SEPARATE ACCOUNT VA 7 OF TRANSAMERICA LIFE INS & ANNUITY CO
497, 1999-09-10
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                                     PROFILE
                                     of the
                     TRANSAMERICA BOUNTYSM VARIABLE ANNUITY
                                    Issued by
                 TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY

                                September 7, 1999

         This Profile is a summary of some of the more important points that you
         should know and consider before  purchasing the contract.  The contract
         is more fully described in the full prospectus  that  accompanies  this
         Profile. Please read the prospectus carefully.

1. The  Contract.  The  Transamerica  BountySM  Variable  Annuity  is a contract
between you and Transamerica  Life Insurance and Annuity Company that allows you
to invest your  purchase  payments in your choice of 19 mutual funds  portfolios
("portfolios")  in the variable  account and the general  account  options.  The
portfolios are professionally managed and you can gain or lose money invested in
a portfolio,  but you could also earn more than investing in the general account
options.  We  guarantee  the safety of money  invested  in the  general  account
options.  Certain portfolios and general account options may not be available in
all states.

The  contract  is a deferred  annuity and it has two  phases:  the  accumulation
phase, and the annuitization  phase. During the accumulation phase, you can make
additional  payments  on your  contract,  transfer  money  among the  investment
options,  and withdraw some or all of your investment.  During this phase,  your
earnings accumulate on a tax-deferred basis for individuals,  but some or all of
any money you  withdraw  may be  taxable.  Tax  deferral  is not  available  for
non-qualified contracts owned by corporations and some trusts.

During the  annuitization  phase,  we will make  periodic  payments to you.  The
dollar  amount of the  payments  may depend on the amount of money  invested and
earned  during  the  accumulation  phase  and  on  other  factors,  such  as the
annuitants' age and sex.

2. Annuity Payments. You can generally decide when to end the accumulation phase
and begin  receiving  annuity  payments from us. You may choose fixed  payments,
where the dollar amount of each payment  generally remains the same, or variable
payments, where the dollar amount of each payment may increase or decrease based
on the investment performance of the portfolios you select. You can choose among
payments  for the lifetime of an  individual,  or payments for the longer of one
lifetime  or a  guaranteed  period of 10, 15 or 20 years,  or  payments  for one
lifetime and the lifetime of another individual.

3.  Purchasing  a  Contract.  Generally,  you must  invest at least  $25,000  to
purchase a contract.  You can make  additional  payments of at least $1,000 each
($100 each if made  under an  automatic  payment  plan  deducted  from your bank
account). You may cancel your contract during the free look period.

     The  Transamerica   Bounty  Variable  Annuity  is  designed  for  long-term
tax-deferred   accumulation  of  assets,  generally  for  retirement  and  other
long-term goals.  Individuals in high tax brackets get the most benefit from the
tax  deferral  feature.  You should not invest in the  contract  for  short-term
purposes or if you cannot take the risk of losing some of your investment.

4.   Investment  Options.  VARIABLE  ACCOUNT:  You  can  invest  in  any  of the
     following 19 portfolios:
<TABLE>
<CAPTION>
<S>       <C>                                          <C>
           Alger America Income & Growth                    MSDW UF Emerging Markets Equity
           Alliance VPF Growth & Income                     MSDW UF Fixed Income
           Alliance VPF Premier Growth                      MSDW UF High Yield
           Dreyfus VIF Capital Appreciation                 MSDW UF International Magnum
           Dreyfus VIF Small Cap                            OCC Accumulation Trust Managed
           Janus Aspen Series Balanced                      OCC Accumulation Trust Small Cap
           Janus Aspen Series Worldwide Growth              PIMCO VIT StocksPLUS Growth & Income
           MFS VIT Emerging Growth                          Transamerica VIF Growth
           MFS VIT Growth with Income                       Transamerica VIF Money Market
           MFS VIT Research
</TABLE>

You can earn or lose  money in any of these  portfolios.  These  portfolios  are
described in their own prospectuses.  All portfolios may not be available in all
states.

GENERAL ACCOUNT:  You can also allocate payments to the general account options,
where we guarantee  the principal  invested  plus an annual  interest rate of at
least 3%. The general account options include multi-year guarantee periods.

5.  Expenses.  We make  certain  charges  against  and  deductions  from  values
available under the contract:

          We deduct an annual account fee of no more than $30 (the fee is waived
for account values over $50,000).

          We deduct insurance and administrative  charges of 1.40% per year from
         your average daily value in the variable account.

          If you elect the  Guaranteed  Minimum  Death  Benefit  Rider,  we will
         deduct a monthly fee equal to 1/12 of 0.20% at the end of each contract
         month based on the account value at that time.

          If you elect the  Guaranteed  Minimum  Income  Benefit  Rider with the
         Guaranteed  Minimum Death Benefit  Rider,  we will deduct a monthly fee
         equal to 1/12 of 0.40% at the end of each  contract  month based on the
         account value at that time.

          The first 18  transfers  each year are free (then we will deduct a $10
fee for each additional transfer).

          Advisory fees are also deducted by the  portfolios'  manager,  and the
         portfolios  pay other  expenses  which,  in total,  range from 0.60% to
         1.95% of the amounts in the portfolios.

          There  might  be  premium  tax  charges  ranging  from 0 to 5% of your
         investment   and/or  amounts  you  use  to  purchase  annuity  benefits
         (depending on your state's law).

The  following  chart shows these charges (not  including  fees for the optional
GMDB or GMIB Riders, any transfer fees or premium taxes).  These examples assume
an average account value of over $50,000 and,  therefore,  no deduction has been
made to reflect the $30 account  fee.  The third  column is the sum of the first
two columns.  The  examples in the last two columns  show the total  amounts you
would be charged if you invested  $1,000,  the investment grew 5% each year, and
you withdrew your entire investment after one year or 10 years.
<TABLE>
<CAPTION>

                                             ---------------------------------------------------------------------
                                                  Total          Total                       Total       Total
                                                 Annual          Annual         Total      Expenses    Expenses
                                                Insurance      Portfolio       Annual      at End of   at End of
                                                 Charges        Charges        Charges      1 Year     10 Years
- ------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>           <C>        <C>
Alger American Income & Growth                    1.40%          0.70%          2.10%         $21        $243
Alliance VPF Growth & Income                      1.40%          0.73%          2.13%         $22        $246
Alliance VPF Premier Growth                       1.40%          1.06%          2.46%         $25        $280
Dreyfus VIF Capital Appreciation                  1.40%          0.81%          2.21%         $22        $254
Dreyfus VIF Small Cap                             1.40%          0.77%          2.17%         $22        $250
Janus Aspen Series Balanced                       1.40%          0.74%          2.14%         $22        $247
Janus Aspen Series Worldwide Growth               1.40%          0.72%          2.12%         $22        $245
MFS VIT Emerging Growth                           1.40%          0.85%          2.25%         $23        $258
MFS VIT Growth with Income                        1.40%          0.88%          2.28%         $23        $262
MFS VIT Research                                  1.40%          0.86%          2.26%         $23        $260
MSDW UF Emerging Markets Equity                   1.40%          1.95%          3.35%         $34        $364
MSDW UF Fixed Income                              1.40%          0.70%          2.10%         $21        $243
MSDW UF High Yield                                1.40%          0.80%          2.20%         $22        $253
MSDW UF International Magnum                      1.40%          1.15%          2.55%         $26        $289
OCC Accumulation Trust Managed                    1.40%          0.82%          2.22%         $23        $255
OCC Accumulation Trust Small Cap                  1.40%          0.88%          2.28%         $23        $262
PIMCO VIT StocksPLUS Growth & Income              1.40%          0.65%          2.05%         $21        $238
Transamerica VIF Growth                           1.40%          0.85%          2.25%         $23        $258
Transamerica VIF Money Market                     1.40%          0.60%          2.00%         $20        $233
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

The Annual Portfolio Charges above are for the year ended December 31, 1998 and,
if  applicable,  reflect  expense  reimbursements  or fee waivers  which reduced
operating  expenses.  Expenses  may be  higher or lower in the  future.  See the
"Variable  Account  Fee  Table"  in the  Transamerica  Bounty  Variable  Annuity
prospectus for more detailed information.

6. Federal Income Taxes. Individuals generally are not taxed on increases in the
contract  value until a  distribution  occurs  (e.g.,  a  withdrawal  or annuity
payment) or is deemed to occur  (e.g.,  a pledge,  loan,  or  assignment  of the
contract).  If you  withdraw  money,  earnings  come out  first  and are  taxed.
Generally,   some  portion   (sometimes  all)  of  any  distribution  or  deemed
distribution is taxable as ordinary income. In some cases,  income taxes will be
withheld  from  distributions.  If you are  under  age 59 1/2 when you  withdraw
money,  an  additional  10%  federal  tax  penalty  may  apply on the  withdrawn
earnings. Certain owners of non-qualified contracts that are not individuals may
be currently  taxed on increase in the contract  value,  whether  distributed or
not.  Qualified  contracts are subject to special income tax rules  depending on
the retirement plan or arrangement they relate to.

7. Access to Your Money. You can generally take money out at any time during the
accumulation  phase.  We do  not  assess  withdrawal  charges.  However,  if you
withdraw money from a guarantee period prematurely,  you may forfeit some of the
interest that you earned, but you will always receive the principal you invested
plus 3% annual interest.  Withdrawals from qualified contracts may be subject to
severe restrictions and, in certain circumstances, prohibited.

You may have to pay income taxes on amounts you withdraw and there may also be a
10% tax penalty if you make withdrawals before you are 59 1/2 years old.

8. Past  Investment  Performance.  The value of the money you  allocated  to the
portfolios  will go up or down,  depending on the investment  performance of the
portfolios you select. The following chart shows the past investment performance
on a year-by-year  basis for each  sub-account.  Some of the  performance is for
periods since  inception of the  portfolios  but before the  sub-accounts  began
operations. These figures have already been reduced by the insurance charges and
the advisory fees and all the expenses of the  portfolios.  These figures do not
include the $30 account fee,  the fees for the  optional  Riders or any transfer
fees or premium taxes which would reduce performance if applied.

Past performance is no guarantee of future performance or earnings.
<TABLE>
<CAPTION>

                                                                     CALENDAR YEAR

                                           ------------------------------------------------------------------------
                                                 1998            1997           1996         1995         1994
SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>            <C>          <C>           <C>
Alger American Income & Growth                  30.54%          34.38%         18.00%       33.24%       -9.57%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                    19.20%          26.99%         22.35%       33.96%       -1.83%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                     45.91%          31.99%         20.98%       42.82%       -4.32%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                28.30%          26.30%         23.80%       31.65%       1.60%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                           -4.79%          15.11%         14.96%       27.57%       6.24%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced                     32.41%          20.39%         14.55%       23.04%       -0.57%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth             27.12%          20.44%         27.23%       25.59%       0.11%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                         32.37%          20.12%         15.38%         NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                      20.62%          27.97%         22.71%         NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                21.58%          18.65%         20.61%         NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets Equity                -25.40%          -0.89%           NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income                            6.39%             NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield                              3.34%             NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum                    7.44%             NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed                  5.63%           20.58%         21.04%       43.52%       1.18%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap               -10.30%          20.53%         17.05%       13.62%       -2.39%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth & Income            28.29%            NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth                         41.28%          44.45%         26.01%       51.34%       6.12%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                     NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------





<PAGE>


                                           ------------------------------------------------------------------------
SUB-ACCOUNT                                      1993            1992           1991         1990         1989

- -------------------------------------------------------------------------------------------------------------------
                                           ------------------------------------------------------------------------
Alger American Income & Growth                  8.80%            7.12%         21.78%       -1.12%       5.91%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                    10.13%           6.42%           NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                     11.05%            NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                  NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                           65.81%          69.03%         156.10%        NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                              NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                      NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                           NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                        NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                  NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets Equity                   NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income                              NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield                                NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum                      NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed                  8.84%           16.98%         43.94%       -4.98%       30.70%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap                17.84%          19.79%         46.05%       -11.03%      16.70%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth & Income              NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth                         20.99%          12.21%         39.33%       -12.02%      32.25%
- -------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                     NA              NA             NA           NA           NA
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

9. Death Benefit.  If you or your joint owner die during the accumulation phase,
a death benefit equal to the account value will be paid to your beneficiary.

If the Guaranteed  Minimum Death Benefit Rider is elected the death benefit will
be as described  below.  If you or the joint owner die before the  annuitization
phase and before  either of you turn 85, the death  benefit will be the greatest
of three amounts:  (1) the account value;  (2) the sum of all purchase  payments
less withdrawals  taken and applicable  premium tax charges;  or (3) the highest
account  value on any  contract  anniversary  before the earlier of your or your
joint owner's 85th birthday,  plus purchase payments made, less all or a portion
of withdrawals taken and premium tax charges since that contract anniversary. If
death occurs after the earlier of your or your joint owner's 85th birthday,  the
death benefit will be the greater of two amounts:  (1) the account value; or (2)
the highest account value on any contract anniversary before the earlier of your
or  your  joint  owner's  85th  birthday,  plus  purchase  payments  made,  less
withdrawals taken and premium tax charges since that contract anniversary.

10. Other  Information.  The  Transamerica  Bounty Variable Annuity offers other
features you might be interested in. Some of these features are as follows:

Free Look.  After you get your  contract,  you have ten days to look it over and
decide if it is  really  right for you  (this  period  may be longer in  certain
states).  If you decide not to keep the contract,  you can cancel it during this
period by delivering a written notice of cancellation and returning the contract
to our Service Center at the address listed in item 11 below.  Unless  otherwise
required by law, we will refund the purchase  payments  allocated to any general
account option (less any withdrawals)  plus the value in the variable account as
of the date the  written  notice and the  contract  are  received by our Service
Center.

Telephone  Transfers.  You can generally  arrange to transfer  money between the
investments  in your  contract  by  telephone.  Dollar Cost  Averaging.  You can
instruct us to automatically transfer money from the money market sub-account to
any of the other variable  sub-accounts each month. This is intended to give you
a lower average cost per share or unit than a single one time investment.

Automatic Asset  Rebalancing  Option.  The  performance of each  sub-account may
cause the allocation of value among the sub-accounts to change. You may instruct
us to periodically automatically rebalance the amounts in the sub-accounts on an
annual, semi-annual or quarterly basis, by reallocating amounts among them.

Systematic  Withdrawal  Option.  You can  arrange  to have  us  send  you  money
automatically  each month out of your contract  during the  accumulation  phase.
There are limits on the amounts, and the payments may be taxable,  and, prior to
age 59 1/2, subject to the penalty tax.

Automatic Payout Option.  For qualified  contracts,  many pension and retirement
plans require that minimum amounts be distributed from the plan at certain ages.
You can  arrange  to have such  amounts  distributed  automatically  during  the
accumulation phase.

Guaranteed  Minimum Income Benefit Rider. The optional Rider may be elected only
if the Guaranteed Minimum Death Benefit Rider is also elected.  If this Rider is
elected, the Guaranteed Minimum Income Benefit,  before the contract anniversary
on which any owner is 85, will be the  settlement  option which can be purchased
with the amount which is the greatest of: (a) the account value;  (b) the sum of
all purchase payments less withdrawals taken and applicable premium tax charges;
or (c) the highest  account  value on any  contract  anniversary  plus  purchase
payments  made,  less  withdrawals  taken and  premium  tax  charges  since that
contract anniversary.  The Guaranteed Minimum Income Benefit is different if any
owner  is 85 years or  older.  Please  see the  prospectus  for a more  complete
description, including conditions regarding this Rider.

These  features  may not be  available in all states and may not be suitable for
your particular situation.

11. Inquiries.  If you need further  information or have any questions about the
contract, please write or call:

                       Transamerica Annuity Service Center
                        401 North Tryon Street, Suite 700
                         Charlotte, North Carolina 28202
                                  800-420-7749

<PAGE>

                               PROSPECTUS FOR THE

                     TRANSAMERICA BOUNTYSM VARIABLE ANNUITY
                  A Flexible Premium Deferred Variable Annuity

                                    Issued By

                           Transamerica Life Insurance
                                       and
                                 Annuity Company

              Offering 19 Sub-Accounts within the Variable Account
                       Designated as Separate Account VA-7

                                 In Addition to:

                                 A Fixed Account
                                        &
                           A Guarantee Period Account
<TABLE>
<CAPTION>
<S>  <C>                                               <C>
      This prospectus contains                              Portfolios Associated with Sub-Accounts
     information you should                                    Alger American Income and Growth
     know before investing.                                     Alliance VPF Growth and Income
                                                                  Alliance VPF Premier Growth
      Please keep this prospectus                              Dreyfus VIF Capital Appreciation
     for future reference.                                           Dreyfus VIF Small Cap
                                                                  Janus Aspen Series Balanced
      You can obtain more information about                   Janus Aspen Series Worldwide Growth
     the contract by requesting a copy of the                       MFS VIT Emerging Growth
     Statement of Additional Information ("SAI")                  MFS VIT Growth with Income
     dated September 7, 1999. The SAI is                               MFS VIT Research
     available free by writing to Transamerica                  MSDW UF Emerging Markets Equity
     Life Insurance and Annuity Company,                             MSDW UF Fixed Income
                                                                      MSDW UF High Yield
     Annuity Service Center,                                     MSDW UF International Magnum
     401 N. Tryon St., Suite 700,                               OCC Accumulation Trust Managed
     Charlotte, NC 28202 or                                    OCC Accumulation Trust Small Cap
     by calling 800-420-7749.                                PIMCO VIT StocksPLUS Growth & Income
                                                                    Transamerica VIF Growth
     The current SAI has been filed with the                     Transamerica VIF Money Market
     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.
</TABLE>

      The SEC's web site is
     http://www.sec.gov

      Transamerica's web site is
           http://www.transamerica.com

Neither the SEC nor any state securities commission has approved this investment
offering  or  determined  that this  prospectus  is accurate  or  complete.  Any
representation to the contrary is a criminal offense.

                                                 September 7, 1999

<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                                                                                                        <C>
SUMMARY.....................................................................................................5
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT...................................13
         Transamerica Life Insurance and Annuity Company...................................................13
         Published Ratings.................................................................................13
         Insurance Marketplace Standards Association.......................................................13
         The Variable Account..............................................................................14
THE PORTFOLIOS.............................................................................................14
         Portfolios Not Publicly Available.................................................................18
         Addition, Deletion, or Substitution...............................................................19
THE CONTRACT...............................................................................................19
         Ownership.........................................................................................20
PURCHASE PAYMENTS..........................................................................................20
         Allocation of Purchase Payments...................................................................20
         Free Look Option..................................................................................21
         Investment Option Limit...........................................................................21
ACCOUNT VALUE..............................................................................................21
         How Variable Accumulation Units Are Valued........................................................22
TRANSFERS..................................................................................................22
         Before the Annuity Date...........................................................................22
         Telephone Transfers...............................................................................23
         Other Restrictions................................................................................23
         Dollar Cost Averaging.............................................................................23
         Eligibility Requirement for Dollar Cost Averaging ................................................23
         Automatic Asset Rebalancing.......................................................................24
         After the Annuity Date............................................................................24
CASH WITHDRAWALS...........................................................................................24
         Systematic Withdrawal Option......................................................................25
         Automatic Payment Option (APO)....................................................................25
DEATH BENEFIT..............................................................................................26
         Payment of Death Benefit..........................................................................27
         Designation of Beneficiaries......................................................................27
         Death of Owner or Joint Owner Before Annuity Date.................................................27
         If Annuitant Dies Before Annuity Date.............................................................28
         Death After Annuity Date..........................................................................28
         Survival Provision................................................................................28
CHARGES, FEES AND DEDUCTIONS...............................................................................28
         Administrative Charges............................................................................29
         Mortality and Expense Risk Charge.................................................................29
         Guaranteed Minimum Death Benefit Rider............................................................29
         Guaranteed Minimum Income Benefit Rider...........................................................30
         Premium Tax Charges...............................................................................30
         Transfer Fee......................................................................................30
         Option and Service Fees...........................................................................30
         Taxes.............................................................................................30
         Portfolio Expenses................................................................................30
         Interest Adjustment...............................................................................30
         Sales in Special Situations.......................................................................30
DISTRIBUTION OF THE CONTRACT...............................................................................31
SETTLEMENT OPTION PAYMENTS.................................................................................31
         Annuity Date......................................................................................31
         Annuity Amount....................................................................................31
         Guaranteed Minimum Income Benefit Rider...........................................................31
         Settlement Option Payments........................................................................32
         Election of Settlement Option Forms and Payment Options...........................................33
         Payment Options...................................................................................33
         Fixed Payment Option..............................................................................33
         Variable Payment Option...........................................................................33
         Settlement Option Forms...........................................................................33
FEDERAL TAX MATTERS........................................................................................35
         Introduction......................................................................................35
         Purchase Payments.................................................................................35
         Taxation of Annuities.............................................................................36
         Qualified Contracts...............................................................................38
         Annuity Contracts Purchased By Nonresident Aliens and Foreign Corporations........................40
         Taxation of Transamerica .........................................................................40
         Tax Status of Contract............................................................................40
         Possible Changes in Taxation......................................................................41
         Other Tax Consequences............................................................................41
PERFORMANCE DATA...........................................................................................41
YEAR 2000 ISSUE............................................................................................43
LEGAL PROCEEDINGS..........................................................................................43
LEGAL MATTERS..............................................................................................43
ACCOUNTANTS AND FINANCIAL STATEMENTS.......................................................................44
VOTING RIGHTS..............................................................................................44
AVAILABLE INFORMATION......................................................................................44
STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS....................................................45
APPENDIX A.................................................................................................46
         The General Account Options.......................................................................46
         The Multi-Year Guarantee Period Options...........................................................46
APPENDIX B.................................................................................................48
         Example of Variable Accumulation Unit Value Calculations..........................................48
         Example of Variable Annuity Unit Value Calculations...............................................48
         Example of Variable Annuity Payment Calculations..................................................48
APPENDIX C.................................................................................................49
         Condensed Financial Information...................................................................49
APPENDIX D.................................................................................................50
         Definitions.......................................................................................50
APPENDIX E.................................................................................................51
         Disclosure Statement for Individual Retirement Annuities..........................................51

</TABLE>


<PAGE>





SUMMARY

The Contract

The  Transamerica  BountySM  Variable  Annuity  is a flexible  purchase  payment
deferred annuity. It is part of the Transamerica  SeriesSM of variable insurance
products. It is designed to aid:

      your long-term financial planning needs; and

      your long-term retirement needs

The contract may be used in connection  with a retirement  plan which  qualifies
as:

      a retirement program under Code Sections 403(b), 408 or 408A;

     with various types of qualified pension and profit sharing plans under Code
Section 401; 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,  an
indirect wholly-owned  subsidiary of Transamerica  Corporation,  a subsidiary of
AEGON N.V.

The principal office for Transamerica Life Insurance and Annuity Company is:

                             401 North Tryon Street
                            Charlotte, North Carolina
                                      28202

We will issue the contract 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 terms owner and you refer to:

      the owner or owners of the individual contract; or

      the owner or owners of the certificate.

We 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.  This date will be
the annuity date.

You may allocate all or portions of your purchase payments to:

      one or more variable sub-accounts; or

      the general account options.

Sub-Account  Values Will Vary  According to Investment  Experience.  The account
value  before 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 you as 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,  before the annuity date, you bear 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  $25,000.
Generally each additional  purchase  payment must be at least $1,000,  unless an
automatic purchase payment plan is selected. See Purchase Payments on page 20.

The Variable Account

The variable account is a separate  account,  designated  Separate Account VA-7,
that  is  subdivided  into  variable  sub-accounts.   Assets  of  each  variable
sub-account  are  invested in a specified  mutual fund  portfolio.  The variable
sub-accounts currently available for investment are:

Alger American Income & Growth Alliance VPF Growth & Income Alliance VPF Premier
Growth Dreyfus VIF Capital Appreciation Dreyfus VIF Small Cap Janus Aspen Series
Balanced  Janus Aspen Series  Worldwide  Growth MFS VIT Emerging  Growth MFS VIT
Growth with Income MFS VIT  Research  MSDW UF  Emerging  Markets  Equity MSDW UF
Fixed Income MSDW UF High Yield MSDW UF  International  Magnum OCC  Accumulation
Trust Managed OCC  Accumulation  Trust Small Cap PIMCO VIT  StocksPLUS  Growth &
Income Transamerica VIF Growth 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.  For more information see Charges, Fees and Deductions on page 28, The
Portfolios on page 14, and the accompanying portfolio prospectuses.

Variable Account Fee Table

The purpose of this table is to assist you in  understanding  the various  costs
and expenses that you, as the owner will bear directly and indirectly. The table
reflects expenses of the variable account and of the mutual fund portfolios,  as
well as  contract  expenses  and the fees for the  optional  riders.  The  table
assumes that the entire  account  value is in the variable  account.  You should
consider the  information  below together with the narrative  provided under the
heading Charges, Fees and Deductions on page 28 of this prospectus, and with the
prospectuses  for the  portfolios.  In addition to the  expenses  listed  below,
premium tax charges may be applicable.



<PAGE>
<TABLE>
<CAPTION>


                                   Sales Load


<S>                                                                           <C>
           Sales Load Imposed on Purchase Payments                            0%

           Maximum Contingent Deferred Sales Load                             0%


                                             Contract Expenses

           Transfer Fee, first 18 per contract year(1)                       0
           Fees For Other Services and Options(2)                            0
           Account Fee(3)                                                    $30
           Riders, if elected(4)
                Guaranteed Minimum Death Benefit (GMDB)                      0.20%
                GMDB & Guaranteed Minimum Income Benefit (GMIB)              0.40%



                                    Variable Account Annual Expenses(5)
                             as a percentage of the variable accumulated value
           Mortality and Expense Risk Charge                                 1.25%
           Administrative Expense Charge(6)                                  0.15%
           Total Variable Account Annual Expenses                            1.40%

</TABLE>
<TABLE>
<CAPTION>
                               Portfolio Expenses

   as a percentage of assets after fee waiver and/or expense reimbursement(7)

                                                                                                 Total
                                                              Management         Other         Portfolio
         Portfolio                                               Fees           Expenses         Annual
                                                                                                Expenses
<S>                                                             <C>              <C>             <C>
         Alger American Income & Growth                         0.625%           0.075%          0.70%
         Alliance VPF Growth & Income                           0.625%           0.105%          0.73%
         Alliance VPF Premier Growth                            0.97%            0.09%           1.06%
         Dreyfus VIF Capital Appreciation                       0.75%            0.06%           0.81%
         Dreyfus VIF Small Cap                                  0.75%            0.02%           0.77%
         Janus Aspen Series Balanced                            0.72%            0.02%           0.74%
         Janus Aspen Series Worldwide Growth                    0.65%            0.07%           0.72%
         MFS VIT Emerging Growth                                0.75%            0.10%           0.85%
         MFS VIT Growth with Income                             0.75%            0.13%           0.88%
         MFS VIT Research                                       0.75%            0.11%           0.86%
         MSDW UF Emerging Markets Equity                        0.00%            1.95%           1.95%
         MSDW UF Fixed Income                                   0.06%            0.64%           0.70%
         MSDW UF High Yield                                     0.15%            0.65%           0.80%
         MSDW UF International Magnum                           0.15%            1.00%           1.15%
         OCC Accumulation Trust Managed                         0.78%            0.04%           0.82%
         OCC Accumulation Trust Small Cap                       0.80%            0.08%           0.88%
         PIMCO VIT StocksPLUS Growth & Income                   0.40%            0.25%           0.65%
         Transamerica VIF Growth                                0.64%            0.21%           0.85%
         Transamerica VIF Money Market                          0.00%            0.60%           0.60%
</TABLE>

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios.  In  preparing  the  tables  above and below and the  examples  that
follow,  we have relied on the figures  provided by the  portfolios.  We have no
reason to doubt the accuracy of that information, but we have not verified those
figures. These figures are for the year ended December 31, 1998. Actual expenses
in future years may be higher or lower than these figures.



<PAGE>


Notes to Fee Table:

1.   A transfer fee of $10 will be imposed for each  transfer in excess of 18 in
     a contract year.

2.   We  currently  do not  impose  fees for any  other  services,  or  options.
     However,  we reserve  the right to impose a fee for  various  services  and
     options including dollar cost averaging, systematic withdrawals,  automatic
     payouts, asset allocation and asset rebalancing.

3.   We deduct an account fee of $30 per contract  year.  We will waive this fee
     for account values over $50,000 or with certain programs.

4.   If the owner elects a Rider,  the rider fee will be deducted at the rate of
     1/12 of the  annual  fee at the end of each  contract  month  based  on the
     account  value at that  time.  Note:  The GMIB  Rider  can only be  elected
     together with the GMDB Rider.

5.   The variable  account annual  expenses do not apply to the general  account
     options.

6.   The current annual administrative  expense charge of 0.15% may be increased
     to, but no more than 0.35%.

7.   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 1998. The expenses shown
     in  that  table  reflect  a  portfolio's   adviser's  waivers  of  fees  or
     reimbursement  of expenses,  if  applicable.  It is  anticipated  that such
     waivers or  reimbursements  will continue for calendar  year 1999.  Without
     such waivers or  reimbursements,  the annual  expenses for 1998 for certain
     portfolios would have been, as a percentage of assets, as follows:
<TABLE>
<CAPTION>


                                                       Management         Other        Total Portfolio
                                                           Fee           Expenses      Annual Expense
<S>                                                       <C>             <C>               <C>
       Alliance VPF Premier Growth                        1.00%           0.09%             1.09%
       Janus Aspen Series Worldwide Growth                0.67%           0.07%             0.74%
       MSDW UF Emerging Markets Equity                    1.25%           2.20%             3.45%
       MSDW UF Fixed Income                               0.40%           0.64%             1.04%
       MSDW UF High Yield                                 0.50%           0.65%             1.15%
       MSDW UF International Magnum                       0.80%           1.00%             1.80%
       PIMCO VIT StocksPLUS Growth & Income               0.65%           0.07%             0.72%
       Transamerica VIF Growth                            0.75%           0.21%             0.96%
       Transamerica VIF Money Market                      0.35%           2.68%             3.03%
</TABLE>

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 $50,000 and,  therefore,  no
deduction  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 on page 30.


<PAGE>

<TABLE>
<CAPTION>

Example 1: Example 1 shows  expenses for contracts  without the optional  Riders
based on fee waivers and reimbursements for the portfolios for 1998. There is no
guarantee  that any fee waivers or expense  reimbursements  will continue in the
future.  Since there is no sales load,  the expenses are the same whether or not
the owner  annuitizes  or surrenders  the contract at the end of the  applicable
time period.

                                              --------------------------------------------------------------
                                                 1 Year         3 Years         5 Years        10 Years
                                              --------------------------------------------------------------
      ----------------------------------------
<S>                                                <C>            <C>            <C>             <C>
      Alger American Income & Growth               $21            $66            $113            $243
      Alliance VPF Growth & Income                 $22            $67            $114            $246
      Alliance VPF Premier Growth                  $25            $77            $131            $280
      Dreyfus VIF Capital Appreciation             $22            $69            $118            $254
      Dreyfus VIF Small Cap                        $22            $68            $116            $250
      Janus Aspen Series Balanced                  $22            $67            $115            $247
      Janus Aspen Series Worldwide Growth          $22            $66            $114            $245
      MFS VIT Emerging Growth                      $23            $70            $120            $258
      MFS VIT Growth with Income                   $23            $71            $122            $262
      MFS VIT Research                             $23            $71            $121            $260
      MSDW UF Emerging Markets Equity              $34           $103            $175            $364
      MSDW UF Fixed Income                         $21            $66            $113            $243
      MSDW UF High Yield                           $22            $69            $118            $253
      MSDW UF International Magnum                 $26            $79            $136            $289
      OCC Accumulation Trust Managed               $23            $69            $119            $255
      OCC Accumulation Trust Small Cap             $23            $71            $122            $262
      PIMCO VIT StocksPLUS Growth & Income         $21            $64            $110            $238
      Transamerica VIF Growth                      $23            $70            $120            $258
      Transamerica VIF Money Market                $20            $63            $108            $233
      ------------------------------------------------------------------------------------------------------

Example 2: Example 2 shows  expenses for contracts  with the optional GMDB Rider
based on fee waivers and reimbursements for the portfolios for 1998. There is no
guarantee  that any fee waivers or expense  reimbursements  will continue in the
future.  Since there is no sales load,  the expenses are the same whether or not
the owner  annuitizes  or surrenders  the contract at the end of the  applicable
time period.

                                              -----------------------------------------------------------
                                                 1 Year        3 Years        5 Years        10 Years
                                              -----------------------------------------------------------
      ----------------------------------------
      Alger American Income & Growth               $23           $72           $123            $264
      Alliance VPF Growth & Income                 $24           $73           $125            $267
      Alliance VPF Premier Growth                  $27           $83           $141            $299
      Dreyfus VIF Capital Appreciation             $24           $75           $129            $275
      Dreyfus VIF Small Cap                        $24           $74           $127            $271
      Janus Aspen Series Balanced                  $24           $73           $125            $268
      Janus Aspen Series Worldwide Growth          $24           $72           $124            $266
      MFS VIT Emerging Growth                      $25           $76           $131            $279
      MFS VIT Growth with Income                   $25           $77           $132            $282
      MFS VIT Research                             $25           $77           $131            $280
      MSDW UF Emerging Markets Equity              $36          $109           $184            $382
      MSDW UF Fixed Income                         $23           $72           $123            $264
      MSDW UF High Yield                           $24           $75           $128            $274
      MSDW UF International Magnum                 $28           $85           $145            $308
      OCC Accumulation Trust Managed               $25           $75           $129            $276
      OCC Accumulation Trust Small Cap             $25           $77           $132            $282


      PIMCO VIT StocksPLUS Growth & Income         $23           $70           $120            $258
      Transamerica VIF Growth                      $25           $76           $131            $279
      Transamerica VIF Money Market                $22           $69           $118            $253
      ---------------------------------------------------------------------------------------------------

Example 3: Example 3 shows  expenses for contracts  with the optional GMDB Rider
and GMIB Rider based on fee waivers and  reimbursements  for the  portfolios for
1998. There is no guarantee that any fee waivers or expense  reimbursements will
continue in the future.  Since there is no sales load, the expenses are the same
whether or not the owner annuitizes or surrenders the contract at the end of the
applicable time period.

                                              -----------------------------------------------------------
                                                 1 Year        3 Years        5 Years        10 Years
                                              -----------------------------------------------------------
      ----------------------------------------
      Alger American Income & Growth               $25           $78           $133            $284
      Alliance VPF Growth & Income                 $26           $79           $135            $287
      Alliance VPF Premier Growth                  $29           $89           $151            $319
      Dreyfus VIF Capital Appreciation             $26           $81           $139            $294
      Dreyfus VIF Small Cap                        $26           $80           $137            $290
      Janus Aspen Series Balanced                  $26           $79           $135            $288
      Janus Aspen Series Worldwide Growth          $26           $78           $134            $286
      MFS VIT Emerging Growth                      $27           $82           $141            $298
      MFS VIT Growth with Income                   $27           $83           $142            $301
      MFS VIT Research                             $27           $83           $141            $299
      MSDW UF Emerging Markets Equity              $38          $115           $193            $399
      MSDW UF Fixed Income                         $25           $78           $133            $284
      MSDW UF High Yield                           $26           $81           $138            $293
      MSDW UF International Magnum                 $30           $91           $155            $327
      OCC Accumulation Trust Managed               $27           $81           $139            $295
      OCC Accumulation Trust Small Cap             $27           $83           $142            $301
      PIMCO VIT StocksPLUS Growth & Income         $25           $76           $131            $279
      Transamerica VIF Growth                      $27           $82           $141            $298
      Transamerica VIF Money Market                $24           $75           $128            $274
      ---------------------------------------------------------------------------------------------------

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.
- -------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>


                                                        11
Condensed Financial Information

You will find condensed financial  information on each sub-account in Appendix C
on page  49.  You will  find  the  full  financial  statements  and  reports  of
independent  auditors for the variable  account in the  Statement of  Additional
Information.

General Account Options

The multi-year  guarantee period options provide specified rates of interest for
specified  terms of  currently,  three,  five and seven  years.  These rates are
subject to interest  adjustments  on early  withdrawals or transfers  which,  if
applicable,  could  reduce the  interest  credited to the 3% minimum  rate.  The
multi-year guarantee period options may not be available in all states. Refer to
the contract for limitations.

Investment Options Limit

Currently, you may not elect more than a total of 18 investment options over the
life of the contract.  Investment  options  include  variable  sub-accounts  and
general account options.

Transfers Before the Annuity Date

Before  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 on page 24. Transfers out of a guarantee period
before the end of the term may be subject to an  interest  adjustment  which may
reduce interest credited to the 3% minimum rate.

We currently impose a transfer fee of $10 for each transfer in excess of 18 made
during the same contract year.

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 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. We may delay payment of any withdrawal from the
general account options for up to six months.

Withdrawals  may  be  taxable,   subject  to  withholding  and  a  penalty  tax.
Withdrawals from qualified  contracts may be subject to severe restrictions and,
in certain circumstances, prohibited. See Federal Tax Matters on page 35.

Other Charges and Deductions

We deduct:

     a mortality and expense risk charge of 1.25%  annually of the assets in the
variable account;

     an  administrative  expense charge of 0.15%  annually of these assets.  The
administrative  expense  charge may change,  but we  guarantee it won't exceed a
maximum effective annual rate of 0.35%; and

      an account fee of $30 at the end of each contract year and upon surrender.
     We will waive the account fee for a contract  year if the account  value is
     more than $50,000 on the last  business day of that year, or as of the date
     of surrender.

After the annuity  date,  we will deduct the annual  annuity fee of $30 in equal
installments from each periodic payment under the variable payment option.


For each  transfer  in excess of 18 during a  contract  year,  we will  impose a
transfer fee of $10. See Transfer Fee on page 30.

We do not currently  deduct  charges for premium  taxes,  including  retaliatory
premium taxes,  except for  annuitizations.  But we could impose such charges in
some  jurisdictions.  Depending  on the  applicability  of such taxes,  we could
deduct the charges from purchase payments,  from amounts withdrawn,  and/or upon
annuitization. See Premium Tax Charges on page 30.

In addition,  amounts  withdrawn or  transferred  out of a multi-year  guarantee
period  option  before  the  end  of its  term  may be  subject  to an  interest
adjustment.

Guaranteed  Minimum Death Benefit/  Guaranteed Minimum Income Benefit Riders. If
you elect the Guaranteed Minimum Death Benefit,  or GMDB, Rider or both the GMDB
and the Guaranteed  Minimum Income Benefit,  or GMIB, Riders, we will deduct the
appropriate  annual  fee at the end of each  contract  month t the  rate of 1/12
times the annual  fee times the  account  value.  The annual fee for the GMDB is
0.20% of the  account  value.  The annual fee for both the  GMDB/GMIB  Riders is
0.40% of the account value.  You may elect the GMIB Rider only if you also elect
the GMDB Rider.  These riders must be elected before the contract effective date
and cannot be reinstated if cancelled.
These Riders are not available in all states.

Currently,  we do not deduct fees for any other  services  or options  under the
contract.  However,  we reserve the right to impose fees to cover processing for
certain  services  and  options in the  future.  This may  include  dollar  cost
averaging, systematic withdrawals, automatic payouts, asset allocation and asset
rebalancing.

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 an  annuitant's  85th  birthday  or the tenth  contract  anniversary,
whichever  occurs later. The annuity date may never be later than an annuitant's
100th  birthday.  Certain  qualified  contracts may have  restrictions as to the
annuity date and the types of settlement options available.

Four settlement options are available under the contract:

1.    life annuity;

2.    life and contingent annuity;

3.    life annuity with period certain; or

4. joint and survivor annuity.

If the GMIB Rider is elected,  a minimum income benefit is also  available.  See
Guaranteed Minimum Income Benefit Rider on page 31.

Death of Owner Before Annuity Date

If you or the joint owner die before the annuity date, the death benefit will be
the account value.

If you elect the GMDB  Rider,  and death  occurs  before  the  annuity  date and
neither you nor the joint owner has attained  age 85, the death  benefit will be
the greatest of three amounts:

a)    the account value;

b) the sum of all purchase  payments,  less  withdrawals  taken,  and applicable
premium tax charges; and

c)   the highest account value on any contract anniversary before the earlier of
     your or the joint owner's 85th birthday,  plus purchase payments made, less
     withdrawals taken and premium tax charges since that contract anniversary.

If you elect the GMDB  Rider,  and you or the joint owner die before the annuity
date and after your or the joint owner's 85th  birthday,  the death benefit will
be the greater of two amounts:

a)    the account value; and

b)   the highest  account value on any contract  anniversary  before your or the
     joint owner's 85th birthday,  plus purchase payments made, less withdrawals
     taken and premium tax charges since that contract anniversary.

The death  benefit  will  generally  be paid within seven days of receipt of the
required  proof of death of an owner and election of the method of settlement or
as soon thereafter as we have sufficient information to make the payment, but if
no  settlement  method is elected the death benefit will be  distributed  within
five years after the owner's  death.  The death  benefit may be paid as either a
lump sum or as a settlement option.  Amounts in the multi-year  guarantee period
options will not be subject to interest  adjustments  in  calculating  the death
benefit.

If the owner is not a natural  person,  we will treat the annuitant as the owner
for purposes of 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.  A taxable
event would occur, for example,  with a withdrawal or settlement option payment,
or as the result of 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.  Withholding is
mandatory for certain qualified  contracts.  In addition,  a federal penalty tax
may apply to certain distributions. See Federal Tax Matters on page 35.

Right to Cancel

As the owner,  you have the right to examine the contract for a limited  period,
known as a "free look period." You may cancel the contract during this period by
delivering or mailing a written notice of cancellation, or sending a telegram to
our Service  Center.  You must return the contract  before midnight of the tenth
day after receipt of the contract,  or longer in some  situations or 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 us. Unless  otherwise  required by law, we
will refund the purchase payments allocated to any general account option, minus
any withdrawals, plus the variable accumulated value as of the date your written
notice to cancel and your contract are received by us. See Purchase  Payments on
page 20.

Questions

We will answer your questions about procedures or the contract if you write to:

                     The Transamerica Annuity Service Center
                                 P.O. Box 31848
                            Charlotte, North Carolina
                                   28231-1848
                          Or call us at: 1-800-258-4260

All inquiries should include the contract number and the owner's name.

Please 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.  Please refer to this prospectus and the portfolio  prospectuses for
more detailed information. With respect to qualified contracts, 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.  These limits
or restrictions  may be 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 on page 35.

TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
AND THE VARIABLE ACCOUNT

Transamerica Life Insurance and Annuity Company

Transamerica  Life Insurance and Annuity Company,  or  Transamerica,  is a stock
life insurance company incorporated under the laws of the State of California in
1966. The Company moved to North Carolina in 1994. It is principally  engaged in
the sale of life insurance and annuity policies.  The address of Transamerica is
401 North Tryon Street, Charlotte, North Carolina 28202.

On  July  21,  1999,  Transamerica  Corporation  completed  its  merger  with  a
subsidiary of AEGON N.V.,  one of the world's  leading  international  insurance
groups.  Transamerica  Corporation,  a subsidiary of AEGON N.V., indirectly owns
the issuing company, Transamerica Life Insurance and Annuity Company.

Published Ratings

Transamerica may from time to time publish its ratings in advertisements,  sales
literature and reports to owners.  We receive ratings and other information from
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.  These  ratings  should not be
considered as bearing on the  investment  performance  of the variable  account.
Ratings  and  investment  performance  are  unrelated.  Each year the A.M.  Best
Company reviews the financial status of thousands of insurers,  resulting in the
assignment of Best's Ratings.  These ratings reflect A.M. Best's 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  provided by the companies  named above.  These opinions  relate to how
well they have determined Transamerica is prepared, from a financial standpoint,
to meet our insurance and annuity obligations.  The terms of our obligations are
stated within the general account options of this contract. These ratings do not
reflect the investment performance of the variable account or the degree of risk
associated with an investment in the variable account.

Insurance Marketplace Standards
Association

In recent  years,  the  insurance  industry has  recognized  the need to develop
specific  principles  and  practices to help  maintain the highest  standards of
marketplace  behavior and enhance  credibility with consumers.  As a result, the
industry established the Insurance  Marketplace Standards Association (IMSA). As
an IMSA member, we agree to follow a set of standards in our advertising,  sales
and service for individual life insurance and annuity  products.  The IMSA logo,
which you will see on our advertising and  promotional  materials,  demonstrates
that we take our commitment to ethical conduct seriously.

The Variable Account

Separate Account VA-7 of Transamerica,  or the variable account, was established
by  Transamerica  as a  separate  account  under  the laws of the State of North
Carolina following June 11, 1996, resolutions adopted by Transamerica's Board of
Directors.  The variable  account is registered with the Securities and Exchange
Commission,  or the  Commission,  under the Investment  Company Act of 1940 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.  This is the case  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 19 variable sub-accounts  available under the
contract, each of which invests solely in a specific corresponding portfolio. At
our discretion, we may make changes to the variable sub-accounts.

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 objective
follow.  The  management  fees  listed  below are  specified  in each  portfolio
adviser's contract before any fee waivers.

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. The portfolio invests in dividend paying equity securities,  such
as common or preferred stocks,  preferably those which the Manager believes also
offer opportunities for capital appreciation.

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,  this portfolio may invest in other types of  securities,  such as
bonds,  convertible bonds, preferred stock and convertible preferred stocks. The
portfolio  managers will purchase and sell portfolio  securities at times and in
amounts as  management  deems  advisable in light of market,  economic and other
conditions.

Adviser: Alliance Capital Management L.P.
Management Fee: 0.625%.

The Premier Growth  Portfolio of Alliance  Variable  Products Series Fund, Inc.,
seeks growth of capital by pursuing aggressive  investment policies.  Since this
portfolio's  investments  will be made based upon their  potential  for  capital
appreciation, current income will not be a high priority for this portfolio. The
portfolio  will invest mainly in the equity  securities,  such as common stocks,
securities  convertible  into common stocks and rights and warrants to subscribe
for or purchase common stocks. Equity investments will be of a limited number of
large,  carefully  selected,  high-quality  U.S.  companies.  In  the  Adviser's
judgement,  the  companies  chosen  will be those  which are  likely to  achieve
superior earnings growth.  Approximately 25 companies believed by the Adviser to
show  superior  potential  for  capital  appreciation  will  usually  constitute
approximately  70% of the  portfolio's net assets at any one time. 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.  Under
normal  circumstances the portfolio will 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: 1.00%.

The Capital Appreciation  Portfolio of the Dreyfus Variable Investment Fund is a
diversified  portfolio  seeking  long-term  capital growth and  preservation  of
principal. Current income is a secondary investment objective. During periods of
strong market momentum,  the portfolio will invest  aggressively to increase its
holdings in: common stocks of foreign and domestic  issuers,  common stocks with
warrants  attached and debt securities of foreign  governments.  Generally,  the
portfolio  will  invest in large cap  companies,  defined as those  with  market
capitalizations exceeding $500 million. These companies will also be selected on
the basis of their  potential to achieve  predictable,  above  average  earnings
growth.

Adviser: The Dreyfus Corporation.
Sub-Adviser:  Fayez Sarofim & Co.
Management Fee: 0.75%.

The Small  Cap  Portfolio  of the  Dreyfus  Variable  Investment  Fund  seeks to
maximize  capital  appreciation  by investing  principally  in common  stocks of
domestic and foreign issuers. 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.  Companies  selected for this
portfolio  will include those  thought to possess new or innovative  products or
services which are expected to propel growth in future earnings.

Adviser: The Dreyfus Corporation.
Management Fee: 0.75%.


The Balanced  Portfolio of the Janus Aspen Series seeks long-term capital growth
consistent  with  preservation  of capital and current  income.  Normally,  this
diversified  portfolio  invests  40-60%  of its  assets in  securities  selected
primarily for their growth potential. The balance of its holdings is invested in
securities  selected  primarily  for their  capacity  to generate  income.  Such
holdings  are likely to consist of bonds and  preferred  stocks.  Typically,  at
least 25% of this portfolio is made up of fixed-income securities.

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 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 origin 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  Emerging  Growth  Series  of the MFS  Variable  Insurance  Trust  will seek
long-term growth of capital. The series invests, under normal market conditions,
at least 65% of its total assets in common stocks and related  securities,  such
as preferred stocks,  convertible  securities and depositary  receipts for those
securities, of emerging growth companies. These companies are companies that the
series'  adviser  believes  are  either  early in their  life cycle but have the
potential to become major  enterprises or are major  enterprises  whose rates of
earnings growth are expected to accelerate.

Adviser: Massachusetts Financial Services
Company. Management Fee: 0.75%.

The Growth  with Income  Series of the MFS  Variable  Insurance  Trust will seek
long-term  growth of capital and future  income  while  providing  more  current
dividend  income than is  normally  obtainable  from a portfolio  of only growth
stocks. The series invests, under normal market conditions,  at least 65% of its
total assets in common stock and related  securities,  such as preferred stocks,
convertible  securities and depositary receipts for those securities.  While the
fund may  invest  in  companies  of any  size,  the fund  generally  focuses  on
companies with larger market  capitalizations  that the series' adviser believes
have sustainable growth prospects and attractive valuations based on current and
expected earnings or cash flow.

Adviser: Massachusetts Financial Services Company.
Management Fee: 0.75%.

The  Research  Series of the MFS Variable  Insurance  Trust will seek to provide
long-term growth of capital and future income. The series invests,  under normal
market conditions, at least 80% of its total assets in common stocks and related
securities,  such as preferred  stocks,  convertible  securities  and depositary
receipts. The series focuses on companies that the series' adviser believes have
favorable prospects for long-term growth, attractive valuations based on current
and  expected  earnings  or cash  flow,  dominant  or growing  market  share and
superior management.

Adviser: Massachusetts Financial Services Company.
Management Fee: 0.75%.

The Emerging  Markets Equity  Portfolio of Morgan Stanley Dean Witter  Universal
Funds,  Inc.,  seeks long-term  capital  appreciation by investing  primarily in
equity securities of issuers in emerging market countries.  The Adviser seeks to
maximize returns by investing in  growth-oriented  equity securities in emerging
markets.  The Adviser's investment approach combines top-down country allocation
with bottom-up stock selection. Investment selection criteria include attractive
growth  characteristics,  reasonable  valuations and  managements  with a strong
shareholder  value  orientation.  The  portfolio's  assets are  allocated  among
emerging markets based on relative economic,  political and social fundamentals,
stock valuations and investor sentiments.

Adviser:  Morgan Stanley Dean Witter Investment  Management Inc. Management Fee:
1.25% of the first $500  million  plus 1.20% of the next $500 million plus 1.15%
of the assets over $1 billion.

The Fixed Income Portfolio of Morgan Stanley Dean Witter 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 agency
bonds,  corporate  bonds,  mortgage backed  securities,  foreign bonds and other
fixed income  securities and  derivatives.  The portfolio  invests  primarily in
investment grade securities, but may also invest a portion of its assets in high
yield  securities,  also known as junk bonds.  The portfolio's  average weighted
maturity will ordinarily exceed five 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 High Yield Portfolio of Morgan Stanley Dean Witter  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 high yield securities of U. S.
and foreign issuers (including emerging markets),  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.

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  International  Magnum  Portfolio of Morgan  Stanley  Dean Witter  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,  we refer to these as 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 Dean Witter Investment  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 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.  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  necessary  to  preserve  capital.  In
addition,  the  portfolio may also purchase  foreign  securities.  These foreign
securities  must be listed on a  domestic  or  foreign  securities  exchange  or
represented by American depository receipts.

Adviser:  OpCap  Advisors.  Management  Fee:  78% of the first $400 million plus
0.75% of next $400 million plus 0.70% of the assets over $800 million.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through  investments  in a  diversified  portfolio  of  stocks  issued  by small
companies.  It will consist  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.
The portfolio's  holdings may also include options,  warrants,  bonds, notes and
convertible  bonds.  In  addition,  the  portfolio  may  also  purchase  foreign
securities.  Foreign  securities must listed on a domestic or foreign securities
exchange or be represented by American depository receipts.

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 StocksPLUS  Growth and Income  Portfolio of PIMCO Variable  Insurance  Trust
seeks to achieve a total return which  exceeds the total return  performance  of
the S&P 500. The Portfolio invests in common stocks, options,  futures,  options
on futures and swaps.  Under normal market  conditions,  the  Portfolio  invests
substantially all of its assets in S&P 500 derivatives, backed by a portfolio of
fixed income instruments.  The Portfolio uses S&P 500 derivatives in addition to
or in place of S&P 500 stocks to attempt to equal or exceed the  performance  of
the S&P 500. The Adviser  actively  manages the fixed income  assets held by the
Portfolio,  with a view to enhancing  the  Portfolio's  total return  investment
performance,  subject to an overall  portfolio  duration  which is normally  not
expected to exceed one year. The Portfolio may invest up to 10% of its assets in
high yield bonds rated B or higher by Moody's or S&P, or if unrated,  determined
by the Adviser to be comparable quality. The Portfolio may also invest up to 20%
of its assets in securities  denominated  in foreign  currencies  and may invest
beyond this limit in U.S. dollar denominated securities of foreign issuers.

Adviser: Pacific Investment Management Company.
Management Fee: 0.40%

The Growth  Portfolio of the Transamerica  Variable  Insurance Fund, Inc., seeks
long-term capital growth through  investment in common stocks of listed and over
the counter issues.  The Growth Portfolio  invests primarily in common stocks of
growth companies that are considered by the manager to be premier companies.  In
the manager's view,  characteristics of premier companies include one or more of
the following:  dominant market share;  leading brand  recognition;  proprietary
products or technology; low-cost production capability; and excellent management
with shareholder orientation. The manager of the Portfolio believes in long-term
investing  and  places  great  emphasis  on  the  sustainability  of  the  above
competitive advantages.  Unless market conditions dictate otherwise, the manager
tries to keep the Portfolio fully invested in equity  securities.  attempting to
enter and exit the market at strategic times is not a commonly used strategy for
this  portfolio.  However,  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 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. These include: 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  and to
other  insurance  companies  as  well,  there  is a  possibility  of a  material
conflict.  If such a conflict  arises  between  the  interests  of the  variable
account and one or more other separate accounts investing in the portfolios, the
affected insurance companies will take steps to resolve the matter.  These steps
may include  stopping their separate  accounts from investing in the portfolios.
See the portfolios' prospectuses for greater detail on this subject.

You can find  additional  information  concerning the investment  objectives and
policies  of  all  of the  portfolios,  the  investment  advisory  services  and
administrative  services  and  charges  in  the  current  prospectuses  for  the
portfolios which accompany this prospectus.

Read the  prospectuses of the portfolios which interest you carefully before you
make any decision  concerning how you will invest in, or transfer  monies among,
the variable sub-accounts.

Transamerica  may receive  payments from some or all of the  portfolios or their
advisers,  in  varying  amounts.  These  payments  may be based on the amount of
assets  allocated to the  portfolios.  The payments  are for  administrative  or
distribution services.

Portfolios Not Publicly Available

The portfolios are open-end management  investment  companies,  or portfolios or
series of, open-end management  companies registered with the SEC under the 1940
Act, that are often referred to as mutual funds.  This SEC registration does not
involve  SEC  supervision  of the  investments  or  investment  policies  of the
portfolios. Shares of the portfolios are not offered to the public but solely to
the  insurance  company  separate  accounts and other  qualified  purchasers  as
limited by federal tax laws.  These  portfolios are not the same as mutual funds
that may have very similar names that are sold  directly to the public,  and the
performance of such publicly  available funds,  which have different  portfolios
and expenses,  should not be considered as an indication of the  performance  of
the  portfolios.  The assets of each portfolio are held separate from the assets
of the other  portfolios.  Each  portfolio  operates  as a  separate  investment
vehicle.  The income or losses of one portfolio have no effect on the investment
performance of another  portfolio.  The sub-accounts  reinvest  dividends and/or
capital  gains  distributions  received  from a portfolio in more shares of that
portfolio as retained assets.

Addition, Deletion, or Substitution

Transamerica  does not  control  the  portfolios.  For this  reason,  we  cannot
guarantee that any of the variable  sub-accounts  offered under this contract or
any of the portfolios  will always be available to you for investment  purposes.
We  retain  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. We may also substitute shares of another portfolio or of
another investment company for the shares of any portfolio.  We would do this if
the shares of the portfolio are no longer available for investment or if, in our
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, if we
substitute  shares in a variable  sub-account  that you own, we will provide you
with advance notice.  We will also seek advance  permission from the Commission.
This does not prevent the variable  account from purchasing other securities for
other series or classes of variable annuity  contracts.  Nor does it prevent the
variable  account  from  effecting  an  exchange  between  series or  classes of
variable contracts on the basis of requests made by owners.

We reserve the right to create new variable sub-accounts for the contracts when,
in our sole discretion,  marketing,  tax, investment or other conditions warrant
that we do. Any new  variable  sub-accounts  will be made  available to existing
owners on a basis to be determined by us. Each additional  variable  sub-account
will purchase shares in a mutual fund portfolio or other investment  vehicle. We
may also eliminate one or more variable sub-accounts if, in our sole discretion,
marketing,  tax,  investment or other conditions  warrant that we do. So, in the
event any variable sub-account is eliminated,  we 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,  we may make the  changes  in the
contract  that we deem  necessary or  appropriate  to reflect  substitutions  or
changes.  Furthermore,  if we believe it to be in the best  interest  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.
It may also be de-registered under such Act in the event that registration is no
longer  required.  Finally,  it may  also be  combined  with  one or more  other
separate accounts.

THE CONTRACT

This  Transamerica  BountySM  contract is a flexible  purchase  payment deferred
variable annuity contract.  It is part of the Transamerica  SeriesSM of variable
insurance   products.   Other   variable   contracts  are  also  available  from
Transamerica. The rights and benefits of this contract are described below. They
will also be  described in the  individual  contract or in the  certificate  and
group contract.  However, we reserve the right to modify the individual contract
and the group  contract and its underlying  certificates  if required by law. We
also  reserve  the right to give the owner the  benefit of any  federal or state
statute, 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:

a)   rollover and contributory  individual retirement annuities,  or IRAs, under
     Code Sections 408(a) and 408(b);

b)   conversion, rollover and contributory Roth IRAs under Code Section 408A;

c)   simplified  employee  pension plans; or SEP/IRAs,  that qualify for special
     federal income tax treatment under Code Section 408(k);

d)   rollover  Code  Section  403(b)   annuities,   including  Rev.  Rul.  90-24
     transfers, with no additional premiums; and

e)   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.

Ownership

As the owner,  you are entitled to the rights granted by the contract.  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,  as opposed to a trust, corporation or other
legal  entity,  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.  We reserve the right to reject any change of annuitants 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.

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

All  purchase  payments  can be paid to our Service  Center by check  payable to
Transamerica.  A  confirmation  will be issued to you,  as the  owner,  upon the
acceptance of each purchase payment.

The initial purchase payment must be at least $25,000.
Your contract will be issued and your initial purchase payment generally will be
credited within two business days after the receipt of sufficient information to
issue a contract and the initial purchase payment at our Service Center.  For us
to issue you a  contract,  you must  provide  sufficient  information  in a form
acceptable to us. We reserve the right to reject any purchase payment or request
for  issuance of a contract.  Normally  we will not issue  contracts  to owners,
joint owners,  or annuitants more than 90 years old. Nor will we normally accept
purchase  payments after any owners',  or annuitants' if  non-individual  owner,
91st birthday.  In our discretion we may waive these restrictions in appropriate
cases.

If the initial purchase payment allocated to the variable  sub-account(s) cannot
be credited within two days of receipt because the information is incomplete, or
for any other  reason,  we will  contact you. We will explain the reason for the
delay and will refund the initial purchase payment within five business days. If
you consent to us retaining  the initial  purchase  payment we will credit it to
the  variable  sub-account  of  your  choice  as soon  as the  requirements  are
fulfilled.

You may make additional  purchase  payments at any time before the annuity date.
They must be at least $1,000 each, or at least $100 if made through an automatic
purchase  payment  plan.  If you elect to use this option,  additional  purchase
payments will be automatically  deducted from your 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 we receive payment from you.

Total purchase payments for any contract may not exceed  $1,000,000  without our
prior approval.

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 among one or more of the variable  sub-accounts and
the  general   account  options  as  long  as  the  portions  are  whole  number
percentages.  In  addition,  there is a  minimum  allocation  of  $1,000 to each
multi-year  guarantee period. We 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.  You may change the  allocation
percentages for additional purchase payments at any time by submitting a request
for such change to our Service Center in a form and manner acceptable to us. Any
changes to the allocation  percentages are subject to the limitations above. Any
change  will take  effect  with the first  purchase  payment  we  receive  which
accompanies your request.  If we receive your request  separately,  all purchase
payments  arriving  after it will be  subject to its terms.  Your  request  will
continue in effect until you change it again.

Free Look Option

If you exercise the free look option,  unless otherwise required by law, we will
refund:

a)   the purchase  payment  allocated to any general account  option,  minus any
     withdrawals; plus

b)   the variable accumulated value as of the date your written notice to cancel
     and your contract are received by us.

In certain jurisdictions,  under certain conditions,  we are legally required to
return either:

a)    the purchase payments, minus any withdrawals; or

b) the greater of purchase payments minus any withdrawals, or the account value.

Any initial allocation you make 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 allocations you make to the money market variable sub-account
will automatically be transferred at the end of the free-look period plus 5 days
according to your requested allocation. This transfer will not count against the
18 transfers allowed free of charge during the first contract year.

Investment Option Limit

Currently,  you may not allocate monies 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 and each duration of a
guarantee  period  under  the  multi-year  guarantee  period  options  that ever
received a transfer or purchase  payment  allocation  counts as one towards this
total of eighteen limit. We may waive this limit in the future.

For example, if you make an allocation to the money market variable  sub-account
and  later  transfer  all of  the  funds  out  of  this  money  market  variable
sub-account,  this would still  count as one  transfer  for the  purposes of the
limitation,  even  if it  held  no  value.  If  you  transfer  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 you select a guarantee
period and renew for the same term, the count will be one; but if you renew 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  how  investments  within  selected   portfolios
performed.  The  variable  accumulated  value will also reflect  deductions  for
charges and fees. A valuation  period  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.

How Variable Accumulation Units Are Valued

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 the date our Service Center receives:

a)    sufficient information, in an acceptable manner and form; or

b)    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 we
receive 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 can go either 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  multi-year  guarantee  period
options.

Transfers among the variable sub-accounts and the general account options may be
made by  submitting  a  request  to our  Service  Center  in a form  and  manner
acceptable to us. The transfer request must specify:

a)   the variable  sub-accounts  and/or the general  account  options from which
     your transfer is to be made;

b)    the amount of your transfer; and

c) the  variable  sub-accounts  and/or  general  account  options to receive the
transferred amount.

The minimum amount which you may transfer from the variable sub-accounts and the
general account options is $1,000. Transfers among the variable sub-accounts are
also subject to the terms and conditions imposed by the portfolios.

When a transfer is made from a multi-year guarantee period before the end of its
term,  the  amount  transferred  may be  subject to an  interest  adjustment.  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.

We currently impose a transfer fee of $10 for each transfer in excess of 18 made
during the same contract year. We reserve the right to waive the transfer fee or
vary the number of  transfers  without  charge.  We may also choose not to count
transfers  under certain  options or services for purposes of the allowed number
without  charge.  See  Other  Restrictions  below  for  additional   limitations
regarding  transfers.  A transfer  generally  will be  effective on the date the
request for transfer is received by our Service Center.

If a  transfer  reduces  the  value  in a  variable  sub-account  or  multi-year
guarantee period to less than $1,000,  then we reserve the right to transfer the
remaining amount along with the amount  requested to be transferred.  We will do
this according to the transfer  instructions provided by you. Under current law,
there will not be any tax liability for transfers within the contract.

Telephone Transfers

We will allow telephone transfers if the owner has provided proper authorization
for such transfers in a form and manner  acceptable to us.  Withdrawals  are not
permitted by  telephone.  We will employ  reasonable  procedures to confirm that
instructions   communicated  by  telephone  are  genuine.   If  we  follow  such
procedures,  we  will  not be  liable  for any  losses  due to  unauthorized  or
fraudulent instructions. In the opinion of certain government regulators, we may
be liable for such losses if it does not follow those procedures. The procedures
we will  follow for  telephone  transfers  may  include  requiring  some form of
personal  identification  before acting on  instructions  received by telephone,
providing  written  confirmation of the  transaction,  and/or tape recording the
instructions given by telephone.

Other Restrictions

We  reserve  the right  without  prior  notice to modify,  restrict,  suspend or
eliminate the transfer 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.  We have 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. This
is likely to arise when the volume of  transfers is high,  since each  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,  we reserve the right to
require that all transfer requests be made by the owner and not by a third party
holding a power of attorney.  We also require that each  transfer you request be
made by a separate  communication  to us. We also  reserve  the right to require
that each  transfer  request be submitted  in writing and be manually  signed by
owners. We may choose not to allow telephone or facsimile transfer requests.

Dollar Cost Averaging

Before  the  annuity  date,  you  may  request  that  amounts  be  automatically
transferred  on a monthly  basis from a source  account,  which is currently the
money  market  sub-account,  to  any  of  the  variable  sub-accounts.  You  can
accomplish  this by  submitting  a request to our  Service  Center in a form and
manner  acceptable  to us. Other  source  accounts  may be  available;  call our
Service Center for information regarding availability.

You may  only  dollar  cost  average  from one  source  account  at a time.  The
transfers  will begin when you request,  but no sooner than one week  following,
receipt  of such  request.  For new  variable  annuity  contracts,  dollar  cost
averaging transfers will not begin until the later of:

a)    30 days after the contract effective date; or

b) the estimated end of the free look period which allows 5 days for delivery.

Transfers will continue for the number of consecutive  months which you selected
unless:

a)    you terminate the transfers;

b) we  automatically  terminate  the transfers  because  there are  insufficient
amounts in the source account; or

c) for other reasons that are described in the election form.

You may request that monthly  transfers  be continued  for a specific  length of
time.  You can do this by  giving  notice  to our  Service  Center in a form and
manner acceptable to us within 30 days before the last monthly transfer.  If you
do not make a request to  continue  the  monthly  transfers,  this  option  will
terminate  automatically with the last transfer at the end of the length of time
you initially designated.

Eligibility Requirements for Dollar Cost Averaging

In order to be  eligible  for dollar  cost  averaging,  the value of your source
account must be at least $5,000.  This limit 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.

Currently,  we do not charge for the dollar  cost  averaging  option nor do they
count toward the number of transfers  allowed  without charge per contract year.
We may charge in the future for dollar cost averaging.

Dollar  cost  averaging  transfers  may not be made  to or from  any  multi-year
guarantee  period  option.  Dollar cost averaging may not be elected at the same
time that automatic asset rebalancing is in effect.

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  percentages  which you  initially
defined.  As the owner,  you may  instruct  us 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  your
instructions  to us and  accepted  by us. You may elect to have the  rebalancing
done on an annual, semi-annual or quarterly basis. You may elect to have amounts
allocated  among  the  variable   sub-accounts  using  whole  percentages.   The
multi-year guaranteed period option cannot be rebalanced.

You may elect to establish,  change or terminate the automatic asset rebalancing
by submitting a request to our Service Center in a form and manner acceptable to
us. Automatic asset  rebalancing  currently will not count towards the number of
transfers without charge in a contract year. We reserve 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.  We may charge
for this service in the future, 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,  you may make transfers among variable
sub-accounts  after the annuity date by giving a written  request to our Service
Center, subject to the following provisions:

a)   transfers after the annuity date may be made no more than four times during
     any contract year; and

b)   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

If you are the owner of a non-qualified  contract,  you may withdraw all or part
of the cash  surrender  value at any time  before the  annuity  date by giving a
written request to our Service Center. For qualified contracts, you should refer
to the terms of the particular retirement plan or arrangement for any additional
limitations or restrictions,  including prohibitions,  on cash withdrawals.  The
cash  surrender  value is equal to the account  value,  minus any  account  fee,
interest  adjustment 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.  It must be received
along with all  completed  forms  required at that time by us. 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  our  Service  Center to
withdraw  amounts from specific  variable  sub-accounts  and/or from the general
account  options.  If you do not specify,  the withdrawal will be taken pro rata
from the account value.

A partial withdrawal request cannot be fulfilled if it would reduce your account
value to less than $2,000. In such instances, you will be notified.

Any  withdrawal  requests,  including  surrender  requests,  generally  will  be
processed as of the end of the valuation period during which the request and all
completed forms are received. We will pay any cash withdrawal, settlement option
payment or lump sum death  benefit due from the variable  account and process of
any transfers within seven days from the date we receive your request.  However,
we may postpone such payment if:

      the New York Stock  Exchange  is closed for other than usual  weekends  or
     holidays, or trading on the Exchange is otherwise restricted;

an   emergency exists as defined by the Commission,  or the Commission  requires
     that trading be restricted; or

      the Commission permits a delay for the protection of owners.

The withdrawal request will be effective when we receive all required withdrawal
request forms.  Payments to you for any monies  derived from a purchase  payment
which you made by check may be delayed until your check has cleared your bank.

When you make a withdrawal from a multi-year  guarantee period before the end of
its term, the amount you withdraw may be subject to an interest adjustment.

We may delay payment of any withdrawal  from the general  account options for up
to six months  after we receive  the request  for such  withdrawal.  If we delay
payment for more than 30 days, we will pay interest on the withdrawal  amount up
to the date of payment.

Since  you as the  owner  assume  the  investment  risk for all  amounts  in the
variable  account and because certain  withdrawals  are subject to charges,  the
total amount paid upon  surrender of your  contract may be more or less than the
total purchase payments.

You 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 before the annuity date.

The tax  consequences  of a withdrawal or surrender are discussed  later in this
prospectus.
Systematic Withdrawal Option

Before the annuity date, you may elect to have  withdrawals  automatically  made
from one or more variable  sub-accounts 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-accounts and/or the general account in
the  percentage   allocations  you  specify.   Unless  you  specify   otherwise,
withdrawals  will be pro rata from  account  value.  You cannot make  systematic
withdrawals  from a  variable  sub-account  from  which  dollar  cost  averaging
transfers are being made. Likewise, systematic withdrawals cannot be used at the
same time that the automatic payment option is in effect. If you take systematic
withdrawals from the general account,  applicable interest adjustments may apply
to withdrawals from the guarantee periods.

To be eligible for the systematic  withdrawal  option, the account value must be
at least $25,000 at the time of election. The minimum monthly amount that can be
withdrawn is $100.  Currently you can elect any amount over $100 to be withdrawn
systematically. You may also make partial withdrawals while receiving systematic
withdrawals.

The  withdrawals  will continue  indefinitely  unless you terminate them. If you
choose to terminate this option, you may not elect to use it again until the end
of the next 12 full months.

We  reserve  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, before age 59 1/2,  subject to a 10%
federal tax penalty.

Automatic Payout Option

Before the annuity  date,  for certain  qualified  contracts,  you may elect the
automatic payout option,  or APO, to satisfy minimum  distribution  requirements
under the following sections of the Code:

      401(a)(9);

      403(b); and

      408(b)(3).

For IRAs and  SEP/IRAs,  this  option may be elected no earlier  than six months
before the calendar year in which you, as the owner, attain age 70 1/2. Payments
may not begin earlier than January of such calendar year.

For other  qualified  contracts,  APO can be elected no earlier  than six months
before the later of:

a)    when you attain age 70 1/2; or

b) when you retire 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 your
84th birthday.

Other Automatic Payout Option Information. Withdrawals will be from the variable
sub-accounts  and/or  the  general  account  you  designate  in  the  percentage
allocations you specify. If you do not indicate  otherwise,  withdrawals will be
pro rata  from  account  value.  You can not make  withdrawals  from a  variable
sub-account from which you have designated that dollar cost averaging  transfers
be  made.  This  calculation  and APO are  based  solely  on the  value  in this
contract.  If you take APO  withdrawals  from the  general  account,  applicable
interest adjustments may apply to withdrawals from the guarantee periods.

To be eligible for this option, you must meet the following conditions:

a)   your  account  value must be at least  $25,000 at the time you select  this
     option; and

b)   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 you terminate them. 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,  the death  benefit  will be equal to
account value.

If the GMDB Rider is elected and if death  occurs  before the  annuity  date and
before  any  owner's  85th  birthday,  the  death  benefit  will be equal to the
greatest of:

a)    the account value;

b)   the sum of all  purchase  payments,  less  withdrawals  taken,  adjusted as
     described below, and the applicable premium tax charges; and

c)   the highest account value on any contract anniversary before the earlier of
     the owner's or joint owner's 85th  birthday,  plus purchase  payments made,
     less withdrawals taken, adjusted as described below, and applicable premium
     tax charges since that contract anniversary.

If the GMDB Rider is elected and if death  occurs  before the  annuity  date and
after either the deceased  owner's or joint  owner's  85th  birthday,  the death
benefit will be equal to the greater of:

a)    the account value; and

b)   the highest account value on any contract anniversary before the earlier of
     the owner's or joint owner's 85th birthday  plus  purchase  payments  made,
     less  withdrawals  taken,  adjusted as described  below, and any applicable
     premium tax charges since that contract anniversary.

Withdrawal  Adjustment.  Upon withdrawal,  the amount of the death benefit under
the GMDB Rider will be reduced.  The amount of that  reduction  will depend upon
whether  the account  value is more or less than the  guaranteed  minimum  death
benefit on the date of withdrawal. If the account value is equal to or more than
the guaranteed minimum death benefit,  the benefit will be reduced by the dollar
amount of any  withdrawals.  If the  account  value is less than the  guaranteed
minimum  death  benefit,  the  benefit  will be reduced  proportionately  to the
reduction in the account  value.  For  example,  if the  withdrawal  reduces the
account  value by 20%,  then the  guaranteed  minimum death benefit will also be
reduced by 20%.

Payment of Death Benefit

The death  benefit is  generally  payable  upon  receipt of proof of death of an
owner.  Once we have received  this proof,  and the  beneficiary  has selected a
method of  settlement,  the death  benefit  generally  will be paid within seven
days,  or as soon  thereafter  as we have  sufficient  information  to make  the
payment.

The death  benefit  will be  determined  as of the end of the  valuation  period
during which our Service Center receives:

a)    proof of death of the owner or joint owner; and

b) 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 an owner's  death.  No 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  portfolios.  For this reason,  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

You may select one or more beneficiaries by designating the person or persons to
receive the amounts  payable under the contract.  The  individuals you designate
will receive the percentage you establish if:

      you die before the annuity date and there is no joint owner; or

      you die after the annuity date and settlement  option  payments have begun
     under a selected  settlement option that guarantees  payments for a certain
     period of time.

If a  beneficiary  dies  before the owner,  that  beneficiary's  interest in the
annuity will end upon his or her death.

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 the  contract  unless the owner gives us
other instructions at the time the beneficiaries are named.

We 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  must 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).  The contract  will remain in force with the
annuitant's surviving spouse as the new annuitant if:

      the contract is owned by a trust; and

      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
persons involved in the contract. The death benefit will be payable to the first
person  from the  applicable  list below who  survives  the owner by at least 30
days:

If the owner is the annuitant:

      the joint owner, if any; or

      the beneficiary, if any.

If the owner is not the annuitant:

      the joint owner, if any; or

      the beneficiary, if any; or

      the annuitant; or

      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 the 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 than 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 or persons selects another option as provided below.

In lieu of the automatic form of death benefit  specified  above,  the person or
persons to whom the death benefit is payable may elect to receive it:

      in a lump sum; or

      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 before 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 the  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.

Administrative Charges

Account Fee. At the end of each  contract  year and before the annuity  date, we
deduct 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 $30 per  contract  year.  If the  contract is  surrendered,  the
account fee, unless waived, will be deducted from a full surrender.  The account
fee will be  deducted  on a pro rata  basis,  based on values,  from the account
value.  The fee deductions will be based on 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 multi-year guarantee period option.
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 you, as
owner, surrender the contract.

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. This fee is $2.50 each month if monthly payments are made.
This fee will not be  changed.  No  annuity  fee  will be  deducted  from  fixed
payments. This fee may be waived.

Administrative   Expense  Charge.  We  also  make  a  daily  deduction  for  the
administrative  expense  charge from the variable  account  before and after the
contract  effective date at an effective  current annual rate of 0.15% of assets
held in each variable  sub-account to reimburse us for administrative  expenses.
We have the ability in most states to increase or decrease this charge,  but the
charge is guaranteed not to exceed 0.35%. We 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

We deduct a charge for bearing  certain  mortality  and expense  risks under the
contracts.  This is a daily charge at an  effective  annual rate of 1.25% of the
assets in the  variable  account.  We  guarantee  that this charge of 1.25% 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 us. The mortality
risks assumed by us arise from our  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 before the
annuity date.

The  expense  risk  assumed  by us is the  risk  that  our  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,  we will bear  these  losses.  If this  charge is more than
sufficient,  any excess  will accrue to us.  Currently,  we expect a profit from
this charge.

The cost of contract  distribution will be met from our general corporate assets
which may include  amounts,  if any, derived from the mortality and expense risk
charge.

Guaranteed Minimum Death Benefit Rider

If you elect the  Guaranteed  Minimum  Death  Benefit,  or GMDB,  Rider when the
contract is purchased,  a fee will be deducted at the end of each contract month
while the rider continues in force in the amount of 1/12 of 0.20% of the account
value at that time.  The account  value is the sum of the  variable  accumulated
value and the general account  options  accumulated  value.  The fee is deducted
first  from the  variable  accumulated  value by  taking a  deduction  from each
variable  sub-account  pro  rata  basis  based  on the  value  in each  variable
sub-account through the cancellation of variable accumulation units. If there is
insufficient  variable  accumulated  value,  the  remained  of the  fee  will be
deducted pro rata from the values in the general account  options.  Any interest
adjustments  will apply,  although  we reserve  the right to waive the  interest
adjustment.

Guaranteed Minimum Income Benefit
Rider

You may only  elect  the  Guaranteed  Minimum  Income  Benefit,  or GMIB,  Rider
together  with the GMDB  Rider.  The total fee we will deduct at the end of each
month is 1/12 of  0.40%  of the  account  value  at that  time.  The fee for the
GMDB/GMIB Riders is deducted from each variable  sub-account on a pro rata basis
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 adjustments will apply. We reserve the right to waive the
interest adjustment.

Premium Tax Charges

Currently  there is no charge  for  premium  taxes  except  upon  annuitization.
However,  we may be  required  to pay  premium or  retaliatory  taxes  currently
ranging from 0% to 5%. We reserve 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  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

We  currently  impose a fee for each  transfer  in  excess  of the first 18 in a
single  contract  year.  We will deduct the charge from the amount  transferred.
This  fee is $10  and  will  be  used to help  cover  our  costs  of  processing
transfers.  We  reserve  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

We  reserve  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, we reserve 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  we  determine  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.

Interest Adjustment

For a description of the interest adjustment applicable to early withdrawals and
transfers from a multi-year  guaranteed  period option,  see The General Account
Options in Appendix A of this prospectus.

Sales in Special Situations

We may sell the  contracts  in special  situations  that are expected to involve
reduced expenses for us. These instances may include sales:

      in certain group arrangements, such as employee savings plans;

     to current or former officers, directors and employees, and their families,
of Transamerica and its affiliates;

     to  officers,  directors,  and  employees,  and  their  families,  and  the
portfolios' investment advisers and their affiliates; or

      to  officers,  directors,   employees  and  sales  agents  also  known  as
     registered  representatives,  and their families,  and  broker-dealers  and
     other financial institutions that have sales agreements with us to sell the
     contracts.
In these situations:

a)   the  mortality  and expense  risk charge or  administrative  charges may be
     reduced or waived; and/or

b)   certain  amounts  may  be  credited  to the  contract  account  value  (for
     examples,  amounts related to commissions or sales  compensation  otherwise
     payable to a broker-dealer may be credited to the contract account value).

These  reductions  in fees or  charges  or  credits  to  account  value will not
unfairly  discriminate  against any contract owner.  These reductions in fees or
charges  or credits to account  value may be  taxable  and  treated as  purchase
payments for purposes of income tax and any possible premium tax charge.

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, a subsidiary of AEGON N.V. 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 1%, 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.


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 you. You select the
annuity  date and you may change the date from time to time by giving  notice to
our Service Center in a form and manner  acceptable to us. Notice of each change
must be received by our Service Center at least 30 days before 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
     earlier 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 an  annuitant's  100th
     birthday.

The latest  allowed  annuity  date may vary in certain  jurisdictions  and under
certain programs or circumstances.

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.

Annuity Amount

Unless you  elected the GMIB Rider,  the  annuity  amount is the account  value,
minus any interest adjustment and any applicable premium tax charges.

Guaranteed Minimum Income Benefit
Rider

You may elect the GMIB Rider, but only if you
also elect the GMDB Rider. You may only elect the GMIB Rider before the contract
effective  date and only if you and the joint  owner are less than 80 years old.
No change in owners or  annuitants is allowed while the GMIB Rider is in effect.
You may cancel the GMIB Rider, but after cancellation, it may not be reinstated.

The guaranteed  minimum income benefit before the contract  anniversary on which
you or the joint owner reaches age 85 will be the settlement  option that can be
purchased with the amount that is the greatest of:

a)    the account value;

b) all purchase  payments,  less  withdrawals  taken and applicable  premium tax
charges; and

c)   the highest  account value on any contract  anniversary  before your or the
     joint owner's 85th  birthday,  plus  purchase  payments made since the last
     contract  anniversary,  and less withdrawals  taken since that anniversary,
     and applicable premium tax charges.

Between the contract  anniversary on which you or the joint owner reaches age 85
and the contract anniversary on which you or the joint owner reaches age 90, the
GMIB is the settlement  option which can be purchased with the amount calculated
before either of you reach 85 plus purchase payments and less withdrawals taken.

After the contract  anniversary  on which you or the joint owner reaches age 90,
the GMIB is the settlement option that can be purchased with the account value.

The  guaranteed  minimum  death  benefit  will be  reduced  each time you take a
withdrawal.  The amount of the reduction depends on whether the account value is
more or less than the GMIB  amount  on the date of  withdrawal.  If the  account
value is equal to or more than the GMIB,  the GMIB amount will be reduced by the
dollar  amount of the  withdrawal.  If the  account  value is less that the GMIB
amount, the GMIB will be reduced proportionately to the reduction in the account
value.  For example,  the withdrawal  reduces the account value by 20%, the GMIB
will also be reduced by 20%.

The settlement option that you may purchase with the GMIB Rider is a life and 10
year period certain annuity.  If the life expectancy of the oldest owner is less
than 10 years as specified by the life  expectancy  table used by the IRS,  then
the  settlement  option will be a life and period  certain  annuity in which the
period certain is the life  expectancy of the oldest owner.  The actuarial basis
for the annuity rates under this option is the 1983 IAM Table,  with  projection
G,  with an  interest  rate of 3% per year for  males,  females  or  unisex,  as
appropriate.

You may  exercise a  settlement  option  under the Rider only during the 30 days
following  each  contract  anniversary   beginning  with  the  seventh  contract
anniversary and only between the oldest owner's 60th and 90th birthdays.

The GMIB will be determined  as of the end of the valuation  period during which
our Service Center receives the written notice of the settlement  option elected
by you.

Settlement Option Payments

If the amount of the monthly  payment  from the  settlement  option you selected
would result in a monthly settlement option payment of less than $150, or if the
annuity  amount  is less  than  $5,000,  we  reserve  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.

You may choose from the settlement  options below. We 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 and in some jurisdictions.  We reserve
the right to ask for satisfactory  proof of the annuitant's or joint annuitant's
age.  We 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.

You 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,  you may, by written
request,  change the settlement option or payment option. The request for change
must be received by our Service Center at least 30 days before 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, we will make  settlement  option payments
according to the 120 month  period  certain and life  settlement  option and the
applicable provisions of the contract.

Payment Options

You 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
according  to the terms of the  settlement  option you  select.  If you select a
fixed  payment  option,  the portion of the annuity  amount used to provide that
payment  option  will  be   transferred   to  the  general   account  assets  of
Transamerica. The amount of payments will be established by the fixed settlement
option  which  you  select  and by the age and sex,  if  sex-distinct  rates are
allowed by law, of the annuitants.  Payment amounts will not reflect  investment
performance  after the annuity date. The fixed payment amounts are determined by
applying the fixed  settlement  option purchase rate,  which is 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-accounts.  The
variable  settlement  option  purchase  rate tables in the  contract  reflect an
assumed,  but not  guaranteed,  annual  interest rate of 5.4%. If the actual net
investment  performance of the variable sub-accounts is less than 5.4%, then the
dollar amount of the actual payments will decrease. If the actual net investment
performance of the variable  sub-accounts  is higher than 5.4%,  then the dollar
amount of the actual payments will increase.  If the net investment  performance
exactly equals the 5.4% rate, then the dollar amount of the actual payments will
remain constant. We may offer other assumed annual interest rates.

Variable payments will be based on the variable  sub-accounts you select, and on
the monies which you allocate among them.

For  further  details as to the  determination  of  variable  payments,  see the
Statement of Additional Information.

Settlement Option Forms

As owner,  you may choose any of the settlement  option forms  described  below.
Subject  to our  approval,  you may  select any other  settlement  option  forms
offered by us in the future.

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.  We  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, 180 or 240 months.

     If the  annuitant  dies  after all  payments  have been made for the period
     certain,  payments will cease with the payment that is paid just before the
     annuitant dies. No death 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  you  provide
     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 as 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  arrangement
     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 upon 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.  We will need proof of age for the annuitant  and joint  annuitant
     before payments start.

5.   Other Forms of Payment.  We can provide benefits under any other settlement
     option not  described in this section as long as we agree to these  options
     and they comply  with any  applicable  state or federal law or  regulation.
     Requests  for any other  settlement  option  must be made in writing to our
     Service Center at least 30 days before the annuity date.

After the annuity date:

a)   you will not be allowed to make any  changes in the  settlement  option and
     payment option;

b)    no additional purchase payments will be accepted under the contract; and

c)   no further  withdrawals  will be allowed for fixed  payment  options or for
     variable  payment options under which payments are being made based on life
     contingencies.

As the  owner of a  non-qualified  contract,  you may,  at any  time  after  the
contract date, write to us at our Service Center to change the payee of benefits
being provided under the contract. The effective date of change in payee will be
the later of:

a)    the date we receive the written request for such change; or

b)    the date specified by you.

As the owner of a  qualified  contract,  you 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
for U.S.  persons  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.   If  you  are  concerned  about  these  tax
implications,  you should consult a competent tax adviser before  initiating any
transaction.  This  discussion  is based upon our  understanding  of the present
federal  income  tax  laws as they are  currently  interpreted  by the  Internal
Revenue Service,  or 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. If a prospective owner is not a U.S. person,
see Annuity Contracts  Purchased by Nonresident Aliens and Foreign  Corporations
below.

The contract may be purchased on a non-tax  qualified  basis, as a non-qualified
contract,  or  purchased  and used in  connection  with  plans  or  arrangements
qualifying  for  special  tax  treatment  as  a  qualified  contract.  Qualified
contracts are designed for use in connection with plans or arrangements entitled
to special income tax treatment under Code Sections 401,  403(b),  408 and 408A.
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;

      the tax and employment status of the individual concerned; or

      Transamerica's tax status.

In addition,  certain requirements must be satisfied when purchasing a qualified
contract  with  proceeds  from  a  tax  qualified   retirement   plan  or  other
arrangement.  Certain requirements must also be met when 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
individual 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, as prospective purchaser,  you
must specify whether you are 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,  we may require that the
prospective  purchaser provide information with regard to the federal income tax
status of the previous annuity  contract.  We 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.  We 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.   Code  Section  72  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 for example,  via  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"  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.  For  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.

For  withdrawals  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 later, under Qualified Contracts If a partial withdrawal
from  the  multi-year  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 multi-year  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 us 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.

The  withholding  rate  varies  according  to the type of  distribution  and the
owner's tax status.  Eligible rollover  distributions  from Section 401(a) plans
and Section  403(b) tax  sheltered  annuities  are subject to mandatory  federal
income tax withholding at the rate of 20%. An eligible rollover  distribution is
the taxable  portion of any  distribution  from such a plan,  except for certain
distributions  or settlement  option  payments made in a specified form. The 20%
mandatory  withholding  does not apply,  however,  if the owner chooses a direct
rollover from the plan to another  tax-qualified  plan or to an IRA described in
Code Section 408.

The  federal  income  tax  withholding  rate for a  distribution  that is not an
eligible rollover distribution is 10% of the taxable amount of the distribution.

If  distributions  are delivered to foreign  countries,  federal income tax will
generally  be withheld at a 10% rate unless you certify to us that you are not a
U. S. citizen  residing abroad or a tax avoidance  expatriate as defined in Code
Section 877. Such  certification may result in mandatory  withholding of federal
income taxes at a different rate.

Penalty Tax. A federal  income tax penalty equal to 10% of the amount treated as
taxable income may be imposed. In general,  however,  there is no penalty tax on
distributions:

a)    made on or after the date on which the owner attains age 59 1/2;

b)    made as a result of death or disability of the owner; or

c)   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:

a)   if  distributed  in a lump sum, they are taxed in the same manner as a full
     surrender as described above; or

b)   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, or 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 Code Section 72(e). 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 that 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  before age 59 1/2, subject to certain  exceptions;  distributions
that do not conform to specified  commencement and minimum  distribution  rules;
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.

For qualified plans under Section 401(a),  403(a) and 403(b),  the Code requires
that distributions generally must commence no later than the later of April 1 of
the  calendar  year  following  the  calendar  year in which  the  owner or plan
participant:

a)    reaches age 70 1/2; or

b) retires and distribution must be made in a specified manner.
If  the  plan  participant  is a 5  percent  owner,  as  defined  in  the  Code,
distributions  generally  must begin no later than April 1 of the calendar  year
following the calendar year in which the owner or plan  participant  reaches age
70 1/2. For IRAs and SEP/IRAs described in Section 408, distributions  generally
must commence no later than the later of April 1 of the calendar year  following
the  calendar  year in which the owner or plan  participant  reaches age 70 1/2.
Roth IRAs under Section 408A do not require distributions at any time before the
owner's death.

Qualified  Pension  and  Profit  Sharing  Plans.  Code  Section  401(a)  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.  If you are buying a
contract for use with such plans, you should seek competent  advice.  Advice you
receive  should  address the  suitability of the proposed plan documents and the
contract to your specific needs.

Individual Retirement Annuities (IRA),  Simplified Employee Plans (SEP) and Roth
IRAs.  The sale of a  contract  for use with any IRA may be  subject  to special
disclosure  requirements  of the IRS. If you purchase a contract for use with an
IRA you will be provided with  supplemental  information  required by the IRS or
other appropriate agency.

You will have the right to cancel your  purchase  within 7 days of  whichever is
earliest:

a)    the establishment of your IRA; or

b)    your purchase.

If you intend to make such a purchase,  you should seek  competent  advice as to
the suitability of the contract you are  considering  purchasing for use with an
IRA.

The contract is designed for use with IRA  rollovers  and  contributory  IRAs. A
contributory IRA is a contract to which initial and subsequent purchase payments
are  subject  to  limitations  imposed by the Code.  Code  Section  408  permits
eligible individuals to contribute to an individual  retirement program known as
an Individual Retirement Annuity or Individual Retirement Account, or IRA. Also,
distributions  from certain other types of qualified plans may be rolled over on
a tax-deferred basis into an IRA.

Earnings  in an IRA are not taxed  until  distribution.  IRA  contributions  are
limited  each year to the lesser of $2,000 or 100% of the owner's  compensation,
including   earned   income  as  defined  in  Code  Section   401(c)(2).   These
contributions   may  be  deductible  in  whole  or  in  part  depending  on  the
individual's  adjusted  gross  income  and  whether  or not  the  individual  is
considered an active  participant  in a qualified  plan. The limit on the amount
contributed to an IRA does not apply to  distributions  from certain other types
of  qualified  plans that are rolled over on a  tax-deferred  basis into an IRA.
Amounts  in the IRA,  other  than  nondeductible  contributions,  are taxed when
distributed  from the  IRA.  Distributions  before  age 59 1/2,  unless  certain
exceptions apply, are subject to a 10% penalty tax.

Eligible  employers that meet specified criteria under Code Section 408(k) could
establish  simplified  employee pension plans, or 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.  SEP/IRAs are subject to certain Code  requirements  regarding
participation and amounts of contributions.

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. Code Section
408A permits  eligible  individuals  to contribute  to an individual  retirement
program known as a Roth IRA, although  contributions are not tax deductible.  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. Distributions from a Roth IRA generally
are not taxed, except that, once total distributions exceed contributions to the
Roth IRA, income tax and a 10% penalty tax may apply to distributions you take:

a)    before age 59 1/2, subject to certain exceptions; or

b)  during  the five  taxable  years  starting  with the year in which you first
contributed to the Roth IRA.

If you intend to purchase such a contract,  you should seek competent  advice 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:

a)    elective contributions made in years beginning after December 31, 1988;

b)    earnings on those contributions; and

c) 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.  There may be other  restrictions that
apply to the election, commencement, or distribution of benefits under qualified
contracts,  or under the terms of the plans under which contracts are issued.  A
qualified  contract will be amended as necessary to conform to the  requirements
of the Code.


<PAGE>


Annuity Contracts Purchased by
Nonresident Aliens and Foreign
Corporations

The discussion above provided general information  regarding U.S. federal income
tax consequences to annuity owners that are U.S. persons.  Taxable distributions
made to owners  who are not U.S.  persons  will  generally  be  subject  to U.S.
federal  income  tax  withholding  at a 30%  rate,  unless a lower  treaty  rate
applies.  In addition,  distributions  may be subject to state and/or  municipal
taxes and taxes that may be imposed by the  owner's  country of  citizenship  or
residence.  Prospective  owners  are  advised to consult  with a  qualified  tax
adviser  regarding U.S.,  state,  and foreign  taxation for any annuity contract
purchase.

Taxation of Transamerica

We are 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, we believe 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,  we do not  anticipate  that we will incur any  federal  income tax
liability attributable to the variable account and, therefore,  we do not intend
to make  provisions for any such taxes.  However,  if changes in the federal tax
laws or  interpretations  thereof  result in our being  taxed on income or gains
arising  from the  variable  account,  then we 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.  Code Section 817(h) 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,  as 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, we do 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.  We  therefore
reserve 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,  Code Section  72(s)  requires any  non-qualified
contract to provide that:

a)   if any owner  dies on or after the  annuity  date but  before  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  before 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.

This interest is  distributed  over the life of the 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 the
owner as a beneficiary. Upon the owner's death, ownership of the contract passes
to  the  "designated   beneficiary."   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 Code Section 72(s),  although no regulations  interpreting
these  requirements have yet been issued. All provisions in the contract will be
interpreted to maintain this 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

Legislation  has been  proposed in the past that,  if enacted,  would  adversely
modify the federal  taxation of certain  insurance  and annuity  contracts.  For
example,  one proposal  would tax  transfers  among  investment  options and tax
exchanges  involving  variable  contracts.  A second  proposal  would reduce the
investment in the contract under cash value life  insurance and certain  annuity
contracts  by  certain  amounts,  thereby  increasing  the  amount of income for
purposes of computing  gain.  Although the likelihood of there being any changes
is  uncertain,  there is always the  possibility  that the tax  treatment of the
contracts could be changed by legislation or other means.  Moreover,  it is also
possible that any change could be  retroactive,  that is,  effective  before the
date of the change. You should consult a tax adviser with respect to legislative
developments and their effect on the contract.

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, we may advertise  yields and average annual total returns for
the variable sub-accounts.  In addition, we 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:

a)   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

b)   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 our advertisements and sales literature,  we may discuss,  and may illustrate
by graphs, charts, or through other means of written communication:

      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.

We 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.  We may also  discuss  the Social
Security system and its projected  payout levels and retirement plans generally,
using graphs, charts and other illustrations.

We 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.  We 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.

We may also advertise performance figures for the variable sub-accounts based on
the performance of a portfolio  before the time the variable  account  commenced
operations.

YEAR 2000 ISSUE

Many computer  software  systems in use today cannot  distinguish  the year 2000
from the year 1900 because dates are encoded using the standard six-place format
that  allows  entry of only the last two  digits of the year.  This is  commonly
known as the "Year 2000 Problem".

Regarding our systems and software that  administer  the  contracts,  we believe
that our own internal systems will be Year 2000 ready. Additionally,  we require
third party  vendors that supply  software or  administrative  services to us in
connection  with the  contract  administration,  to certify  that such  software
and/or services will be Year 2000 ready.

The "Year 2000 Problem"  could  adversely  impact the portfolios if the computer
systems used by the portfolios' investment adviser,  sub-adviser,  custodian and
transfer agent (including service providers'  systems) do not accurately process
date  information  on or after  January 1, 2000.  The  investment  advisers  are
addressing  this issue by testing the  computer  systems they use to ensure that
those  systems will operate  properly on or after  January 1, 2000,  and seeking
assurances  from other service  providers they use that their  computer  systems
will be adapted to address the "Year 2000  Problem"  in time to prevent  adverse
consequences on or after January 1, 2000.  However,  especially when taking into
account  interaction  with  other  systems,  it is  difficult  to  predict  with
precision  that there will be no disruption  of services in connection  with the
year 2000.

We continue to believe that we will achieve Year 2000  readiness.  However,  the
size and complexity of our systems and the need for them to interface with other
systems  internally  and  with  those  of  our  customers,   vendors,  partners,
governmental  agencies and other outside  parties,  creates the possibility that
some systems may experience  Year 2000 problems.  Although we believe we will be
properly prepared for the date change, we are also developing  contingency plans
to minimize any potential disruptions to operations,  especially from externally
interfaced systems over which we have limited or no control.

This issue  could also  adversely  impact the value of the  securities  that the
portfolios invest in if the issuing  companies'  systems do not operate properly
on or after January 1, 2000,  and this risk could be heightened  for  portfolios
that invest  internationally.  Refer to the  prospectuses for the portfolios for
more information.

The above information is subject to the Year 2000 Readiness Disclosure Act. This
act may limit your legal rights in the event of a dispute.

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

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 AND FINANCIAL
STATEMENTS

The consolidated  financial  statements of Transamerica at December 31, 1998 and
1997 and for each of the three years in the period ended  December 31, 1998, and
the financial  statements of Separate  Account VA-7 at December 31, 1998 and for
the period then ended, appearing in the Statement of Additional Information have
been audited by Ernst & Young LLP, Independent  Auditors,  as set forth in their
reports  appearing in the  Statement of  Additional  Information.  The financial
statements audited by Ernst & Young LLP have been included in reliance upon such
reports  given upon the  authority  of such firm as experts  in  accounting  and
auditing.

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.  The shares will be voted 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  coincident
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  before  such  meeting in  accordance  with
procedures established by the respective portfolios.

Shares  for  which no  timely  instructions  are  received  and  shares  held by
Transamerica  for 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 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.

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>



<TABLE>
<CAPTION>

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 OF CONTENTS                                                                             Page
<S>                                                                                                <C>
THE CONTRACT ....................................................................................  3
NET INVESTMENT FACTOR ...........................................................................  3
VARIABLE PAYMENT OPTIONS.........................................................................  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....................................................  7
         Standard Total Return Calculations......................................................  7
         Adjusted Historical Portfolio Performance Data..........................................  7
         Other Performance Data..................................................................  8
HISTORICAL PERFORMANCE DATA......................................................................  8
         General Limitations.....................................................................  8
         Historical Performance Data.............................................................  8
DISTRIBUTION OF THE CONTRACT.....................................................................16
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...........................................................17
STATE REGULATION.................................................................................17
RECORDS AND REPORTS..............................................................................17
FINANCIAL STATEMENTS.............................................................................17
APPENDIX.........................................................................................18



</TABLE>


<PAGE>


Appendix A

THE GENERAL ACCOUNT OPTIONS
(Not available in all states)

This prospectus is generally intended to serve as a disclosure document only for
the contract and the  variable  account.  For  complete  details  regarding  the
general account options, see the contract itself.

The account value  allocated to the general  account options becomes part of the
general  account  of   Transamerica,   which  supports   insurance  and  annuity
obligations.  Because of exemptive and exclusionary provisions, interests in the
general account have not been  registered  under the Securities Act of 1933 (the
"1933 Act"),  nor is the general  account  registered as an  investment  company
under the 1940 Act.

Accordingly, neither the general account nor any interests therein are generally
subject to the provisions of the 1933 Act or the 1940 Act, and  Transamerica has
been advised that the staff of the  Securities  and Exchange  Commission has not
reviewed the disclosures in this prospectus  which relate to the general account
options.

The general account options are part of the general account of Transamerica. The
general  account  of  Transamerica   consists  of  all  the  general  assets  of
Transamerica, other than those in the variable account, or in any other separate
account.  Transamerica  has sole  discretion to invest the assets of its general
account subject to applicable law.

The  allocation  or transfer of funds to the general  account  options  does not
entitle  the  owner to share in the  investment  performance  of  Transamerica's
general account.

THE MULTI-YEAR GUARANTEE PERIOD OPTIONS

The  multi-year  guarantee  period  options  provide  guaranteed  fixed rates of
interest compounded  annually for specific guarantee periods.  Amounts allocated
to the multi-year  guarantee period options will be credited with interest of no
less


than 3% per year.  Amounts  withdrawn from a guarantee  period before the end of
its  guarantee  period will be subject to an interest  adjustment,  as explained
below.

Each  guarantee  period  offers  a  specified   duration  with  a  corresponding
guaranteed  interest rate.  Currently we are offering three, five and seven year
guarantee periods, but these may change at any time.

The owner bears the risk that, after the initial guarantee period,  Transamerica
will not credit  interest in excess of 3% per year to amounts  allocated  to the
multi-year guarantee period options.

Each amount  allocated or transferred to the multi-year  guarantee period option
will establish a new guarantee  period of a duration you select from among those
then being offered by us. Every  guarantee  period we offer will have a duration
of at least one year. The minimum amount that may be allocated or transferred to
a  guarantee  period is $1,000.  Purchase  payments  allocated  to a  multi-year
guarantee  period  will be  credited  on the date the payment is received at our
Service Center. Any amount transferred from another multi-year  guarantee period
or from a variable  sub-account  to a  guarantee  period  will  establish  a new
guarantee period as of the effective date of the transfer.

Multi-Year Guarantee Period

Each multi-year  guarantee period will have its own guaranteed interest rate and
expiration  date. The guaranteed  interest rate applicable to a guarantee period
will depend on the date the guarantee  period is  established,  the duration you
choose and the class of that guarantee period. A guarantee period chosen may not
extend beyond the annuity date.

We reserve the right to limit the maximum number of multi-year guarantee periods
that may be in effect at any one time.

We will  establish  effective  annual  rates of  interest  for  each  multi-year
guarantee  period.  The  effective  annual rate of interest we  establish  for a
multi-year  guarantee  period  will  remain in effect  for the  duration  of the
guarantee  period.  Interest will be credited to a guarantee period based on its
daily  balance at a daily rate which is equivalent  to the  guaranteed  interest
rate  applicable  to that  guarantee  period for amounts  held during the entire
guarantee period.

Amounts  withdrawn or transferred  from a guarantee period before its expiration
date will be subject to an interest  adjustment as described  below. In no event
will the effective  annual rate of interest  applicable to a guarantee period be
less than 3% per year.

Interest Adjustment

If any amount is withdrawn or  transferred  from a guarantee  period  before its
expiration  date,  excluding  withdrawals  for the  purpose  of paying the death
benefit,  the amount  withdrawn  or  transferred  will be subject to an interest
adjustment.  The interest  adjustment reflects the impact that changing interest
rates have on the value of money invested at a fixed interest rate. The interest
adjustment is computed by multiplying the amount withdrawn or transferred by the
following factor:

[(1 + I) divided by (1 + J + 0.005)]N/12 -1 where:

     I   is the guaranteed interest rate in effect;

     J is the current  interest rate  available for a period equal to the number
     of years  remaining in the  guarantee  period at the time of  withdrawal or
     transfer; fractional years are rounded up to the next full year; and

     N is the  number  of full  months  remaining  in the  term at the  time the
     withdrawal or transfer request is processed

In general,  the  interest  adjustment  will  operate to decrease the value upon
withdrawal  or transfer  when the  guaranteed  interest  rate in effect for that
allocation  is  lower  than the  current  interest  rate,  as of the date of the
transaction, that would apply for a guarantee period equal to the number of full
years  remaining  in the  guarantee  period as of that  date.  For  purposes  of
determining the interest  adjustment,  if we do not offer a guarantee  period of
that duration, the applicable current interest rate will be determined by linear
interpolation between current interest rates for two periods that are available.
If the current  interest rate thus determined plus 1/2 of one percent is greater
than the guaranteed  interest rate, the interest adjustment will be negative and
amount withdrawn or transferred will be decreased. However, the value will never
be decreased below the initial allocation plus daily interest at 3% interest per
year. There are no positive interest adjustments.

Expiration of a Multi-Year Guarantee
Period

At least 45 days,  but not more than 60 days,  before the  expiration  date of a
guarantee  period,  we  will  notify  you as to  the  options  available  when a
guarantee period expires. You may elect one of the following:

a)   transfer the amount held in that guarantee period to a new guarantee period
     from among those being offered by us at such time; or

b)   transfer the amount held in that guaranteed  period to one or more variable
     sub-accounts or to another general account option then available.

We must receive your notice  electing one of these at our Service  Center by the
expiration date of the guarantee  period. If such election has not been received
by us at our  Service  Center,  the amount  held in that  guarantee  period will
remain in the  guaranteed  period  account.  A new guarantee  period of the same
duration as the expiring  guarantee  period, if offered,  will  automatically be
established  by us with a new  guaranteed  interest rate declared by us for that
guarantee  period.  The new guarantee period will start on the day following the
expiration date of the previous guarantee period.

If we are not currently  offering a guarantee period having the same duration as
the expiring  guarantee period, the new guarantee period will be the next longer
duration,  or if we are not offering a guarantee period longer than the duration
of the  expiring  guarantee  period,  the next  shorter  duration.  However,  no
guarantee period can extend beyond the annuity date.

If the amount  held in an  expiring  guarantee  period is less than  $1,000,  we
reserves  the  right to  transfer  such  amount  to the  money  market  variable
sub-account.
Appendix B

Example of Variable Accumulation Unit Value Calculations

Suppose the net asset  value per share of a portfolio  at the end of the current
valuation period is $20.15;  at the end of the immediately  preceding  valuation
period it was $20.10;  the  valuation  period is one day;  and no  dividends  or
distributions  caused the  portfolio  to go  "ex-dividend"  during  the  current
valuation period. $20.15 divided by $20.10 is 1.002488.

Subtracting  the one day risk factor for  mortality  and expense risk charge and
the  administrative  expense  charge of  .00367%  (the daily  equivalent  of the
current  charge of 1.35% on an annual  basis) gives a net  investment  factor of
1.00245.

If the value of the variable  accumulation  unit for the  immediately  preceding
valuation period had been 15.500000,  the value for the current valuation period
would be 15.53798 (15.5 x 1.00245).

Example of Variable Annuity Unit Value Calculations

Suppose  the  circumstances  of the  first  example  exist,  and the  value of a
variable  annuity unit for the immediately  preceding  valuation period had been
13.500000.

If the first variable  annuity payment is determined by using an annuity payment
based on an  assumed  interest  rate of 4% per year,  the value of the  variable
annuity unit for the current  valuation period would be 13.53163 (13.5 x 1.00245
(the net investment factor) x 0.999893).

 0.999893 is the factor,  for a one day valuation  period,  that neutralizes the
assumed  rate of four  percent  (4%) per year  used to  establish  the  variable
annuity rates found in the contract.



Example of Variable Annuity Payment Calculations

Suppose  that the  account is  currently  credited  with  3,200.000000  variable
accumulation units of a particular variable sub-account.

Also suppose that the variable  accumulation unit value and the variable annuity
unit value for the  particular  variable  sub-account  for the valuation  period
which ends  immediately  preceding  the first day of the month is 15.500000  and
13.500000  respectively,  and that  the  variable  annuity  rate for the age and
elected is $5.73 per $1,000.

Then the first variable annuity payment would be:

3,200 x 15.5 x 5.73 divided by 1,000 = $284.21,

and the number of variable annuity units credited for future payments would be:

284.21 divided by 13.5 = 21.052444.

For the second monthly payment,  suppose that the variable annuity unit value on
the 10th day of the second month is 13.565712.  Then the second variable annuity
payment would be

$285.59 (21.052444 x 13.565712).


<PAGE>


Appendix C

CONDENSED FINANCIAL INFORMATION

Certain of the following  condensed  financial  information  is derived from the
financial  statements  of the  variable  account.  You  should  read the data in
conjunction  with the financial  statements,  related notes, and other financial
information included in the Statement of Additional Information



The following table sets forth certain  information  regarding the  sub-accounts
for the period from  October 2, 1998,  the  inception  of the  variable  account
through  December 31, 1998. The variable  account received its first deposits on
November 2, 1998.  Although all of the  sub-accounts  shown below were available
for investment on October 2, 1998, only 7 received  allocations during 1998. The
variable  accumulation unit values and the number of variable accumulation units
outstanding for each sub-account for the periods shown are as follows:


<PAGE>


<TABLE>
<CAPTION>



                         Period Ending December 31, 1998

                      Alger American       Alliance VPF     Alliance VPF     Dreyfus VIF Cap    Dreyfus VIF
                     Income & Growth      Growth & Income  Premier Growth  Appreciation Growth   Small Cap
                       Sub-Account          Sub-Account      Sub-Account       Sub-Account      Sub-Account
Accumulation Unit Value
<S>                         <C>              <C>               <C>              <C>                 <C>
    at Beginning of Period  $10.00           $10.00            $10.00           $10.00              $10.00
Accumulation Unit Value
    at End of Period      $12.95              $12.85           $14.03            $12.29           $13.60
Number of Accumulation
    Units Outstanding
    at End of Period      641.633             617.735            --                --               --


                        Janus Aspen       Janus Aspen Series  MFS VIT                MFS VIT           MFS VIT
                      Series Balanced    Worldwide Growth  Emerging Growth     Growth with Income     Research
                        Sub-Account         Sub-Account      Sub-Account           Sub-Account       Sub-Account
Accumulation Unit Value
    at Beginning of Period$10.00              $10.00           $10.00                $10.00            $10.00
Accumulation Unit Value
    at End of Period      $13.16              $13.38           $14.41                $12.10            $12.99
Number of Accumulation
    Units Outstanding
    at End of Period      634.385             410.412            --                    --              652.600


                           MSDW                MSDW               MSDW UF      OCC Accumulation    OCC Accumulation
                     UF Fixed Income       UF High Yield   International Magnum  Trust Managed      Trust Small Cap
                        Sub-Account         Sub-Account         Sub-Account       Sub-Account         Sub-Account
Accumulation Unit Value
    at Beginning of Period$10.00              $10.00              $10.00            $10.00              $10.00
Accumulation Unit Value
    at End of Period      $10.60              $10.31              $10.71            $10.54               $8.97
Number of Accumulation
    Units Outstanding
    at End of Period        --                  --                  --                --
- --


                       Transamerica       Transamerica
                        VIF Growth      VIF Money Market
                        Sub-Account        Sub-Account
Accumulation Unit Value
    at Beginning of Period$10.00              $1.00
Accumulation Unit Value
    at End of Period      $13.50              $1.01
Number of Accumulation
    Units Outstanding
    at End of Period    14,417.336         64,111.340

</TABLE>

<PAGE>





Appendix D

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,  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 in 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.

General Account: The assets of Transamerica that are not allocated to a separate
account.

General Account Options:  The multi-year  guarantee period options offered by us
to which the owner may allocate purchase payments and transfers.

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,
and/or transfers out to the variable account before the annuity date.

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 Options:  An option 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.

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 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, which is generally 4:00
p.m. Eastern Time of the New York Stock Exchange on consecutive valuation days.

Variable  Account:  Separate  Account VA-7, 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 the contract before 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.


<PAGE>


Appendix E

Transamerica Life Insurance and Annuity Company

DISCLOSURE STATEMENT
for Individual Retirement Annuities

The following  information  is being  provided to you, the owner,  in accordance
with the  requirements of the Internal  Revenue  Service (IRS).  This Disclosure
Statement  contains  information  about  opening and  maintaining  an Individual
Retirement  Account or Annuity (IRA),  and summarizes  some of the financial and
tax consequences of establishing an IRA.

Part I of this Disclosure  Statement  discusses  Traditional IRAs, while Part II
addresses Roth IRAs.  Because the tax consequences of the two categories of IRAs
differ  significantly,  it is important that you review the correct part of this
Disclosure  Statement  to learn  about  your  particular  IRA.  This  Disclosure
Statement does not discuss Education IRAs or SIMPLE-IRAs, except as necessary in
the context of discussing other types of IRAs.

Your  Transamerica Life Insurance and Annuity  Company's  Individual  Retirement
Annuity,  also referred to as a Transamerica Life IRA Contract has been approved
as to  form  by the  IRS.  In  addition,  we are  using  an IRA  and a Roth  IRA
Endorsement  based on the  IRS-approved  text.  Please  note  that IRS  approval
applies only to the form of the contract and does not represent a  determination
of the merits of such IRA contract.

It may be  necessary  for us to  amend  your  Transamerica  Life IRA or Roth IRA
Contract  in  order  for us to  obtain  or  maintain  IRS  approval  of its  tax
qualification.  In  addition,  laws and  regulations  adopted  in the future may
require  changes to your  contract in order to preserve its status as an IRA. We
will send you a copy of any such amendment.

No contribution to a Transamerica  Life IRA will be accepted under a SIMPLE plan
established by any employer pursuant to Internal Revenue Code Section 408(p). No
transfer or rollover of funds  attributable to contributions made by an employer
to your SIMPLE IRA under the employer's SIMPLE plan may be transferred or rolled
over to


your  Transamerica  Life  IRA  before  the  expiration  of the two  year  period
beginning on the date you first  participated in the employer's  SIMPLE plan. In
addition, depending on the annuity contract you purchased, contributory IRAs may
or may not be available.

This Disclosure Statement includes the non-technical  explanation of some of the
changes  made by the Tax Reform Act of 1986  applicable  to IRAs and more recent
changes  made by the Small  Business  Job  Protection  Act of 1996,  the  Health
Insurance Portability and Accountability Act of 1996, the Tax Relief Act of 1997
and the IRS Restructuring and Reform Act of 1998.

The  information  provided  applies  to  contributions  made  and  distributions
received after  December 31, 1986,  and reflects the relevant  provisions of the
Code as in effect on January 1, 1999. This Disclosure  Statement is not intended
to constitute tax advice,  and you should consult a tax professional if you have
questions about your own circumstances.

Revocation of Your IRA or Roth IRA

You have the  right to  revoke  your  Traditional  IRA or Roth IRA  issued by us
during  the  seven  calendar  day  period  following  its   establishment.   The
establishment  of your Traditional IRA or Roth IRA contract will be the contract
effective  date. This seven day calendar period may or may not coincide with the
free look period of your contract.

In order to  revoke  your  Traditional  IRA or Roth IRA,  you must  notify us in
writing and you must mail or deliver your revocation to us postage prepaid,  at:
401 North Tryon Street,  Charlotte,  NC 28202. The date of the postmark,  or the
date of  certification  or registration if sent by certified or registered mail,
will be considered your revocation  date. If you revoke your  Traditional IRA or
Roth IRA during the seven day period,  an amount  equal to your  premium will be
returned to you without any adjustment.

Definitions

Code -  Internal  Revenue  Code of 1986,  as  amended,  and  regulations  issued
thereunder. Contributions - Purchase payments paid to your contract.

Contract - The annuity policy, certificate or contract which you purchased.

Compensation - For purposes of  determining  allowable  contributions,  the term
compensation   includes  all  earned   income,   including   net  earnings  from
self-employment  and alimony or separate  maintenance  payments received under a
decree of divorce or separate  maintenance  and includable in your gross income,
but does not include  deferred  compensation or any amount received as a pension
or annuity.

Regular Contributions - In General

As is more fully discussed  below,  for 1998 and later years,  the maximum total
amount that you may  contribute  for any tax year to your  regular IRAs and your
regular Roth IRAs combined is $2,000,  or if less,  your  compensation  for that
year.  Once you attain  age 70 1/2,  this limit is reduced to zero only for your
regular  IRAs,  not for  your  Roth  IRAs,  but the  separate  limit on Roth IRA
contributions  can be reduced to zero for taxpayers  with adjusted gross income,
also referred to as AGI, above certain  levels,  as described  below in Part II,
Section 1. While your Roth IRA contributions are never deductible,  your regular
IRA contributions are fully deductible, unless you, or your spouse, is an active
participant in some form of  tax-qualified  retirement plan for the tax year. In
the latter case, any deductible  portion of your regular IRA  contributions  for
each year is subject to the limits that are  described  below in Part I, Section
2, and any remaining regular IRA contributions for that year must be reported to
the  IRS  as  nondeductible  IRA   contributions,   along  with  your  Roth  IRA
contributions.

IRA PART I: TRADITIONAL IRAs

The rules that apply to a Traditional  Individual Retirement Account or Annuity,
or IRA or  Traditional  IRA and which  includes a regular  or Spousal  IRA and a
rollover IRA,  generally also apply to IRAs under  Simplified  Employee  Pension
plans, or SEP-IRAs, unless specific rules for SEP-IRAs are stated.



1. Contributions

(a) Regular IRA.  Regular IRA  contributions  must be in cash and are subject to
the limits described above.  Such  contributions are also subject to the minimum
amount under the  Transamerica  IRA contract.  In addition,  any of your regular
contributions  to an IRA for a tax  year  must be  made  by the  due  date,  not
including  extensions,  for your federal tax return for that tax year.  See also
Part II, Section 4 below about  recharacterizing  IRA and Roth IRA contributions
by such date.

(b) Spousal IRA. If you and your spouse file a joint  federal  income tax return
for the taxable year and if your spouse's  compensation,  if any,  includable in
gross income for the year is less than the compensation includable in your gross
income for the year,  you and your spouse may each  establish  your own separate
regular  IRA,  and Roth IRA,  and may make  contributions  to such IRAs for your
spouse  that are not  limited by your  spouse's  lower  amount of  compensation.
Instead,  the limit for the total  contribution to spousal IRAs that can be made
by you or your spouse for the tax year is:

1.    $2,000; or

2.   if less,  the  total  combined  compensation  for both you and your  spouse
     reduced by any deductible IRA  contributions and any Roth IRA contributions
     for such year.

As with any regular IRA contributions,  those for your spouse cannot be made for
any tax year in which your spouse has attained age 70 1/2, must be in cash,  and
must be made by the due date, not including extensions,  for your federal income
tax return for that tax year.

(c) Rollover IRA.  Rollover  contributions to a Traditional IRA are unlimited in
dollar   amount.   These  can  include   rollover   contributions   of  eligible
distributions  received by you from  another  Traditional  IRA or  tax-qualified
retirement plan.  Generally,  any distribution  from a tax-qualified  retirement
plans,  such as a pension or profit sharing plan, Code Section 401(k) plan, H.R.
10 or Keogh plan, or a Traditional  IRA can be rolled over to a Traditional  IRA
unless it is a  required  minimum  distribution  as  discussed  below in Part I,
Section  4(a) or it is part of a series of  payments to be paid to you over your
life,  life  expectancy  or  a  period  of  at  least  10  years.  In  addition,
distributions of "after-tax"  plan  contributions,  i.e.,  amounts which are not
subject to federal income tax when distributed  from a tax-qualified  retirement
plan,  are not  eligible to be rolled over to an IRA. If a  distribution  from a
tax-qualified plan or a Traditional IRA is paid to you and you want to roll over
all  or  part  of  the  eligible  distributed  amount  to  a  Transamerica  Life
Traditional  IRA, the rollover must be  accomplished  within 60 days of the date
you receive the amount to be rolled over. However,  you may roll over any amount
from one Traditional  IRA into another  Traditional IRA only once in any 365-day
period.

A timely  rollover of an eligible  distributed  amount that has been paid to you
directly will prevent its being taxable to you at the time of distribution; that
is, none of it will be  includable  in your gross income until you withdraw some
amount from your rollover IRA. However,  any such  distribution  directly to you
from a  tax-qualified  retirement  plan is generally  subject to a mandatory 20%
withholding tax.

By  contrast,  a  direct  transfer  from a  tax-qualified  retirement  plan to a
Traditional  IRA is  considered  a "direct"  rollover  and is not subject to any
mandatory  withholding  tax,  or other  federal  income  tax,  upon  the  direct
transfer.  If you elect to make such a "direct"  rollover  from a  tax-qualified
plan to a Transamerica  Life  Traditional  IRA, the  transferred  amount will be
deposited directly into your rollover IRA.

Strict limitations apply to rollovers,  and you should seek competent tax advice
in order to comply with all the rules governing rollovers.

(d) Direct  Transfers from another  Traditional  IRA. You may make an initial or
subsequent  contribution to your  Transamerica Life Traditional IRA by directing
the fiduciary or issuer of any of your  existing IRAs to make a direct  transfer
of all or part of such IRAs in cash to your  Transamerica  Life Traditional IRA.
Such a direct transfer  between  Traditional IRAs is not considered a rollover ,
e.g., for purposes of the 1-year waiting period or withholding.



(e) Simplified  Employee Pension Plan, or SEP-IRA. If an IRA is established that
meets the  requirements of a SEP-IRA,  generally your employer may contribute an
amount not to exceed the lesser of 15% of your includable compensation ($160,000
for 1999, adjusted for inflation  thereafter) or $30,000,  even after you attain
age 70 1/2. The amount of such contribution is not includable in your income for
federal income tax purposes.  In the case of a SEP-IRA that has a  grandfathered
qualifying  form  of  salary  reduction,  referred  to  as a  SARSEP,  that  was
established  by an employer  before 1997,  generally any  employee,  including a
self-employed individual, who:

1.    has worked for the employer for 3 of the last 5 preceding tax years;

2.    is at least age 21; and

3.   has  received  from the  employer  compensation  of at  least  $400 for the
     current tax year, adjusted for inflation after 1999.

is eligible to make a before tax salary reduction contribution to the SARSEP for
the  current  tax year of up to  $10,000,  adjusted  for  inflation  after 1998,
subject to the overall limits for SEP-IRA contributions.

Your  employer is not  required to make a SEP-IRA  contribution  in any year nor
make the same percentage  contribution each year. But if contributions are made,
they  must be made to the  SEP-IRA  for all  eligible  employees  and  must  not
discriminate in favor of highly  compensated  employees.  If these rules are not
met, any SEP-IRA  contributions  by the employer  could be treated as taxable to
the employees and could result in adverse tax consequences to the  participating
employee.  For further  details about SARSEPs and SEP-IRAs,  e.g., for computing
contribution limits for self-employed  individuals,  see IRS Publication 590, as
indicated below.

(f) Responsibility of the Owner.  Contributions,  rollovers, or transfers to any
IRA must be made in accordance with the appropriate  sections of the Code. It is
your full and sole  responsibility  to determine  the tax  deductibility  of any
contribution  to  your  Traditional  IRA,  and to  make  such  contributions  in
accordance with the Code.  Transamerica does not provide tax advice, and assumes
no liability for the tax consequences of any  contribution to your  Transamerica
Life Traditional IRA.

2. Deductibility of Contributions for a Regular IRA

(a) General  Rules.  The  deductible  portion of the  contributions  made to the
regular IRAs for you, or your spouse,  for a tax year depends on whether you, or
your  spouse,  is an  "active  participant"  in  some  type  of a  tax-qualified
retirement plan for such year, as described in Section 2(b) immediately below.

If you and your spouse file a joint  return for a tax year and neither of you is
an active  participant for such year, then the permissible  contributions to the
regular IRAs for each of you are fully  deductible up to $2,000 each, i.e., your
combined deductible IRA contribution limit for the tax year could be $4,000.

Similarly,  if you are not married, or treated as such, for the tax year and you
are not an active  participant for such year, the permissible  contributions  to
your  regular  IRAs for the tax year are  fully  deductible  up to  $2,000.  For
instance,  if you and your spouse file separate returns for the tax year and you
did not live together at any time during such tax year,  then you are treated as
unmarried for such year, and if you were not an active  participant  for the tax
year,  then your deductible  limit for your regular IRA  contribution is $2,000,
even if your spouse was an active participant for such year.

If you are an active  participant  for the tax year,  then your $2,000  limit is
subject to a phase-out rule if your AGI for such year exceeds a Threshold Level,
depending on your tax filing status and the calendar year. If, however, you are


not an active  participant for the tax year but your spouse is, then your $2,000
limit  is  subject  to the  phase-out  rule  only if your AGI  exceeds  a higher
Threshold Level. See Part I, Section 2(c), below.

(b)  Active  Participant.  You  are an  "active  participant"  for a year if you
participate in some type of tax-qualified  retirement plan. For example,  if you
participate in a qualified pension or profit sharing plan, a Code Section 401(k)
plan, certain  government plans, a tax-sheltered  arrangement under Code Section
403,  a SIMPLE  plan or a  SEP-IRA  plan,  you are  considered  to be an  active
participant.  Your  Form W-2 for the year  should  indicate  your  participation
status.

(c) Adjusted Gross Income,  or AGI. If you are an active  participant,  you must
look at your  AGI for the  year,  or if you and  your  spouse  file a joint  tax
return,  you use  your  combined  AGI,  to  determine  whether  you  can  make a
deductible IRA contribution for that taxable year. The instructions for your tax
return will show you how to calculate  your AGI for this purpose.  If you are at
or below a certain AGI level,  called the Threshold Level, you are treated as if
you were not an active  participant  and you can make a deductible  contribution
under the same rules as a person who is not an active participant.

If you are an active  participant  for the tax year,  then your Threshold  Level
depends upon whether you are a married  taxpayer  filing a joint tax return,  an
unmarried  taxpayer,  or a married taxpayer filing a separate tax return. If you
are a married  taxpayer but file a separate tax return,  the Threshold  Level is
$0. If you are a married  taxpayer  filing a joint tax return,  or an  unmarried
taxpayer,  your  Threshold  Level  depends  upon the  taxable  year,  and can be
determined using the appropriate table below:


<PAGE>
         Married Filing Jointly      Unmarried

         Taxable      Threshold      Taxable        Threshold
         Year         Level          Year           Level

         1998         $50,000        1998            $30,000
         1999         $51,000        1999            $31,000
         2000         $52,000        2000            $32,000
         2001         $53,000        2001            $33,000
         2002         $54,000        2002            $34,000
         2003         $60,000        2003            $40,000
         2004         $65,000        2004            $45,000
         2005         $70,000        2005 and
         2006         $75,000         thereafter     $50,000
         2007 and
              thereafter        $80,000
<PAGE>



Beginning  in 1998,  if you are not an active  participant  for the tax year but
your spouse is, and you are not treated as unmarried for filing  purposes,  then
your Threshold Level is $150,000.

If your AGI is less than  $10,000  above your  Threshold  Level,  or $20,000 for
married  taxpayers  filing  jointly for the taxable  year  beginning on or after
January 1, 2007, you will still be able to make a deductible  contribution,  but
it will be  limited  in  amount.  The  amount  by which  your AGI  exceeds  your
Threshold  Level is called your Excess AGI. The Maximum  Allowable  Deduction is
$2,000,  even for  Spousal  IRAs.  You can  calculate  your  Deduction  Limit as
follows:

10,000 - Excess AGI  x  Maximum Allowable Deduction = Deduction Limit 10,000
- -------------------

For taxable  years  beginning  on or after  January 1, 2007,  married  taxpayers
filing  jointly  should  substitute  20,000  for  10,000  in the  numerator  and
denominator of the above equation.

You must round up any computation of the Deduction Limit to the next highest $10
level,  that is, to the next highest number which ends in zero. For example,  if
the result is $1,525,  you must  round it up to $1,530.  If the final  result is
below $200 but above zero,  your Deduction  Limit is $200.  Your Deduction Limit
cannot in any event exceed 100% of your compensation.

3. Nondeductible Contributions to Regular IRAs

The amounts of your regular IRA  contributions  which are not deductible will be
nondeductible  contributions  to  such  IRAs.  You  may  also  choose  to make a
nondeductible  contribution to your regular IRA, even if you could have deducted
part or all of the contribution.  Interest or other earnings on your regular IRA
contributions,  whether from deductible or nondeductible contributions, will not
be taxed until taken out of your IRA and distributed to you.

If you make a  nondeductible  contribution to an IRA, you must report the amount
of the  nondeductible  contribution  to the IRS as a part of your tax return for
the year, e.g., on Form 8606.

4. Distributions

(a) Required Minimum Distributions,  or RMD. Distributions from your Traditional
IRAs must be made or begin no later than April 1 of the calendar year  following
the calendar year in which you attain age 70 1/2, the required  beginning  date.
You may take RMDs from any Traditional  IRA you maintain,  but not from any Roth
IRA, as long as:

1.    distributions begin when required;

2.    distributions are made at least once a year; and

3. the amount to be  distributed  is not less than the  minimum  required  under
current federal tax law.

If you own more than one  Traditional  IRA, you can choose  whether to take your
RMD from one  Traditional  IRA or a  combination  of your  Traditional  IRAs.  A
distribution  may  be  made  at  once  in a  lump  sum,  as  qualifying  partial
withdrawals or as qualifying  settlement  option  payments.  Qualifying  partial
withdrawals   and  settlement   option   payments  must  be  made  in  equal  or
substantially equal amounts over:

1.    your life or the joint lives of you and your beneficiary; or

2.   a period not exceeding your life expectancy, as redetermined annually under
     IRS tables in the income tax  regulations,  or the joint life expectancy of
     you and your beneficiary,  as redetermined annually, if that beneficiary is
     your spouse.

Also,  special rules may apply if your designated  beneficiary,  other than your
spouse, is more than ten years younger than you.

If qualifying  settlement option payments start before the April 1 following the
year you  turn  age 70 1/2,  then the  annuity  date of such  settlement  option
payments will be treated as the required  beginning date for purposes of the RMD
provisions, above, and the death benefit provisions, below.

If you die before the entire interest in your Traditional IRAs is distributed to
you,  but after  your  required  beginning  date,  the entire  interest  in your
Traditional  IRAs must be distributed to your  beneficiaries at least as rapidly
as under the method in effect at your  death.  If you die before  your  required
beginning date and if you have a designated  beneficiary,  distributions to your
designated  beneficiary can be made in substantially equal installments over the
life or life expectancy of the designated beneficiary,  beginning by December 31
of the calendar  year that is one year after the year of your death.  Otherwise,
if you die before your required  beginning date and your surviving spouse is not
your designated  beneficiary,  distributions must be completed by December 31 of
the calendar year that is five years after the year of your death.

If your designated beneficiary is your surviving spouse, and you die before your
required   beginning   date,   your   surviving   spouse   can  become  the  new
owner/annuitant  and can continue the  Transamerica  Life Traditional IRA on the
same basis as before  your  death.  If your  surviving  spouse  does not wish to
continue  the  contract  as his or her IRA,  he or she may elect to receive  the
death benefit in the form of qualifying  settlement  option payments in order to
avoid the 5-year rule. Such payments must be made in substantially equal amounts
over  your  spouse's  life or a  period  not  extending  beyond  his or her life
expectancy.  Your  surviving  spouse must elect this option and begin  receiving
payments no later than the later of the following dates:

1.    December 31 of the year following the year you died; or

2.   December  31 of the year in which  you  would  have  reached  the  required
     beginning date if you had not died.

Either you or, if applicable, your beneficiary, is responsible for assuring that
the RMD is taken in a timely manner and that the correct amount is distributed.

(b)  Taxation  of  IRA  Distributions.  Because  nondeductible  Traditional  IRA
contributions  are made using income which has already been taxed, that is, they
are  not  deductible   contributions,   the  portion  of  the   Traditional  IRA
distributions consisting of nondeductible  contributions will not be taxed again
when  received  by you.  If you make  any  nondeductible  contributions  to your
Traditional  IRAs,  each  distribution  from any of your  Traditional  IRAs will
consist of a nontaxable portion,  return of nondeductible  contributions,  and a
taxable portion, return of deductible contributions, if any, and earnings.

Thus, if you receive a distribution  from any of your  Traditional  IRAs and you
previously made deductible and nondeductible contributions to such IRAs, you may
not  take a  Traditional  IRA  distribution  which  is  entirely  tax-free.  The
following  formula  is  used  to  determine  the  nontaxable   portion  of  your
distributions for a taxable year.

   Remaining nondeductible contributions

    Divided by

   Year-end total adjusted Traditional IRA balances

    Multiplied by

    Total distributions for the year

    Equals:

    Nontaxable distributions for the year

To figure the year-end total adjusted  Traditional  IRA balance,  you must treat
all of your  Traditional  IRAs as a single  Traditional  IRA.  This includes all
regular IRAs, as well as SEP-IRAs,  SIMPLE IRAs and Rollover  IRAs, but not Roth
IRAs.  You  also add  back to your  year-end  total  Traditional  IRA  balances,
specifically the distributions taken during the year from your Traditional IRAs.
Please refer to IRS Publication  590,  Individual  Retirement  Arrangements  for
instructions,  including worksheets,  that can assist you in these calculations.
Transamerica  Life Insurance and Annuity  Company will report all  distributions
from your  Transamerica  Traditional  IRA to the IRS as fully taxable  income to
you.

Even if you withdraw all of the assets in your  Traditional  IRAs in a lump sum,
you  will  not be  entitled  to use any form of lump  sum  treatment  or  income
averaging  to reduce the  federal  income  tax on your  distribution.  Also,  no
portion  of  your  distribution  qualifies  as a  capital  gain.  Moreover,  any
distribution  made before you reach age 59 1/2,  may be subject to a 10% penalty
tax on early distributions, as indicated below.

(c) Withholding.  Unless you elect not to have withholding apply, federal income
tax will be withheld from your  Traditional  IRA  distributions.  If you receive
distributions under a settlement option, tax will be withheld in the same manner
as taxes  withheld on wages,  calculated  as if you were married and claim three
withholding allowances. If you are receiving any other type of distribution, tax
will be  withheld  in the amount of 10% of the  distribution.  If  payments  are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to  Transamerica  that you are not a U. S. citizen
residing  abroad or a tax  avoidance  expatriate as defined in Code Section 877.
Such  certification may result in mandatory  withholding of federal income taxes
at a different rate.

5. Penalty Taxes

(a) Excess  Contributions.  If at the end of any taxable year the total  regular
IRA  contributions  you made to your  Traditional IRAs and your Roth IRAs, other
than  rollovers  or  transfers,  exceed the  maximum  allowable  deductible  and
nondeductible  contributions for that year, the excess  contribution amount will
be subject to a  nondeductible  6% excise  penalty tax.  Such penalty tax cannot
exceed 6% of the value of your IRAs at the end of such year.

However,  if you  withdraw  the excess  contribution,  plus any  earnings on it,
before  the due date for  filing  your  federal  income  tax  return,  including
extensions, for the taxable year in which you made the excess contribution,  the
excess contribution will not be subject to the 6% penalty tax. The amount of the
excess contribution withdrawn will not be considered an early distribution,  nor
otherwise be  includible  in your gross income if you have not taken a deduction
for the excess amount.

However, the earnings withdrawn will be taxable income to you and may be subject
to  the  10%  penalty  tax  on  early   distributions.   Alternatively,   excess
contributions  for one year may be  withdrawn  in a later year or may be carried
forward as regular IRA  contributions  in the following  year to the extent that
the excess, when aggregated with your regular IRA contributions, if any, for the
subsequent  year,  does  not  exceed  the  maximum   allowable   deductible  and
nondeductible  amount for that year. The 6% excise tax will be imposed on excess
contributions  in each  subsequent  year they are  neither  returned  to you nor
applied as permissible regular IRA contributions for such year.

(b) Early Distributions.  Since the purpose of an IRA is to accumulate funds for
retirement, your receipt or use of any portion of your IRA before you attain age
59 1/2 constitutes an early distribution subject to a 10% penalty tax unless the
distribution  occurs as a result  of your  death or  disability  or is part of a
series of  substantially  equal  payments made over your life  expectancy or the
joint life  expectancies  of you and your  beneficiary,  as determined  from IRS
tables in the income tax regulations.

Also,  the 10% penalty tax will not apply if  distributions  are used to pay for
medical expenses in excess of 7.5% of your AGI or if  distributions  are used to
pay for health insurance premiums for you, your spouse and/or your dependents if
you are an  unemployed  individual  who is receiving  unemployment  compensation
under federal or state programs for at least 12 consecutive weeks. Effective for
distributions  made in 1998 or later, the 10% penalty tax also will not apply to
an early  distribution made to pay for certain qualifying  first-time  homebuyer
expenses of you or certain  family  members,  or for certain  qualifying  higher
education expenses for you or certain family members.

First-time  homebuyer  expenses must be paid within 120 days of the distribution
from the IRA and include up to $10,000 of the costs of acquiring,  constructing,
or  reconstructing  a principal  residence,  including  any usual or  reasonable
settlement,  financing or other closing costs. Higher education expenses include
tuition,   fees,  books,   supplies,  and  equipment  required  for  enrollment,
attendance, and room and board at a post-secondary educational institution.  The
amount  of an  early  distribution,  excluding  any  nondeductible  contribution
included  therein,  is includable in your gross income and may be subject to the
10% penalty tax unless you transfer it to another IRA as a  qualifying  rollover
contribution.

(c) Failure To Satisfy RMD. If the RMD rules  described above in Part I, Section
4(a) apply to you and if the amount  distributed  during a calendar year is less
than the minimum  amount  required to be  distributed,  you will be subject to a
penalty tax equal to 50% of the excess of the amount  required to be distributed
over the amount actually distributed.

(d) Policy Loans and Prohibited  Transactions.  If you or any beneficiary engage
in any  prohibited  transaction,  such as any sale,  exchange  or leasing of any
property  between  you and the  Traditional  IRA, or any  interference  with the
independent  status of such IRA, the Traditional IRA will lose its tax exemption
and be  treated  as having  been  distributed  to you.  The value of the  entire
Traditional IRA,  excluding any  nondeductible  contributions  included therein,
will be includable in your gross income;  and, if at the time of the  prohibited
transaction you are under age 59 1/2, you may also be subject to the 10% penalty
tax on early distributions, as described above in Part I, Section 5(b).

If you borrow from or pledge your  Traditional  IRA, or your benefits  under the
contract,  as security for a loan,  the portion  borrowed or pledged as security
will cease to be  tax-qualified,  the value of that  portion  will be treated as
distributed  to you,  and you will  have to  include  the  value of the  portion
borrowed  or  pledged as  security  in your  income  that year for  federal  tax
purposes. You may also be subject to the 10% penalty tax on early distributions.

(e)  Overstatement  or  Understatement  of Nondeductible  Contributions.  If you
overstate  your  nondeductible  Traditional  IRA  contributions  on your federal
income tax return,  without  reasonable cause, you may be subject to a reporting
penalty.  Such a penalty also  applies for failure to file any form  required by
the IRS to report nondeductible  contributions.  These penalties are in addition
to any ordinary income or penalty taxes,  interest,  and penalties for which you
may be liable if you underreport  income upon receiving a distribution from your
Traditional  IRA. See Part I,  Section 4(b) above for the tax  treatment of such
distributions.

IRA PART II: ROTH IRAs

1. Contributions

(a) Regular  Roth IRA. You may make  contributions  to a regular Roth IRA in any
amount up to the  contribution  limits  described in Part II,  Section 3, below.
Such contributions are also subject to the minimum amount under the Transamerica
Life Roth IRA contract. Such contribution must be in cash. Your contribution for
a tax year  must be made by the due date,  not  including  extensions,  for your
federal income tax return for that tax year.  Unlike  Traditional  IRAs, you may
continue making Roth IRA  contributions  after reaching age 70 1/2 to the extent
that your AGI does not exceed the levels described below.

(b) Spousal  Roth IRA. If you and your  spouse file a joint  federal  income tax
return  for  the  taxable  year  and if  your  spouse's  compensation,  if  any,
includable in gross income for the year is less than the compensation includable
in your gross income for the year,  you and your spouse may each  establish your
own  individual  Roth  IRA and may make  contributions  to  those  Roth  IRAs in
accordance  with the rules and limits for  contributions  contained in the Code,
which are described in Part II, Section 3, below. Such  contributions must be in
cash. Your contribution to a Spousal Roth IRA for a tax year must be made by the
due date, not including extensions,  for your federal income tax return for that
tax year.

(c) Rollover Roth IRA. You may make  contributions to a Rollover Roth IRA within
60 days after  receiving a  distribution  from an existing Roth IRA,  subject to
certain limitations discussed in Part II, Section 3, below.

(d) Transfer  Roth IRA. You may make an initial or  subsequent  contribution  to
your  Transamerica  Life Roth IRA by  directing a fiduciary  or issuer of any of
your  existing  Roth IRAs to make a direct  transfer  of all or a portion of the
assets from such Roth IRAs to your Transamerica Life Roth IRA.

(e) Conversion  Roth IRA. You may make  contributions  to a Conversion  Roth IRA
within 60 days of receiving a distribution  from an existing  Traditional IRA or
by instructing the fiduciary or issuer of any of your existing  Traditional IRAs
to  make a  direct  transfer  of all or a  portion  of the  assets  from  such a
Traditional  IRA  to  your  Transamerica  Life  Roth  IRA,  subject  to  certain
restrictions and subject to income tax on some or all of the converted  amounts.
If your AGI, not including the conversion  amount,  is greater than $100,000 for
the tax year,  or if you are married and you and your spouse file  separate  tax
returns,  you may not convert or transfer any amount from a Traditional IRA to a
Roth IRA.

(f)  Responsibility  of  the  Owner.  Contributions,   rollovers,  transfers  or
conversions  to a Roth  IRA  must be made in  accordance  with  the  appropriate
sections  of  the  Code.  It is  your  full  and  sole  responsibility  to  make
contributions  to your Roth IRA in accordance with the Code.  Transamerica  Life
Insurance  and Annuity  Company  does not  provide  tax  advice,  and assumes no
liability for the tax consequences of any contribution to your Roth IRA.

2. Deductibility of Contributions

Your Roth IRA  permits  only  nondeductible  after-tax  contributions.  However,
distributions  from your Roth IRA are  generally  not subject to federal  income
tax. See Part II, 4(b) below.  This is unlike a Traditional  IRA,  which permits
deductible  and  nondeductible  contributions,  but  which  provides  that  most
distributions are subject to federal income tax.

3. Contribution Limits

Contributions  for each  taxable year to all  Traditional  and Roth IRAs may not
exceed the lesser of 100% of your  compensation or $2,000 for any calendar year,
subject  to AGI  phase-out  rules  described  below in Section  3(a).  Rollover,
transfer and  conversion  contributions,  if properly made, do not count towards
your maximum  annual  contribution  limit,  nor do employer  contributions  to a
SEP-IRA or SIMPLE IRA.


(a) Regular Roth IRAs.  The maximum  amount you may contribute to a regular Roth
IRA will depend on the amount of your AGI for the  calendar  year.  Your maximum
$2,000  contribution  limit begins to phase out when your AGI reaches $95,000 as
unmarried or $150,000 when married  filing  jointly.  Under this phase out, your
maximum  regular Roth IRA  contributions  generally  will not be less than $200;
however, no contribution is allowed if your AGI exceeds $110,000 as unmarried or
$160,000 when married filing jointly. If you are married and you and your spouse
file separate tax returns, your maximum regular Roth IRA contribution phases out
between $0 and  $10,000.  If you are married but you and your spouse lived apart
for the entire taxable year and file separate  federal income tax returns,  your
maximum  contribution  is  calculated  as if you were not  married.  You  should
consult your tax adviser to determine your maximum contribution.

You may make  contributions  to a regular Roth IRA after age 70 1/2,  subject to
the phase-out  rules.  Regular Roth IRA  contributions  for a tax year should be
reported on your tax return for that year, specifically, on Form 8606.

(b) Spousal Roth IRAs. Contributions to your lower-earning spouse's Spousal Roth
IRA may not exceed the lesser of:

1.   100%  of  both  spouses'  combined  compensation  minus  any  Roth  IRA  or
     deductible  Traditional  IRA  contribution  for the spouse  with the higher
     compensation for the year; or

2. $2,000,  as reduced by the phase-out  rules  described above for regular Roth
IRAs.

A maximum of $4,000 may be contributed to both spouses' Roth IRAs. Contributions
can be divided  between the spouses' Roth IRAs as you and your spouse wish,  but
no more than $2,000 in regular  Roth IRA  contributions  can be  contributed  to
either individual's Roth IRA each year.

(c) Rollover  Roth IRAs.  There is no limit on the amounts that you may rollover
from one Roth IRA into another Roth IRA,  including your  Transamerica Life Roth
IRA. You may roll over a  distribution  from any single Roth IRA to another Roth
IRA only once in any 365-day period.

(d)  Transfer  Roth  IRAs.  There is no limit on amounts  that you may  transfer
directly from one Roth IRA into another Roth IRA,  including  your  Transamerica
Life Roth  IRA.  Such a direct  transfer  does not  constitute  a  rollover  for
purposes of the 1-year waiting period.

(e) Conversion Roth IRAs. There is no limit on amounts that you may convert from
your Traditional IRA into your Transamerica Life Roth IRA if you are eligible to
open a Conversion Roth IRA as described in Part II, Section 1(e),  above. In the
case of a conversion  from a SIMPLE-IRA,  the  conversion may only be done after
the  expiration of your 2-year  participation  period  described in Code Section
72(t)(6).  However,  the  distribution  proceeds from your  Traditional  IRA are
includable in your taxable  income to the extent that they represent a return of
deductible  contributions  and earnings on any  contributions.  The distribution
proceeds from your Traditional IRA are not subject to the 10% early distribution
penalty tax, described below, if the distribution proceeds are deposited to your
Roth IRA within 60 days.

You can also make  contributions  to a Roth IRA by instructing  the fiduciary or
issuer,  custodian or trustee of your existing  Traditional IRAs to transfer the
assets in your  Traditional  IRAs to the Roth IRA,  which can be a successor  to
your existing  Traditional  IRAs. The transfer will be treated as a distribution
from your  Traditional  IRAs, and that amount will be includable in your taxable
income to the extent that it represents a return of deductible contributions and
earnings  on any  contributions,  but  will  not be  subject  to the  10%  early
distribution penalty tax.

If you converted  from a Traditional  IRA to a Roth IRA during 1998,  the income
reportable upon distribution from the Traditional IRA may be reportable entirely
for 1998 or reportable ratably over four years beginning in 1998.

4. Recharacterization of IRA Contributions

(a)  Eligibility.  By making a timely  transfer and election,  you generally can
treat a contribution  made to one type of IRA as made to a different type of IRA
for a taxable year.  For example,  if you make  contributions  to a Roth IRA and
later discover that you are not eligible to make Roth IRA contributions, you may
recharacterize  all  or a  portion  of the  contribution  as a  Traditional  IRA
contribution by the filing due date,  including  extensions,  for the applicable
tax year.

You may not recharacterize  amounts paid into a Traditional IRA that represented
tax-free rollovers or transfers, or employer contributions.

(b) Election.  You may elect to recharacterize a contribution amount made to one
type of IRA by simply making a trustee-to-trustee  transfer of such amount, plus
net income  attributable to it, to a second type of IRA on or before the federal
income  tax due  date,  including  extensions,  for the tax year for  which  the
contribution was initially made. After the recharacterization has been made, you
may not revoke or modify the election.

(c)  Taxation  of a  Recharacterization.  For  federal  income tax  purposes,  a
recharacterized  contribution  will be treated as having been contributed to the
transferee  IRA, rather than to the transferor IRA, on the same date and for the
same tax year that the  contribution was initially made to the transferor IRA. A
recharacterized transfer is not considered a rollover for purposes of the 1-year
waiting period.

The transfer of the contribution amount being  recharacterized  must include the
net income  attributable  to such  amount.  If such amount has  experienced  net
losses  as  of  the  time  of  the   recharacterization   transfer,  the  amount
transferred,  the original  contribution  amount less any losses, will generally
constitute  a transfer  of the entire  contribution  amount.  You must treat the
contribution  amount as made to the  transferee  IRA on your federal  income tax
return for the year to which the original contribution amount related.

For  reconversions  following  a  recharacterization,  see  Publication  590 and
Treasury Regulation Section 1.408A-5.

5. Distributions

(a) Required Minimum  Distribution,  or RMD. Unlike a Traditional IRA, there are
no rules that  require that any  distribution  be made to you from your Roth IRA
during your lifetime.

If you die before the entire value of your Roth IRA is  distributed  to you, the
balance of your Roth IRA must be distributed by December 31 of the calendar year
that is  five  years  after  your  death.  However,  if you  die and you  have a
designated beneficiary,  your beneficiary may elect to take distributions in the
form  of  qualifying   settlement   option  payments  in   substantially   equal
installments  over the life or life  expectancy of the  designated  beneficiary,
beginning by December 31 of the calendar year that is one year after your death.

If your  beneficiary  is your  surviving  spouse,  he or she can  become the new
owner/annuitant  and can  continue  the  Transamerica  Life Roth IRA on the same
basis as before your death.  If your surviving  spouse does not wish to continue
the  Transamerica  Life Roth IRA as his or her Roth IRA,  he or she may elect to
receive the death benefit in the form of qualifying  settlement  option payments
in order to avoid the 5-year  distribution  requirement.  Such  payments must be
made in  substantially  equal  amounts over your  spouse's  life or a period not
extending  beyond his or her life  expectancy.  Your surviving spouse must elect
this  option  and  begin  receiving  payments  no later  than  the  later of the
following dates:

1.    December 31 of the year following the year you died; or

2. December 31 of the year in which you would have reached age 70 1/2.

Your  beneficiary is responsible  for assuring that the RMD following your death
is taken in a timely manner and that the correct amount is distributed.

(b) Taxation of Roth IRA Distributions.  The amounts that you withdraw from your
Roth IRA are generally  tax-free.  For federal income tax purposes,  all of your
Roth IRAs are  aggregated and Roth IRA  distributions  are treated as made first
from Roth IRA  contributions  and second from earnings.  Distributions  that are
treated  as made from Roth IRA  contributions  are  treated  as made  first from
regular  Roth IRA  contributions,  which are always  tax-free,  and second  from
conversion or rollover Roth IRA contributions on a first-in,  first-out basis. A
distribution   allocable  to  a  particular  conversion  or  rollover  Roth  IRA
contribution  is treated as  consisting  first of the  portion,  if any,  of the
conversion contribution that was previously includible in gross income by reason
of the conversion.

In any  event,  since  the  purpose  of a Roth IRA is to  accumulate  funds  for
retirement,  your receipt or use of Roth IRA  earnings  before you attain age 59
1/2 , or within 5 years of your first  contribution to the Roth IRA, including a
contribution rolled over,  transferred or converted from a Traditional IRA, will
generally be treated as an early distribution  subject to regular income tax and
to the 10% penalty tax described below in Section 6(b).

No income tax will apply to earnings that are withdrawn before you attain age 59
1/2, but which are withdrawn five or more years after the first  contribution to
the Roth IRA, including a rollover or transfer contribution or conversion from a
Traditional IRA, where the withdrawal is made:

1.    upon your death or disability;  or

2. to pay  qualified  first-time  homebuyer  expenses  of you or certain  family
members.

No portion of your Roth IRA  distribution  qualifies as a capital gain. There is
also a separate  5-year  rule for the  recapture  of the 10% penalty tax that is
described  below in Section 6(b) and that  applies to any Roth IRA  distribution
made before age 59 1/2 if any conversion or rollover  contribution has been made
to any Roth IRA owned by the individual  within the 5 most recent taxable years,
even if this current  distribution from the Roth IRA is otherwise tax-free under
the rules described in this Subsection 5(b).

(c) Withholding.  If the  distribution  from your Roth IRA is subject to federal
income tax, unless you elect not to have withholding  apply,  federal income tax
will be withheld from your Roth IRA distributions.  If you receive distributions
under a  settlement  option,  tax will be  withheld  in the same manner as taxes
withheld on wages, calculated as if you were married and claim three withholding
allowances.  If you are  receiving any other type of  distribution,  tax will be
withheld in the amount of 10% of the amount of the distribution. If payments are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to Transamerica Life Insurance and Annuity Company
that you are not a U. S. citizen residing abroad or a "tax avoidance expatriate"
as defined in Code  Section  877.  Such  certification  may result in  mandatory
withholding of federal income taxes at a different rate. 6. Penalty Taxes

(a) Excess  Contributions.  If at the end of any taxable year your total regular
Roth IRA contributions,  other than rollovers, transfers or conversions,  exceed
the  maximum  allowable   contributions  for  that  year,  taking  into  account
Traditional IRA contributions, the excess contribution amount will be subject to
a nondeductible  6% excise penalty tax. Such penalty tax cannot exceed 6% of the
value of your Roth IRAs at the end of such year.  However,  if you  withdraw the
excess  contribution,  plus any  earnings on it,  before the due date for filing
your federal income tax return,  including  extensions,  for the taxable year in
which you made the  excess  contribution,  the excess  contribution  will not be
subject to the 6% penalty tax.

The amount of the excess contribution  withdrawn will not be considered an early
distribution,  but the earnings  withdrawn will be taxable income to you and may
be subject to the 10% penalty tax on early distributions.  Alternatively, excess
contributions  for one year may be  withdrawn  in a later year or may be carried
forward as Roth IRA contributions in a later year to the extent that the excess,
when  aggregated  with your  regular  Roth IRA  contributions,  if any,  for the
subsequent  year, does not exceed the maximum  allowable  contribution  for that
year.  The 6%  excise  tax  will be  imposed  on  excess  contributions  in each
subsequent  year they are neither  returned  to you nor  applied as  permissible
regular Roth IRA contributions for such year.

(b) Early Distributions.  Since the purpose of a Roth IRA is to accumulate funds
for  retirement,  your receipt or use of any portion of your Roth IRA before you
attain age 59 1/2 constitutes an early  distribution  subject to the 10% penalty
tax on the  earnings  in your Roth IRA.  This  penalty tax will not apply if the
distribution  occurs as a result  of your  death or  disability  or is part of a
series of  substantially  equal  payments made over your life  expectancy or the
joint life  expectancies  of you and your  beneficiary,  as determined  from IRS
tables in the income tax  regulations.  Also, the 10% penalty tax will not apply
if distributions  are used to pay for medical expenses in excess of 7.5% of your
AGI; or if distributions are used to pay for health insurance  premiums for you,
your spouse and/or your  dependents if you are an unemployed  individual  who is
receiving unemployment compensation under federal or state programs for at least
12 consecutive weeks.

The 10% penalty tax also will not apply to an early distribution made to pay for
certain  qualifying  first-time  homebuyer  expenses  for you or certain  family
members,  or for certain qualifying higher education expenses for you or certain
family members.  First-time  homebuyer  expenses must be paid within 120 days of
the  distribution  from the Roth IRA and  include  up to $10,000 of the costs of
acquiring,  constructing, or reconstructing a principle residence, including any
usual or  reasonable  settlement,  financing  or  other  closing  costs.  Higher
education  expenses  include  tuition,  fees,  books,  supplies,  and  equipment
required  for  enrollment,  attendance,  and room and board at a  post-secondary
educational institution.

There is also a separate  5-year  recapture  rule for the 10% penalty tax in the
case of a Roth IRA  distribution  made  before age 59 1/2 that is made  within 5
years after a conversion or rollover  contribution  from a Traditional IRA. This
recapture rule exists because such a prior Roth IRA contribution avoided the 10%
penalty tax when it was rolled over or converted from the Traditional IRA. Under
this 5-year  recapture  rule, any Roth IRA  distribution  made before age 59 1/2
that  is  attributable  to  any  conversion  or  rollover  contribution  from  a
Traditional IRA made within the previous 5 years to any of the individual's Roth
IRAs is generally  subject to the 10% penalty tax,  and its  exceptions,  to the
extent that such prior Roth IRA  contribution  was subject to ordinary  tax upon
the  conversion  or  rollover,  even if the Roth IRA  distribution  is otherwise
tax-free.

Under the  distribution  ordering  rules for a Roth IRA, all of an  individual's
Roth IRAs and  distributions  therefrom are treated as made:  first from regular
Roth IRA contributions;  then from conversion or rollover Roth IRA contributions
on a first-in,  first-out basis; and last from earnings.  However,  whenever any
Roth IRA  distribution  amount is  attributable  to any  conversion  or rollover
contribution made within the 5 most recent tax years, this distributed amount is
attributed first to the taxable portion of such prior contribution, for purposes
of determining the amount of this Roth IRA  distribution  that is subject to the
recapture  of the 10%  penalty  tax,  unless some  exception  to the penalty tax
applies to the current Roth IRA distribution,  such as age 59 1/2, disability or
certain  health,  education or homebuyer  expenses,  as described  above in this
Subsection 6(b).

(c) Failure to Satisfy RMDs Upon Death. If the RMD rules described above in Part
II, Section 4(a) apply to the  beneficiary of your Roth IRA after your death and
if the amount distributed during a calendar year is less than the minimum amount
required to be distributed,  your  beneficiary  will be subject to a penalty tax
equal to 50% of the excess of the amount  required  to be  distributed  over the
amount actually distributed.

(d) Policy Loans and Prohibited  Transactions.  If you or any beneficiary engage
in any  prohibited  transaction,  such as any sale,  exchange  or leasing of any
property between you and the Roth IRA, or any interference  with the independent
status of the Roth IRA, the Roth IRA will lose its tax  exemption and be treated
as having been  distributed  to you.  The value of any earnings on your Roth IRA
contributions will be includable in your gross income; and if at the time of the
prohibited  transaction,  you are under age 591/2 you may also be subject to the
10% penalty tax on early  distributions,  as described above in Part II, Section
5(b).  If you borrow from or pledge your Roth IRA,  or your  benefits  under the
contract,  as a security for a loan, the portion borrowed or pledged as security
will cease to be  tax-qualified,  the value of that  portion  will be treated as
distributed  to you,  and you may be  subject  to the 10%  penalty  tax on early
distributions from a Roth IRA.

IRA PART III: OTHER INFORMATION

(1) Federal Estate and Gift Taxes

Any amount in or distributed  from your  Traditional  and/or Roth IRAs upon your
death may be  subject  to federal  estate  tax,  although  certain  credits  and
deductions  may be  available.  The exercise or  non-exercise  of an option that
would pay a survivor an annuity at or after your death should not be  considered
a transfer for federal gift tax purposes.

(2) Tax Reporting

You must report  contributions to, and distributions  from, your Traditional IRA
and  Roth  IRA,   including  the  year-end  aggregate  account  balance  of  all
Traditional  IRAs and Roth IRAs, on your federal  income tax return for the year
specifically on IRS Form 8606. For  Traditional  IRAs, you must designate on the
return  how  much of your  annual  contribution  is  deductible  and how much is
nondeductible. You need not file IRS Form 5329 with your income tax return for a
particular  year  unless for that year you are  subject to a penalty tax because
there  has been an  excess  contribution  to,  an early  distribution  from,  or
insufficient RMDs from your Traditional IRA or Roth IRA, as applicable.

(3) Vesting

Your  interest  in your  Traditional  IRA or Roth IRA is  nonforfeitable  at all
times.

(4) Exclusive Benefit

Your interest in your  Traditional IRA or Roth IRA is for the exclusive  benefit
of you and your beneficiaries.

(5) IRS Publication 590

Additional  information about your Traditional IRA or Roth IRA or about SEP-IRAs
and  SIMPLE-IRAs  can be  obtained  from any  district  office  of the IRS or by
calling  1-800-TAX-FORM  for a free  copy  of IRS  Publication  590,  Individual
Retirement Arrangements.



<PAGE>










Please  forward,   without  charge,  a  copy  of  the  Statement  of  Additional
Information   concerning  the  Transamerica  SeriesSM  -  Transamerica  BountySM
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 SERIESSM
TRANSAMERICA BOUNTYSM VARIABLE ANNUITY

Contract Form 4-705 Certificate Form TCG-317 Group Annuity Contract Form TGP-717
The contract is not available in all states.

Issued by Transamerica Life Insurance and Annuity Company
401 North Tryon Street, Suite 700, Charlotte, North Carolina, 28202




VIM 186-0999


<PAGE>
                                                          5

                     STATEMENT OF ADDITIONAL INFORMATION FOR
                              TRANSAMERICA BOUNTYSM
                                VARIABLE ANNUITY

                              Separate Account VA-7

                                    Issued By
                 Transamerica Life Insurance and Annuity Company

         This  statement  of  additional   information   expands  upon  subjects
discussed in the September 7, 1999,  prospectus for the  Transamerica  Bounty SM
Variable Annuity  ("contract") issued by Transamerica Life Insurance and Annuity
Company  ("Transamerica")  through  Separate Account VA-7. You 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  (800)  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.








                             Dated September 7, 1999


<PAGE>
<TABLE>
<CAPTION>


TABLE OF CONTENTS
                                                                                                             Page

<S>                                                                                                              <C>
THE CONTRACT .....................................................................................................3
NET INVESTMENT FACTOR.............................................................................................3
VARIABLE PAYMENT OPTIONS..........................................................................................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.....................................................................7
         Standard Total Return Calculations.......................................................................7
         Adjusted Historical Portfolio Performance Data...........................................................7
         Other Performance Data...................................................................................8
HISTORICAL PERFORMANCE DATA.......................................................................................8
         General Limitations......................................................................................8
         Historical Sub-Account Performance Data..................................................................8
DISTRIBUTION OF THE CONTRACT.....................................................................................16
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...........................................................................17
STATE REGULATION.................................................................................................17
RECORDS AND REPORTS..............................................................................................17
FINANCIAL STATEMENTS.............................................................................................17
APPENDIX - Accumulation Transfer Formula.........................................................................18
</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 or minus 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 we 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  0.003403%  (1.25%  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.

VARIABLE PAYMENT OPTIONS

     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. We 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,  you may transfer  variable  annuity units from one
sub-account to another, subject to certain limitations.  See "Transfers" page 22
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.  We reserve  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 35 of the prospectus.)

Non-Participating

     The  contract  is  non-participating.  No  dividends  are  payable  and the
contract will not share in our profits or surplus earnings.

Misstatement of Age or Sex

     If the age or sex of the  annuitant  or any other  measuring  life has been
misstated,  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.  Where
required  by law,  rule  or  regulation,  we may  only  consider  the age of the
annuitant  and/or other measuring life. Any  overpayments or underpayments by us
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,  we 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

     We 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 us unless made in writing
and given to us at our Service  Center.  We are not responsible for the adequacy
of  any   assignment.   Your  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 before the annuity date, you 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.

Entire Contract

     We have 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.  You  have 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 us or to make any change in the  individual  contract  or the
group contract or individual  certificates  thereunder and then only in writing.
We will not be bound by any promise or representation made by any other persons.

     We 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 we 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.

     We may delay payment of any withdrawal from any general account options for
a period of not more than six  months  after we  receive  the  request  for such
withdrawal.  If we delay  payment for more than 30 days, we will pay interest on
the withdrawal amount up to the date of payment.  See "Cash Withdrawals" page 24
of the prospectus.

Notices and Directions

     We will not be bound by any  authorization,  direction,  election or notice
which is not, in a form and manner acceptable to us, and received at our Service
Center.

     Any  written  notice  requirement  by us to you  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,  we are 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 and income other than investment
income) 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 us 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.



<PAGE>


Other Sub-Account Yield Calculations

     We 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.

     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

     We 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.

Adjusted Historical Portfolio Performance Data

     We may also disclose  "historical"  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.

Other Performance Data

    We 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%.

    We 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.

    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.

HISTORICAL 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.  We have no reason to doubt
the  accuracy of the figures  provided by the  portfolios.  We have not verified
these figures.

     Historical Performance Data

     The charts below show historical  performance data for the sub-accounts for
the periods indicated.  This data include "adjusted historical"  performance for
periods prior to the October 2, 1998 inception of the variable account, 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.  The
dates  next to each  sub-account  name  indicates  the date of  commencement  of
operation of the corresponding portfolio. These figures are not an indication of
the future performance of the 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.

Historical Performance Data Charts

1.   Average Annual Total Returns - Assuming no optional Riders

2.   Average  Annual Total Returns - Assuming  Guaranteed  Minimum Death Benefit
     (GMDB) Rider

3.   Average  Annual Total Returns - Assuming  Guaranteed  Minimum Death Benefit
     and Guaranteed Minimum Income Benefit (GMIB) Riders

4.   Cumulative Returns - Assuming no optional Riders

5.   Cumulative Returns - Assuming Guaranteed Minimum Death Benefit Rider

6.   Cumulative  Returns  -  Assuming   Guaranteed  Minimum  Death  Benefit  and
     Guaranteed Minimum Income Benefit Riders


<PAGE>

<TABLE>
<CAPTION>

1. 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 expense risk charge of 1.25% per annum and
administrative  expense  charge of 0.15% per  annum but do not  reflect  any fee
deduction for any optional Riders.  These performance  numbers assume an average
annual account value of over $50,000 and, therefore,  no deduction has been made
to reflect the $30 account fee.

- ----------------------------- --------------- ---------------- --------------- ----------------- ---------------------
                                                                                                 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         12/31/98          ending          12/31/98         operations to
  corresponding portfolio)       12/31/98                         12/31/98                             12/31/98
- ----------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ----------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>             <C>              <C>                 <C>
Alger American Income &          30.54%           27.44%          20.06%           14.00%              13.89%
Growth (11/15/88)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &            19.20%           22.81%          19.49%             NA                14.37%
Income (1/14/91)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth      45.91%           32.57%          26.06%             NA                23.66%
(6/26/92)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital              28.30%           26.12%          21.82%             NA                19.90%
Appreciation (4/5/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap            -4.79%           8.01%           11.30%             NA                35.30%
(8/31/90) (1)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced      32.41%           22.23%          17.44%             NA                17.81%
(9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series               27.12%           24.89%          19.62%             NA                22.27%
Worldwide Growth (9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth          32.37%           22.42%            NA               NA                24.73%
(7/24/95)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income         20.62%           23.72%            NA               NA                24.16%
(10/9/95)
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                 21.58%           20.28%            NA               NA                20.76%
(7/26/95)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets         -25.40%            NA              NA               NA                -13.47%
Equity (10/1/96)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income              6.39%             NA              NA               NA                 7.40%
(1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97)       3.34%             NA              NA               NA                 7.56%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF International             7.44%             NA              NA               NA                 6.64%
Magnum (1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust            5.63%           15.52%          17.49%           17.68%              17.32%
Managed (8/1/88) (3)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust           -10.30%          8.16%            7.01%           11.63%              11.27%
Small Cap (8/1/88) (1)
- ----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth      28.29%             NA              NA               NA                28.29%
& Income (1/2/98)



Transamerica VIF Growth          41.28%           37.00%          32.80%           24.70%                N/A
(2/26/69) (2)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money             NA               NA              NA               NA                 3.49%
Market (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------


2. 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 expense  risk charge of 1.25% per annum,
administrative  expense  charge of 0.15% per annum and the  optional  Guaranteed
Minimum Death Benefit Rider fee of 0.20% per annum.  These  performance  numbers
assume an average  annual  account  value of over  $50,000  and,  therefore,  no
deduction has been made to reflect the $30 account fee.

- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
                                                                                                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         12/31/98          ending          12/31/98         operations to
 corresponding portfolio)       12/31/98                         12/31/98                             12/31/98
- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------
Alger American Income &         30.34%           27.24%          19.86%           13.80%              13.69%
Growth (11/15/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &           19.00%           22.61%          19.29%             NA                14.17%
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier            45.71%           32.37%          25.86%             NA                23.46%
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital             28.10%           25.92%          21.62%             NA                19.70%
Appreciation (4/5/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap           -4.99%           7.81%           11.10%             NA                35.10%
(8/31/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series              32.21%           22.03%          17.24%             NA                17.61%
Balanced (9/13/93)
- -----------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series              26.92%           24.69%          19.42%             NA                22.07%
Worldwide Growth (9/13/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth         32.17%           22.22%            NA               NA                24.53%
(7/24/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income        20.42%           23.52%            NA               NA                23.96%
(10/9/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Research                21.38%           20.08%            NA               NA                20.56%
(7/26/95)
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets        -25.60%            NA              NA               NA                -13.67%
Equity (10/1/96)
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income             6.19%             NA              NA               NA                 7.20%
(1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97)      3.14%             NA              NA               NA                 7.36%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF International            7.24%             NA              NA               NA                 6.44%
Magnum (1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust           5.43%           15.32%          17.29%           17.48%              17.12%
Managed (8/1/88) (3)

OCC Accumulation Trust          -10.50%          7.96%            6.81%           11.43%              11.07%
Small Cap (8/1/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS Growth         28.09%             NA              NA               NA                28.09%
and Income (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth         41.08%           36.80%          32.60%           24.50%                NA
(2/26/69) (2)
- ---------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Transamerica VIF Money            NA               NA              NA               NA                 3.29%
Market (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------


3. 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 expense  risk charge of 1.25% per annum,
administrative  expense  charge of 0.15% per annum and the  optional  Guaranteed
Minimum Death Benefit (GMDB) and Guaranteed Minimum Insurance Benefit (GMIB) and
Rider  fees of 0.40% per  annum.  These  performance  numbers  assume an average
annual account value of over $50,000 and, therefore,  no deduction has been made
to reflect the $30 account fee.

- ----------------------------- ---------------- --------------- ---------------- ---------------- ---------------------
                                                                                                 For the period from
        SUB-ACCOUNT           For the 1-year      For the      For the 5-year       For the        commencement of
  (date of commencement of     period ending   3-year period    period ending   10-year period        portfolio
        operation of             12/31/98          ending         12/31/98      ending 12/31/98     operations to
  corresponding portfolio)                        12/31/98                                             12/31/98
- ----------------------------- ---------------- --------------- ---------------- ---------------- ---------------------
- ----------------------------------------------------------------------------------------------------------------------
Alger American Income &           30.14%          27.04%           19.66%           13.60%             13.49%
Growth (11/15/88)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &             18.80%          22.41%           19.09%             NA               13.97%
Income (1/14/91)
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth       45.51%          32.17%           25.66%             NA               23.26%
(6/26/92)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital               27.90%          25.72%           21.42%             NA               19.50%
Appreciation (4/5/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap             -5.19%           7.61%           10.90%             NA               34.90%
(8/31/90)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced       32.01%          21.83%           17.04%             NA               17.41%
(9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series                26.72%          24.49%           19.22%             NA               21.87%
Worldwide Growth (9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth           31.97%          22.02%             NA               NA               24.33%
(7/24/95)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income          20.22%          23.32%             NA               NA               23.76%
(10/9/95)
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets         -25.80%            NA               NA               NA               -13.87%
Equity (10/1/96)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income              5.99%             NA               NA               NA                7.00%
(1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97)       2.94%             NA               NA               NA                7.16%
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                  21.18%          19.88%             NA               NA               20.36%
(7/29/95)
MSDW UF International             7.04%             NA               NA               NA                6.24%
Magnum (1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth       27.89%            NA               NA               NA               27.89%
& Income (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust            5.23%           15.12%           17.09%           17.28%             16.92%
Managed (8/1/88) (3)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust           -10.70%           7.76%           6.61%            11.23%             10.87%
Small Cap (8/1/88) (1)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth           40.88%          36.60%           32.40%           24.30%               NA
(2/26/69) (2)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money              NA              NA               NA               NA                3.09%
Market (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------


4. Adjusted  historical  cumulative total returns for periods since inception of
the  portfolio  for each  sub-account  are as  follows.  These  figures  include
mortality  and  expense  risk  charge of 1.25%  per  annum,  and  administrative
expenses charge of 0.15% per annum but, do not reflect any fee deduction for any
optional Rider. These performance numbers assume an average annual account value
of over $50,000 and,  therefore,  no deduction  has been made to reflect the $30
account fee.

- ----------------------------- ----------------- --------------- --------------- ----------------- ---------------------
                                                                                                  For the period from
        SUB-ACCOUNT                                For the         For the      For the 10-year     commencement of
  (date of commencement of     For the 1-year   3-year period   5-year period    period ending         portfolio
 operation of corresponding    period ending        ending          ending          12/31/98         operations to
         portfolio)               12/31/98         12/31/98        12/31/98                             12/31/98
- ----------------------------- ----------------- --------------- --------------- ----------------- ---------------------
- -----------------------------------------------------------------------------------------------------------------------
Alger American Income &           30.54%           106.99%         149.42%          270.69%             273.53%
Growth (11/15/88)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &             19.20%           85.21%          143.58%            NA                191.49%
Income (1/14/91)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth       45.91%           132.98%         218.37%            NA                299.47%
(6/26/92)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital               28.30%           100.61%         168.33%            NA                183.68%
Appreciation (4/5/93)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap             -4.79%           25.99%          70.76%             NA               1145.49%
(8/31/90)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced       32.41%           82.61%          123.41%            NA                138.49%
(9/13/93)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series                27.12%           94.80%          144.91%            NA                190.46%
Worldwide Growth (9/13/93)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth           32.37%           83.46%            NA               NA                114.02%
(7/24/95)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income          20.62%           89.40%            NA               NA                101.32%
(10/9/95)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                  21.58%           74.00%            NA               NA                91.29%
(7/26/95)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets         -25.40%             NA              NA               NA                -27.81%
Equity (10/1/96)

MSDW UF Fixed Income              6.39%              NA              NA               NA                15.33%
(1/2/97)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/2/97)       3.34%              NA              NA               NA                15.68%
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
MSDW UF International              7.44%             NA              NA               NA                13.69%
Magnum (1/2/97)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust            5.63%            54.17%          123.87%          409.55%             428.84%
Managed (8/1/88) (3)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust            -10.30%          26.55%          40.35%           200.41%             204.31%
Small Cap (8/1/88) (1)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth       28.29%             NA              NA               NA                28.29%
& Income (1/2/98)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth           41.28%           157.15%         313.02%          809.00%               N/A
(2/26/69) (2)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money              NA               NA              NA               NA                 3.49%
Market (1/2/98)
- -----------------------------------------------------------------------------------------------------------------------


5. Adjusted  historical  cumulative total returns for periods since inception of
the  portfolio  for each  sub-account  are as  follows.  These  figures  include
mortality  and expense  risk charge of 1.25% per annum,  administrative  expense
charge of 0.15% per annum and the  optional  GMDB  Rider fee of 0.20% per annum.
These performance numbers assume an average annual account value of over $50,000
and, therefore, no deduction has been made to reflect the $30 account fee.

- ----------------------------- --------------- ---------------- ---------------- ---------------- ---------------------
                                                                                                 For the period from
        SUB-ACCOUNT                                                                 For the        commencement of
  (date of commencement of       For the      For the 3-year   For the 5-year   10-year period        portfolio
 operation of corresponding   1-year period    period ending    period ending   ending 12/31/98     operations to
         portfolio)               ending         12/31/98         12/31/98                             12/31/98
                                 12/31/98
- ----------------------------- --------------- ---------------- ---------------- ---------------- ---------------------
- ----------------------------------------------------------------------------------------------------------------------
Alger American Income &          30.34%          106.02%          147.35%          264.23%             266.94%
Growth (11/15/88)
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &            19.00%           84.30%          141.55%             NA               187.45%
Income (1/14/91)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth      45.71%          131.92%          215.86%             NA               295.28%
(6/26/92)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital              28.10%           99.65%          166.13%             NA               180.97%
Appreciation (4/5/93)
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap            -4.99%           25.29%           69.23%             NA              1130.21%
(8/31/90)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced      32.21%           81.71%          121.52%             NA               136.35%
(9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series               26.92%           93.86%          142.87%             NA               187.95%
Worldwide Growth (9/13/93)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth          32.17%           82.56%             NA               NA               112.84%
(7/24/95)
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income         20.42%           88.48%             NA               NA               100.27%
(10/9/95)

MFS VIT Research                 21.38%           73.13%             NA               NA               90.20%
(7/26/95)
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets         -25.60%            NA               NA               NA               -28.19%
Equity (10/1/96)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income              6.19%             NA               NA               NA               14.90%
(1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/8/97)       3.14%             NA               NA               NA               15.25%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MSDW UF International             7.24%             NA               NA               NA               13.27%
Magnum (1/2/97)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust            5.43%           53.37%          121.97%          400.96%             419.52%
Managed (8/1/88) (3)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust           -10.50%          25.85%           39.04%          195.07%             198.66%
Small Cap (8/1/88) (1)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth      28.09%             NA               NA               NA               28.09%
& Income (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth          41.08%          156.03%          309.92%          794.52%               N/A
(2/26/69) (2)
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money             NA               NA               NA               NA                3.29%
Market (1/2/98)
- ----------------------------------------------------------------------------------------------------------------------


6. Adjusted  historical  cumulative total returns for periods since inception of
the  portfolio  for each  sub-account  are as  follows.  These  figures  include
mortality  and expense risk charge of 1.25% per annum,  administrative  expenses
charge of 0.15% per annum and the optional GMDB and GMIB Riders fee of 0.40% per
annum. These performance  numbers assume an average annual account value of over
$50,000 and,  therefore,  no deduction  has been made to reflect the $30 account
fee.

- ----------------------------- --------------- ---------------- ---------------- --------------- ---------------------
                                                                                                For the period from
        SUB-ACCOUNT                                                                For the        commencement of
  (date of commencement of       For the      For the 3-year   For the 5-year      10-year           portfolio
 operation of corresponding   1-year period    period ending    period ending   period ending      operations to
         portfolio)               ending         12/31/98         12/31/98         12/31/98           12/31/98
                                 12/31/98
- ----------------------------- --------------- ---------------- ---------------- --------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------
Alger American Income &          30.14%          105.05%          145.29%          257.88%            260.45%
Growth (11/15/88)
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &            18.80%           83.40%          139.53%            NA               183.46%
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth      45.51%          130.87%          213.35%            NA               291.12%
(6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital              27.90%           98.70%          163.95%            NA               178.28%
Appreciation (4/5/93)
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap            -5.19%           24.59%           67.71%            NA              1115.10%
(8/31/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced      32.01%           80.82%          119.63%            NA               134.22%
(9/13/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Series               26.72%           92.93%          140.84%            NA               185.46%
Worldwide Growth (9/13/93)

MFS VIT Emerging Growth          31.97%           81.66%             NA              NA               111.66%
(7/24/95)
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income         20.22%           87.56%             NA              NA               99.23%
(10/9/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Research                 21.18%           72.27%             NA              NA               89.12%
(7/26/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Emerging Markets         -25.80%            NA               NA              NA               -28.56%
Equity (10/1/96)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income              5.99%             NA               NA              NA               14.47%
(1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF High Yield (1/8/97)       2.94%             NA               NA              NA               14.82%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MSDW UF International             7.04%             NA               NA              NA               12.84%
Magnum (1/2/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust            5.23%           52.57%          120.09%          392.49%            410.34%
Managed (8/1/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust           -10.70%          25.15%           37.74%          189.81%            193.10%
Small Cap (8/1/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth      27.89%             NA               NA              NA               27.89%
& Income (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth          40.88%          154.91%          306.83%          780.24%              N/A
(2/26/69) (2)
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money             NA               NA               NA              NA                3.09%
Market (1/2/98)
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>

DISTRIBUTION OF THE CONTRACT

     Transamerica Securities Sales Corporation ("TSSC") is principal underwriter
of the contracts under a Distribution Agreement with Transamerica. 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 an indirect  wholly-owned  subsidiary  of
Transamerica Corporation, a subsidiary of AEGON N.V. 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 1998,  $3,847,836 in  commissions  were paid to TSSC as
underwriter of Separate Accounts VA-6, VA-6NY and VA-7; no amounts were retained
by TSSC. Under the Sales Agreement,  TSSC will pay  broker-dealers  compensation
based on a percentage  of each  purchase  payment plus  compensation  based on a
percentage of account value.  Both percentages may be up to 1.00% 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

     We are  subject to the  insurance  laws and  regulations  of all the states
where we are 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 us or by  our  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

     This Statement of Additional  Information contains the financial statements
of the variable account as of and for the period ended December 31, 1998.

     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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