SEP ACCT VL 2 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO
N-8B-2, 1997-10-15
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                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549


                                   FORM N-8B-2

                 REGISTRATION STATEMENT OF UNIT INVESTMENT TRUST
                     WHICH ARE CURRENTLY ISSUING SECURITIES


   
                            Dated October ____, 1997
    



         Pursuant to Section 8(b) of the Investment Company Act of 1940




   
               TRANSAMERICA LIFE INSURANCE SEPARATE ACCOUNT VUL-1
                        (Name of Unit Investment Trust)



                  1150 South Olive StreetLos Angeles, CA 90015
    

                   (Address of Principal Office of Registrant)



        Issuer of periodic payment plan certificates only for purposes of
                          information provided herein.


<PAGE>



                                                      
I        I.       ORGANIZATION AND GENERAL INFORMATION

         1.   (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.

   
                           The trust is theTransamerica  Life Insurance Separate
                           Account VUL-1 (the  "Separate  Account  VUL-1").  The
                           Separate  Account  VUL-1  is  a  separate  investment
                           account of  Transamerica  Occidental  Life  Insurance
                           Company   (the   "Company")   and  has  no   employer
                           identification number.
    

                  (b)      Furnish title of each class or series of securities 
                         issued by the trust.

                           The  securities  are  individual   flexible   payment
                           variable life insurance policies (the "Policies").

         2.       Furnish name and principal  business  address and Zip Code and
                  the Internal Revenue Service Employer Identification Number of
                  each depositor of the trust.

   
                  Transamerica Occidental Life Insurance Company
                  1150 South Olive Street
                  Los Angeles, California  90015
                  FEIN: 95-1060502
    

         3.       Furnish name and principal  business  address and Zip Code and
                  the Internal Revenue Service Employer Identification Number of
                  each  custodian or trustee of the trust  indicating  for which
                  class or series of  securities  each  custodian  or trustee is
                  acting.

                  The  Company   will  hold  in  its  own  custody  all  of  the
securities.

         4.       Furnish name and principal  business  address and Zip Code and
                  the Internal Revenue Service Employer Identification Number of
                  each principal underwriter currently  distributing  securities
                  of the trust.

                  Distribution  of the  Policies  has  not yet  commenced.  When
                  distribution commences, the principal underwriter will be:

   
                  Transamerica Securities Sales Corporation1150 South Olive
                    Street Los Angeles, California 90015
                  FEIN: 95-4044525
    

         5.       Furnish name of state or other  sovereign  power,  the laws of
                  which govern with respect to the organization of the trust.

   
                  California.
    
         6.       (a)      Furnish the dates of execution and termination of
                           agreement  currently  in  effect  under  the terms of
                           which the trust was  organized and issued or proposes
                           to issue securities.

   
                           The  Separate  Account  VUL-1 was  established  under
                           California  law pursuant to a resolution of the Board
                           of Directors of the Company on June 11, 1996.
    

                  (b)      Furnish the dates of execution and termination of any
                           indenture or agreement  currently in effect  pursuant
                           to which  the  proceeds  of  payments  on  securities
                           issued  or to be  issued by the trust are held by the
                           custodian or trustee.

                           None.

         7.       Furnish in chronological order the following information with
                  respect to each change of name of the trust  since  January 1,
                  1930. If the name has never been changed, so state.

   
                  The name of the Separate Account VUL-1 has never been changed.
    

         8. State the date on which the fiscal year of the trust ends.

                  December 31.

         Material Litigation

         9.       Furnish a description of any pending legal proceedings,
                  material with respect to the security holders of the trust by 
                  reason of the nature of the claim or the amount thereof, to 
                  which the trust, the depositor, or the principal underwriter 
                  is a party or of which the assets of the trust
                  are the subject, including the substance of the claims 
                  involved in such proceeding and the title of the proceeding.  
                  Furnish a similar statement with respect to any pending
                  administrative proceeding commenced by a governmental 
                  authority or any such proceeding or legal proceeding known
                  to be contemplated by a governmental authority.  Include any 
                  proceedings which, although immaterial itself, is 
                  representative of, or one of, a group which in the aggregate
                     is material.

   
                  There  are no  current  or  pending  legal  or  administrative
                  proceedings to which Separate Account VUL-1,  the Company,  or
                  principal   underwriter,    Transamerica    Securities   Sales
                  Corporation,  is a party,  which are material  with respect to
                  the security holders of the Separate Account VUL-1.
    

II.      GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

   
                  Except for terms  defined in this Form  N-8B-2,  terms used in
                  this  Form  N-8B-2  have the same  meaning  as such  terms are
                  defined in the prospectus  (the  "Prospectus")  filed with the
                  Securities and Exchange  Commission ("SEC") on October 8, 1997
                  by Transamerica Occidental Life Separate Account VUL-1 as part
                  of a Registration  Statement, as amended from time to time, on
                  Form S-6 under the Securities  Act of 1933 (the  "Registration
                  Statement"), describing the Policies.
    

         General Information Concerning the Securities of the Trust and the 
Rights of Holders.

         10.      Furnish  a  brief  statement  with  respect  to the  following
                  matters for each class or series of  securities  issued by the
                  trust.

                  (a)      Whether the securities are of the registered or 
                              bearer type.

   
                           The  Policies are variable  life  insurance  policies
                           and,  as such,  are  "registered"  in the name of the
                           owner  of a  Policy  (the  "Policy  owner")  and  the
                           records concerning the Policy owner are maintained by
                           or on behalf of the Company.

                  (b)      Whether  the  securities  are  of the  cumulative  or
                           distributive type. The Policies are of the cumulative
                           type,   providing  for  no  distribution  of  income,
                           dividends or capital gains except in connection  with
                           a voluntary surrender or partial withdrawal of Policy
                           value by a Policy owner,  or in  connection  with the
                           payment of death benefits.
    

                  (c) The rights of security  holders with respect to withdrawal
or redemption.

   
                           A Policy may be surrendered at any time, subject to
                              the possible imposition of a
                           surrender charge.   See Item 13(a) "Surrender Charge"
                               and Item 17(a) "Surrender."

                           After the first Policy year, partial withdrawals in a
                           minimum  amount of $500 may be made  from the  Policy
                           value at any time upon written  request  filed at the
                           Company's Variable Life Service Center. A transaction
                           fee,  which  is  the  smaller  of  2% of  the  amount
                           withdrawn or $25.00, will be assessed in all cases. A
                           partial  withdrawal charge may also be deducted.  The
                           partial   withdrawal   charge  will  not  exceed  the
                           surrender  charge,  and  the  outstanding   surrender
                           charge  will be reduced by the amount of the  partial
                           withdrawal  charges.   See  Item  13(a)  "Charges  on
                           Partial   Withdrawal"   and   Item   17(a)   "Partial
                           Withdrawal."
    

                  (d)      The  rights  of  security  holders  with  respect  to
                           conversion, transfer, partial-redemption, and similar
                           matters.

   
                           TRANSFER - The  Policies  permit net  payments  to be
                           allocated either to the Fixed Account,  which is part
                           of  the  Company's   General   Account,   or  to  the
                           sub-accounts  of the  Separate  Account  VUL-1.  Each
                           sub-account  invests  exclusively in a  corresponding
                           mutual  fund  investment   portfolio   ("portfolio").
                           Subject  to the  consent of the  Company,  the Policy
                           owner  may   transfer   amounts   among  all  of  the
                           sub-accounts  and  between the  sub-accounts  and the
                           Fixed Account,  subject to certain restrictions,  but
                           at no time may have  allocations  in more than  seven
                           sub-accounts.

                           CONVERSION  PRIVILEGE  - During  the  first 24 Policy
                           months  after the date of issue,  subject  to certain
                           restrictions, the Policy owner may convert the Policy
                           to a fixed Policy by transferring all Policy value in
                           the   sub-accounts   to  the  Fixed  Account  and  by
                           simultaneously  changing  the  allocation  of  future
                           payments to the Fixed Account.  A similar  conversion
                           privilege is in effect for 24 Policy months after the
                           effective  date of an increase in face amount,  under
                           which the Policy  owner may  convert by  transferring
                           all of the Policy  value in the  sub-accounts  to the
                           Fixed  Account  and by  simultaneously  changing  the
                           allocation  of all or part of future  payments to the
                           Fixed Account.

                           FREE LOOK  PRIVILEGE  - The  Policy  provides  for an
                           initial Free Look Period.  The Policy owner generally
                           may  cancel  the  Policy  by the later of (a) 45 days
                           after the  application  for the Policy is signed,  or
                           (b) 10 days  after  the  Policy  owner  receives  the
                           Policy.Policy  owner (The 10 day period may be longer
                           depending upon state law.) Upon returning the Policy,
                           the Policy owner generally will be sent within 7 days
                           a  refund  equal  to the  sum of (1)  the  difference
                           between any payments  made,  including  fees or other
                           charges,  and any amounts  allocated  to the Separate
                           Account VUL-1; (2) the value of the amounts allocated
                           to  the  Separate  Account  VUL-1  on  the  date  the
                           returned Policy is received at the Company's Variable
                           Life  Service  Center;  and (3) any  fees or  charges
                           imposed  on the  amounts  allocated  to the  Separate
                           Account  VUL-1.  Where  required  by state  insurance
                           laws,  the Company  will  refund the entire  premiums
                           paid, in lieu of the above. The refund of any premium
                           paid by  check,  however,  may be  delayed  until the
                           check has cleared the Policy owner's bank.

                           A  free  look  privilege  also  applies  following  a
                           requested  increase in face amount.  The Policy owner
                           generally has the right to cancel the increase by the
                           later of (a) 45 days  after the  application  for the
                           increase is signed,  or (b) 10 days after  receipt of
                           the new  specification  pages issued for the increase
                           (unless  state law  requires a longer  period).  Upon
                           canceling the increase, the Policy owner will receive
                           a credit to the Policy  value of charges  which would
                           not have  been  deducted  but for the  increase.  The
                           amount to be credited  will be refunded if the Policy
                           owner so  requests.  The Company  will also waive any
                           surrender charge calculated for the increase.

                           The  Policy  owner may make  surrenders  and  partial
                           withdrawals  as described  in Items 10(c),  13(a) and
                           17(a).
    

                  (e)      If the trust is the issuer of periodic  payment  plan
                           certificates  the substance of the  provisions of any
                           indenture  or  agreements  with  respect to lapses or
                           defaults  by  security  holders  in making  principal
                           payments, and with respect to reinstatement.

   
                           POLICY LAPSE AND  REINSTATEMENT - The failure to make
                           payments  will not  itself  cause a  Policy  to lapse
                           unless:  (1) the surrender  value is  insufficient to
                           cover the next monthly insurance  protection  charge,
                           plus loan interest  accrued,  or (2) the  outstanding
                           loan exceeds the Policy value less surrender charges.
                           If the Policy  becomes  in default  because of (1) or
                           (2), above, the Policy owner will have a 62-day grace
                           period  to  make  a  sufficient  payment  to  prevent
                           termination.  Except for the  situation  described in
                           (2), above,  if, during the first 48 months after the
                           date of issue or the effective date of an increase in
                           face amount,  payment is made to the Company of a net
                           amount at least  equal to the sum of minimum  monthly
                           payments (a monthly premium amount  calculated as the
                           monthly  average cost of the expected  charges  under
                           the  Policy)  for the  number of months  the  Policy,
                           increase or Policy  change  which  causes a change in
                           the minimum  monthly  payment has been in force,  the
                           Policy  will not lapse  during the  period.  A Policy
                           change which  causes a change in the minimum  monthly
                           payment  is a  change  in  the  face  amount  or  the
                           addition or  deletion of a rider.  Subject to certain
                           conditions   (including   evidence  of   insurability
                           satisfactory  to the  Company)  and  the  payment  of
                           sufficient net premium, a Policy may be reinstated at
                           any time within three years after the  expiration  of
                           the grace period and before the final  payment  date.
                           See Item  17(c) for a more  detailed  description  of
                           these rights.

                           GUARANTEED DEATH BENEFIT - If the Policy owner elects
                           the Guaranteed Death Benefit Rider, and the rider has
                           not   previously   been   terminated,   the   Company
                           guarantees  that the Policy  will not lapse  provided
                           the   following   test   is  met.   On  each   Policy
                           anniversary,  the  Company  compares  (a)  the sum of
                           payments made to the Policy,  less amounts withdrawn,
                           including    withdrawal   charges,   and   less   any
                           outstanding  loan, to (b) the annual guaranteed death
                           benefit  premiums  times the  number of Policy  years
                           since  the  date  of  issue.  If (a) is  equal  to or
                           greater than (b), then the Policy will not lapse. The
                           guaranteed death benefit premiums are currently equal
                           to 90% of the  guideline  level  premium if the Level
                           Death  Benefit  Option  was  elected  or  75%  of the
                           guideline  level  premium  if  the  Adjustable  Death
                           Benefit Option was elected.
    

                  (f)      The  substance of the  provisions of any indenture or
                           agreements  with respect to voting  rights,  together
                           with the names of any  persons  other  than  security
                           holders  given the right to  exercise  voting  rights
                           pertaining   to  the   trust's   securities   or  the
                           underlying  securities and the  relationship  of such
                           persons to the trust.

   
                           To the extent  required by law, the Company will vote
                           shares held by each  sub-account  in accordance  with
                           instructions  received  from the Policy  owners  with
                           Policy value in such sub-account.  Each person having
                           a  voting   interest  will  be  provided  with  proxy
                           materials  together  with an  appropriate  form  with
                           which to give  voting  instructions  to the  Company.
                           Shares held in each  sub-account  for which no timely
                           instructions are received will be voted in proportion
                           to the instructions received from all persons with an
                           interest in the sub-account  furnishing  instructions
                           to the Company  with respect to the  portfolios.  The
                           Company  will also vote shares  held in the  Separate
                           Account   VUL-1  that  it  owns  and  which  are  not
                           attributable to the Policies in the same proportion.

                           The  number  of votes  which a Policy  owner may cast
                           will be  determined  by the  Company as of the record
                           date  established  for  theportfolio.  The  number of
                           shares held in each sub-account  deemed  attributable
                           to each Policy owner is determined by dividing Policy
                           value in the  sub-account,  if any,  by the net asset
                           value of one share in the corresponding  portfolio in
                           which the  assets of the  sub-account  are  invested.
                           Fractional votes will be counted.

                           If the 1940 Act or any  rules  thereunder  should  be
                           amended or if the present  interpretation of the 1940
                           Act or such rules should change,  and as a result the
                           Company  determines  that  it is  permitted  to  vote
                           shares of the portfolio in its own right,  whether or
                           not such shares are attributable to the Policies, the
                           Company reserves the right to do so.

                           The Company  may,  when  required by state  insurance
                           regulatory authorities, disregard voting instructions
                           if the instructions  require that the shares be voted
                           so as (1) to cause a change in the sub-classification
                           or  investment  objective  of  one  or  more  of  the
                           portfolio  or  (2)  to  approve  or   disapprove   an
                           investment  advisory  contract for  theportfolio.  In
                           addition   the   Company   may    disregard    voting
                           instructions  calling for a change in the  investment
                           policies,   any   investment   adviser  or  principal
                           underwriter  of any portfolio  which may be initiated
                           by Policy owners,  provided the Company's disapproval
                           of the  change is  reasonable  and,  in the case of a
                           change in investment  policies or investment adviser,
                           based on a good faith  determination that such change
                           would  be   contrary   to  state  law  or   otherwise
                           inappropriate in light of the portfolio's  objectives
                           and purposes. In the event the Company does disregard
                           voting instructions, a summary of that action and the
                           reasons  for that action will be included in the next
                           periodic report to Policy owners.
    

                  (g)  Whether  security  holders  must be given  notice  of any
changes in:

                           (1)      the composition of the assets of the trust.

   
                                    The Company  reserve  the right,  subject to
                                    applicable   law,  to  make   additions  to,
                                    deletions  from,  or  substitutions  for the
                                    shares that are held in the  sub-accounts of
                                    the  Separate  Account  VUL-1  or  that  the
                                    sub-accounts  of the Separate  Account VUL-1
                                    may  purchase.  If the shares of a portfolio
                                    are no longer available for investment or if
                                    in the Company's judgment further investment
                                    in any portfolio should become inappropriate
                                    in  view  of the  purposes  of the  Separate
                                    Account  VUL-1 or the affected  sub-account,
                                    the  Company  may  redeem the shares of that
                                    underlying  portfolio and substitute  shares
                                    of another  registered  open-end  management
                                    company. The Company will not substitute any
                                    shares  attributable to a Policy interest in
                                    a  sub-account   without  notice  and  prior
                                    approval  of the  SEC  and  state  insurance
                                    authorities,  to the extent  required by the
                                    1940 Act or other applicable law.

                                    The  Company  also  reserves  the  right  to
                                    establish  additional  sub-accounts  of  the
                                    Separate Account VUL-1,  each of which would
                                    invest  in  shares  corresponding  to a  new
                                    underlying portfolio or in shares of another
                                    investment   company   having  a   specified
                                    investment objective.  Subject to applicable
                                    law and any  required  Commission  approval,
                                    the  Company  may,  in our sole  discretion,
                                    establish new  sub-accounts or eliminate one
                                    or more sub-accounts if marketing needs, tax
                                    considerations   or  investment   conditions
                                    warrant.  Any new  sub-accounts  may be made
                                    available  to  existing  Policy  owners on a
                                    basis to be determined by the Company.

                                    If any of these substitutions or changes are
                                    made,   the  Company   may  by   appropriate
                                    endorsement change the Policy to reflect the
                                    substitution   or  change  and  will  notify
                                    Policy  owners of all such  changes.  If the
                                    Company  deems it to be in the best interest
                                    of  Policy   owners,   and  subject  to  any
                                    approvals   that  may  be   required   under
                                    applicable  law, the Separate  Account VUL-1
                                    or any  sub-account(s)  may be operated as a
                                    management  company  under the 1940 Act, may
                                    be   deregistered    under   that   Act   if
                                    registration is no longer  required,  or may
                                    be combined with other sub-accounts or other
                                    separate accounts of the Company.
    

                           (2) the terms and conditions of the securities issued
by the trust.

                                    No change in the terms and conditions of the
                                    Policies  that  affect  the  Policy  owner's
                                    rights will be made without notice to Policy
                                    owner to the extent required by law.

                           (3) the  provisions  of any indenture or agreement of
the trust.

   
                                    No notice to or consent  from Policy  owners
                                    is required for any change in the  Company's
                                    resolution establishing the Separate Account
                                    VUL-1.
    

                           (4)  the  identity  of  the  depositor,   trustee  or
custodian.

   
                                    The depositor of the Separate  Account VUL-1
cannot be changed.

                                    The Separate Account VUL-1 has no Trustees.

                                    Notice  to Policy  owners  need not be given
for the custodian to be changed.
    

                           (h)  Whether  the  consent  of  security  holders  is
                           required  in order for action to be taken  concerning
                           any change in:

                           (1)      the composition of the assets of the trust.

   
                                    The  Policies do not require  consent of the
                                    Policy owners when  changing the  underlying
                                    securities  of the Separate  Account  VUL-1,
                                    except  as  may  be  required  by  currently
                                    applicable law or regulation.
    

                           (2) the terms and conditions of the securities issued
by the trust.

   
                                    Except as appropriate to comply with federal
                                    or state  law or  regulation  the  terms and
                                    conditions  of a Policy  cannot  be  changed
                                    without the consent of the Policy owner.
    

                           (3) the  provisions  of any indenture or agreement of
the trust.

                                    No consent is required.

                           (4)  the  identity  of  the  depositor,   trustee  or
custodian.

   
                                    The depositor of the Separate  Account VUL-1
cannot be changed.

                                    The Separate  Account  VUL-1 has no Trustees
and no custodian.
    

                  (i)      Any other principal  feature of the securities issued
                           by the trust or any other principal right,  privilege
                           or obligation not covered by subdivisions  (a) to (g)
                           or by any other item in this form.

                           (1)      Payments - See Items 14 and 15.
                                    --------   ---

   
                           (2)      Death  Benefits  - As  long  as  the  Policy
                                    remains in force,  the  Company  will,  upon
                                    receipt of due proof of the Insured's death,
                                    pay the Death  Benefits of the Policy to the
                                    named beneficiary. The Company will normally
                                    pay the Death Benefits  within seven days of
                                    receiving due proof of the Insured's  death,
                                    but the  Company  may delay  payments  under
                                    certain  circumstances.  The Death  Benefits
                                    may be received by the  beneficiary  in cash
                                    or under one or more of the payment  options
                                    set forth in the Policy.

                                    The net death benefit if the insured dies on
                                    or before the Final  Payment Date and before
                                    the paid-up  insurance  option is  exercised
                                    is:  (a) the death  benefit  provided  under
                                    either of two  death  benefit  options,  the
                                    Level Option or Adjustable Option, whichever
                                    is  elected  and in  effect  on the  date of
                                    death; plus (b) any additional  insurance on
                                    the  Insured's  life  that  is  provided  by
                                    rider;  minus (c) any  outstandingloan,  any
                                    partial  withdrawals and partial  withdrawal
                                    charges,    and   any   monthly    insurance
                                    protection  charges  due and unpaid  through
                                    the Policy month in which the Insured  dies.
                                    The amount of the net death benefit  payable
                                    will  be  determined  as of the  date of the
                                    Company's   receipt  of  due  proof  of  the
                                    Insured's death.

                                    The  Policy   provides  two  death   benefit
                                    options  before the Final Payment Date:  the
                                    Level Option and the Adjustable  Option,  as
                                    described  below.  (These  options  are  not
                                    available once the paid-up  insurance option
                                    is exercised.)  The Policy owner  designates
                                    the desired option in the  application.  The
                                    Policy  owner may change the option once per
                                    Policy year by written request.  There is no
                                    charge for a change in option. The effective
                                    date of any such  change will be the monthly
                                    payment  date on or  following  the  date of
                                    receipt of the request.

                                    Under the Level Option, the death benefit is
                                    equal to the  greater of the face  amount of
                                    insurance   or  the   Guideline   MinimumSum
                                    Insured.

                                    Under  the  Adjustable   Option,  the  death
                                    benefit is equal to the  greater of: (a) the
                                    face  amount of  insurance  plus the  Policy
                                    value,  or  (b)  the  Guideline   MinimumSum
                                    Insured.

                                    The  Guideline  Minimum Sum Insured is equal
                                    to a  percentage  of the Policy value as set
                                    forth in the Policy.  The Guideline  Minimum
                                    Sum Insured is determined in accordance with
                                    the  Internal  Revenue Code  regulations  to
                                    ensure that the Policy  qualifies  as a life
                                    insurance  contract  and that the  insurance
                                    proceeds  will be  excluded  from the  gross
                                    income of the  beneficiary.  After  attained
                                    age 93, the  Guideline  Minimum  Sum Insured
                                    under  the  Policy  is  101%  of the  Policy
                                    Value. If the insured dies after the paid-up
                                    insurance option is exercised,  then the net
                                    death benefit will be the paid-up  insurance
                                    amount less any outstanding loan.

                                    If the insured dies after the Final  Payment
                                    Date,  the net death benefit will be, except
                                    as provided  otherwise  under the Guaranteed
                                    Death  Benefit  Rider,  101%  of the  Policy
                                    Value on the date we  receive  due  proof of
                                    death  less  any  outstanding  loan  and any
                                    partial  withdrawals and withdrawal  charges
                                    due and unpaid.  If the Policy owner elected
                                    the Guaranteed  Death Benefit Rider,  and if
                                    the  Rider  was not  previously  terminated,
                                    then the net death  benefit when the insured
                                    dies  after  the Final  Payment  Date is the
                                    greater of (a) the face amount of the policy
                                    on the Final  Payment  Date,  or (b) 101% of
                                    the Policy  Value on the date we receive due
                                    proof  of  the  insured's   death  less  any
                                    outstanding  loan.  (A  partial   withdrawal
                                    taken   after   the   Final   Payment   Date
                                    terminates  the  Guaranteed   Death  Benefit
                                    Rider.)
    

                           (3)      Calculation of Cash Value - See Items 44(a),
                                    44(c), and 46(a).
                                   

                           (4)      Loan Provisions.  See Item 21.

   
                           (5)      Payment Options - Upon written request,  the
                                    surrender  value  or all or  part of the net
                                    death  benefits  may be placed  under one or
                                    more of the payment  options  offered by the
                                    Company.  If the Policy  owner does not make
                                    an  election,   the  Company  will  pay  the
                                    benefits in a single sum. A certificate will
                                    be  provided  to the  payee  describing  the
                                    payment option selected.
    

                                    If  a  payment   option  is  selected,   the
                                    beneficiary may pay to the Company an amount
                                    that would  otherwise  be deducted  from the
                                    death benefit.

                                    The  amount  applied  under any one  payment
                                    option  for any one  payee  must be at least
                                    $5,000.  The  periodic  payments for any one
                                    payee must be at least $50.

   
                           (6)      Optional  Insurance  Benefit  -  Subject  to
                                    certain  requirements,  one or  more  of the
                                    following  additional insurance benefits may
                                    be added by rider:  Waiver of Payment Rider,
                                    Guaranteed  Insurability  Rider,  Children's
                                    Insurance Rider,  Living Benefits Rider, and
                                    Guaranteed  Death Benefit Rider. The cost of
                                    these  optional  insurance  benefits will be
                                    deducted  from  Policy  value as part of the
                                    monthly insurance protection charges, except
                                    that there is a one-time only charge for the
                                    Guaranteed  Death Benefit Rider which charge
                                    will be deducted from the first payment.
    

         Information Concerning the Securities Underlying the Trust's Securities

         11.      Describe briefly the kind or type of securities comprising the
                  unit of specified securities in which security holders have an
                  interest.

   
                  The Policies permit net payments to be allocated either to the
                  Fixed Account, which is part of the Company's General Account,
                  or  to  the  Separate  Account  VUL-1.   Seventeen  investment
                  divisions  ("sub-accounts")  are  currently  offered under the
                  Policies.   Each   sub-account   invests   exclusively   in  a
                  correspondingportfolio,   which  is  a   no-load,   management
                  investment  company.  Each of the portfolios operates pursuant
                  to  different  investment  objectives,  which  are  summarized
                  below:

                  Transamerica  Variable  Insurance Fund: Growth Portfolio seeks
                  long-term capital growth.  Common stock, list and unlisted, is
                  the basic form of investment.  Although the portfolio  invests
                  the majority of its assets in common stocks, the portfolio may
                  also invest in debt  securities  and  preferred  stocks  (both
                  having  a call on  common  stocks  by  means  of a  conversion
                  privilege or attached  warrants)  and warrants or other rights
                  to purchase  common  stocks.  Unless market  conditions  would
                  indicate  otherwise,  the Growth  portfolio  will be  invested
                  primarily in such equity-type securities. When in the judgment
                  of Investment Services market conditions  warrant,  the Growth
                  portfolio may, for temporary defensive purposes,  hold part or
                  all of its assets in cash, debt or money market instruments.

                  Transamerica  Variable  Insurance Fund:  Money Market seeks to
                  achieve  as high a level of  current  income as is  consistent
                  with  the  preservation  of  capital  and the  maintenance  of
                  liquidity.  It seeks to achieve its  objective by investing in
                  short-term money market instruments. This portfolio is neither
                  insured nor  guaranteed by the United States  Government,  and
                  there can be no  assurance  that it will be able to maintain a
                  stable net asset value of $1.00 per share.
    



         12.      If  the  trust  is  the  issuer  of  periodic   payment   plan
                  certificates  and if any underlying  securities were issued by
                  another investment company,  furnish information for each such
                  company:

                  (a)      Name of Company.

   
                           The sub-accounts of the Separate Account VUL-1 invest
                           in a number of corresponding  portfolios managed by a
                           number of investment advisers.
    
<TABLE>
<CAPTION>


   
(a)                          (b)                        (c)                    (d)                    (e)
    
   
<S>                      <C>                           <C>                 <C>                      <C>    
Name of Company              Address of Depositor       Custodian              Underwriter            Period
    
   
Transamerica Occidental      1150 South Olive Street    State Street Bank      none                   11-1-96
Life Insurance Company is    Los Angeles, CA  90015     and Trust Company
depositor for TVIF Growth                               P.O. Box 9110
Portfolio                                               Boston, MA 02209
    
   
Transamerica Occidental      1150 South Olive Street    State Street Bank      none                   N/A
Life Insurance Company is    Los Angeles, CA  90015     and Trust Company
depositor for TVIF Money                                P.O. Box 9110
Market Portfolio                                        Boston, MA 02209
    
</TABLE>


         Information Concerning Loads, Fees, Charges and Expenses

         13.               (a) Furnish the following information with respect to
                           each  load,  fee,  expense  or  charge  to which  (1)
                           principal payments;  (2) underlying  securities;  (3)
                           distributions;    (4)    cumulated   or    reinvested
                           distributions   or  income;   and  (5)   redeemed  or
                           liquidated  assets  of  the  trust's  securities  are
                           subject:

                           (A) the nature of such load, fee,  expense or charge;
                           (B) the amount thereof:
                           (C)      the name of the person to whom such  amounts
                                    are paid and his relationship to the trust:
                           (D)      the nature of the services performed by such
                                    person in consideration  for such load, fee,
                                    expense or charge.

                           (1)      Under the Policies

   
                                    PAYMENT  EXPENSE CHARGE - A payment  expense
                                    charge  of  4.0%  of  each  payment  will be
                                    deducted  for  premium   taxes   imposed  by
                                    various states and local  jurisdictions  for
                                    federal  taxes ("DAC  taxes") to  compensate
                                    the Company for its increased federal income
                                    tax  as a  result  of  payment  received  in
                                    connection  with the  Policy  and for  sales
                                    expenses.  The  Company  may  increase  this
                                    charge if the taxes we pay for premium taxes
                                    and/or for  federal  taxes  described  above
                                    also increase.

                                    MONTHLY   INSURANCE    PROTECTION    CHARGES
                                    DEDUCTED  FROM POLICY VALUE - On the date of
                                    issue   and  each   monthly   payment   date
                                    thereafter,   insurance  protection  charges
                                    will be  deducted  from the Policy  value of
                                    each   Policy.    The   monthly    insurance
                                    protection charge deducted from Policy value
                                    consists of a charge retained by the Company
                                    for cost of  insurance  and a charge for the
                                    cost of any additional  benefits provided by
                                    rider.  Monthly insurance protection charges
                                    will   be   deducted   from   a   particular
                                    sub-account in accordance with  instructions
                                    received  from  the  Policy  owner.   If  no
                                    allocation  is  made  by the  Policy  owner,
                                    charges  will be deducted  pro rata from the
                                    sub-accounts and from the Fixed Account.
    

                                    The monthly insurance protection charge will
                                    be  affected  by any  changes  in  the  face
                                    amount and will be calculated separately for
                                    the initial face amount,  for any  increases
                                    in  face   amount,   and  for  any  benefits
                                    provided by rider.

   
                                    If the Policy owner  selected the Adjustable
                                    Option,  the  monthly  insurance  protection
                                    charge for the  initial  face amount will be
                                    equal to the  applicable  cost of  insurance
                                    rate  multiplied by the initial face amount.
                                    If  the  Policy  owner  selected  the  Level
                                    Option,  however,  the  applicable  cost  of
                                    insurance  rate  will be  multiplied  by the
                                    initial  face amount  less the Policy  value
                                    (minus  charges for rider  benefits)  at the
                                    beginning of the Policy month.
    

                                    If the  Adjustable  Option is selected,  the
                                    cost of insurance  for each increase in face
                                    amount  (other than an increase  caused by a
                                    change in option)  will be equal to the cost
                                    of  insurance   rate   applicable   to  that
                                    increase  multiplied by the increase in face
                                    amount. If the Level Option is selected, the
                                    applicable  cost of  insurance  rate will be
                                    multiplied  by  the  increase  in  the  face
                                    amount  reduced by any Policy  value  (minus
                                    rider charges) in excess of the initial face
                                    amount at the beginning of the Policy month.

   
                                    If the  Guideline  Minimum Sum Insured is in
                                    effect under either death benefit option,  a
                                    monthly  insurance  protection  charge  will
                                    also be  calculated  for that portion of the
                                    Death Benefit which exceeds the current face
                                    amount.  This charge will be  calculated  by
                                    multiplying   the  cost  of  insurance  rate
                                    applicable  to the initial face amount times
                                    the  Guideline  Minimum Sum Insured  (Policy
                                    value times the applicable  percentage) less
                                    the greater of the face amount or the Policy
                                    value if the Policy owner selected the Level
                                    Option,  or less  the face  amount  plus the
                                    Policy  value if the Policy  owner  selected
                                    the  Adjustable  Option.  When the Guideline
                                    Minimum Sum  Insured is in effect,  the cost
                                    of  insurance  charge for the  initial  face
                                    amount  and  for  any   increases   will  be
                                    calculated as set forth in the preceding two
                                    paragraphs.

                                    The monthly insurance protection charge will
                                    also be adjusted  for any  decreases in face
                                    amount.

                                    Monthly insurance protection charges for the
                                    Policies will not be the same for all Policy
                                    owners. The insurance  principals of pooling
                                    and distribution of mortality risks is based
                                    on the  assumption  that each  Policy  owner
                                    pays a cost of insurance charge commensurate
                                    with the Insured's mortality risk.

                                    Cost of insurance  rates are actually  based
                                    on the sex (male,  female,  or unisex),  age
                                    and underwriting class of the Insured at the
                                    date  of  issue,  the  effective  date of an
                                    increase  or date of rider,  as  applicable.
                                    The cost of insurance  rates are  determined
                                    at the beginning of each Policy year for the
                                    initial face amount and for each increase in
                                    the face amount. The cost of insurance rates
                                    generally  increase  as  the  Insured's  age
                                    increases.   The  actual   monthly  cost  of
                                    insurance   rates   will  be  based  on  the
                                    Company's    expectations   as   to   future
                                    mortality   experience.   They   will   not,
                                    however, be greater than the guaranteed cost
                                    of insurance  rates set forth in the Policy.
                                    These guaranteed rates are based on the 1980
                                    Commissioners  Standard  Ordinary  Mortality
                                    Tables and the  Insured's  sex and age.  The
                                    Tables  used  for  this  purpose  set  forth
                                    different  mortality estimates for males and
                                    females and for smokers and non-smokers. Any
                                    change in the cost of  insurance  rates will
                                    apply to all  persons  of the same  insuring
                                    age,  sex,  and  underwriting   class  whose
                                    Policies  have  been in  force  for the same
                                    length of time.

                                    The underwriting class of an Insured affects
                                    the cost of insurance  rate.  If the Company
                                    places   an   Insured    into   a   standard
                                    underwriting  class,  the cost of  insurance
                                    will be higher than that of an  underwriting
                                    class with a lower mortality risk, and lower
                                    than that of an  underwriting  class  with a
                                    higher mortality risk.

                                    TRANSFER   CHARGES   -  The   first   twelve
                                    transfers  in a Policy  year will be free of
                                    charge. Thereafter, a transfer charge of $10
                                    will be  imposed  by the  Company  for  each
                                    transfer  request.  The Company reserves the
                                    right to increase  the  charge,  but it will
                                    never exceed $25.00.

                                    CHARGE  FOR  INCREASE  IN FACE  AMOUNT - For
                                    each increase in face amount,  a transaction
                                    charge of $40 will be deducted pro-rata from
                                    Policy    value   by   the    Company    for
                                    administrative   costs.   This   charge   is
                                    guaranteed not to increase.

                                    SURRENDER  CHARGE - A  surrender  charge  is
                                    computed  on the  date  of  issued  for  the
                                    initial face amount.  The  surrender  charge
                                    applies  for  ten  years  from  the  date of
                                    issue.  We impose the surrender  charge only
                                    if, during the time the charge is effective,
                                    you request a full  surrender of your Policy
                                    or a decrease in face amount.

                                    A new  surrender  charge is computed for any
                                    increase  in  face  amount.   The  surrender
                                    charge for a face  increase  applies for ten
                                    years   from  the  date  the   increase   is
                                    effective. The new surrender charge computed
                                    for an increase in face amount  applies only
                                    to the face increase.

                                    We compute the surrender  charges based on a
                                    rate per  $1,000  of face  amount.  The rate
                                    which  applies  to your  Policy  is based on
                                    whether the insured is male or female (males
                                    rates are used if the  Policy is used  using
                                    unisex  rates);  the insured's  age; and the
                                    number of years during  which the  surrender
                                    charge  has been  effective.  The  surrender
                                    charge   decreases  each  Policy  year  with
                                    respect to the  initial  face  amount,  and,
                                    with  respect to an increase in face amount,
                                    on   each   12-month   anniversary   of  the
                                    effective date of the face amount increase.

                                    We  determine  the  insured's  age as of the
                                    date of issue for the  initial  face  amount
                                    for the  Policy.  If there is an increase in
                                    the face amount,  we determine the insured's
                                    age on the effective date of the increase.


                                    CHARGES  ON PARTIAL  WITHDRAWAL  - After the
                                    first  Policy  year (and  before the paid-up
                                    insurance  option  is  exercised),   partial
                                    withdrawals  in a minimum amount of $500 may
                                    be made from the Policy value. A transaction
                                    charge  which  is the  smaller  of 2% of the
                                    amount  withdrawn or $25.00 will be assessed
                                    in all cases.
    

                                    A  partial  withdrawal  charge  may  also be
                                    imposed upon a partial withdrawal.  For each
                                    partial  withdrawal  the  Policy  owner  may
                                    withdraw  an  amount  equal  to  10%  of the
                                    Policy   value  on  the  date  the   written
                                    withdrawal   request  is   received  by  the
                                    Company   less  the   total  of  any   prior
                                    withdrawals  in that  Policy year which were
                                    not  subject  to  the   partial   withdrawal
                                    charge,    without   incurring   a   partial
                                    withdrawal charge. Any partial withdrawal in
                                    excess of this amount ("excess  withdrawal")
                                    will be  subject to the  partial  withdrawal
                                    charge.  The  partial  withdrawal  charge is
                                    equal to 5% of the excess  withdrawal  up to
                                    the amount of the surrender charge(s) on the
                                    date of withdrawal. There will be no partial
                                    withdrawal  charge if there is no  surrender
                                    charge on the date of withdrawal  (i.e.,  10
                                    years have passed from the date of issue and
                                    from the  effective  date of any increase in
                                    the face amount).

                                    The Policy's  outstanding  surrender  charge
                                    will be reduced by the amount of the partial
                                    withdrawal  charge  deducted.   The  partial
                                    withdrawal  charge  deducted  will  decrease
                                    existing  surrender charges in the following
                                    order:


                                    1.      The surrender charge for the most 
                                        recent increase in face amount;

                                    2.      The surrender charges for the next 
                                        most recent increases successively;
                                            and

                                    3.      Last, the surrender charge for the 
                                        initial face amount.

   
                                    CHARGES AGAINST THE SEPARATE ACCOUNT VUL-1 -
                                    A daily charge  currently  equivalent  to an
                                    annual  rate of 0.80% of the  average  daily
                                    net asset value of each  sub-account  of the
                                    Separate   Account   VUL-1  is   imposed  to
                                    compensate the Company for its assumption of
                                    certain  mortality and expense risks and for
                                    administrative  costs  associated  with  the
                                    Separate   Account   VUL-1.   The   rate  is
                                    currently  0.65% (never to exceed 0.80%) for
                                    the  mortality  and expense  risk charge and
                                    0.15%   for   the   administration   charge.
                                    Currently,   the  administration  charge  is
                                    waived  after the  tenth  policy  year.  The
                                    administration  charge is  guaranteed  to be
                                    eliminated after the twentieth Policy year.

                                    No charges are  currently  made  against the
                                    sub-accounts  for  federal  or state  income
                                    taxes.  Should the  Company  determine  that
                                    taxes will be imposed,  the Company may make
                                    deductions  from the sub-account to pay such
                                    taxes.  The  imposition  of such taxes would
                                    result in a reduction of the Policy value in
                                    the sub-accounts.
    

                           (2)      Underlying Securities

   
                                    In addition to the charges  described above,
                                    certain  management  fees and other expenses
                                    are   deducted   from  the   assets  of  the
                                    underlying portfolios. The level of fees and
                                    expenses  vary  among  the  portfolios.  The
                                    following  table shows the  management  fees
                                    and other  expenses  of the  portfolios  for
                                    1996. For more information  concerning these
                                    fees and expenses, see the prospectus of the
                                    portfolios.

                                    Transamerica Growth Portfolio:  
                                 .75% management fee; .10% other expenses; .85%
                                    total expenses.

                                    Transamerica Money Market Portfolio:  N/A
    



                           (3)      Distributions

                                    No  distributions  are made to Policy owners
                                    except   voluntary   surrenders  or  partial
                                    withdrawals,   and  upon  payment  of  death
                                    proceeds. Surrenders and partial withdrawals
                                    may be subject to the  surrender and partial
                                    withdrawal  charges  described  in 13(a)(1),
                                    above. Also See Item 21.

                           (4)   Cumulated or Reinvested Distributions or Income

   
                                    Distributions   from  the   portfolios   are
                                    reinvested by  sub-accounts  of the Separate
                                    Account  VUL-1 in  additional  shares of the
                                    respective  portfolios,  without charge,  at
                                    net asset value.
    

                           (5)      Redeemed or Liquidated Assets of the Trust's
                                    Securities

                                    See  "Surrender   Charge"  and  "Charges  on
                                    Partial  Withdrawals"  under  Item  13(a)(1)
                                    above.

                  (b)      For each installment payment type of periodic payment
                           plan  certificate of the trust,  furnish  information
                           with respect to sales load and other  deductions from
                           principal payments.

   
                           A payment expense charge of 4.0% of each premium will
                           be  deducted  for  premium  taxes  imposed by various
                           states  and local  jurisdictions  for  federal  taxes
                           ("DAC  taxes")  to  compensate  The  Company  for its
                           increased  federal  income tax as a result of payment
                           received in connection  with the Policy and for sales
                           expenses.  No other deductions are made from premiums
                           prior  to  allocation  to the  Fixed  Account  or the
                           Separate   Account  VUL-1.   All  other  charges  and
                           deductions are made from Policy value,  net assets of
                           the   Separate   Account   VUL-1,   or  upon  certain
                           surrenders,  partial  withdrawals,  and  decreases in
                           face amount.
    

                  (c)      State (1) the amount of sales load as a percentage of
                           the net amount invested,  and (2) the amount of total
                           deductions as a percentage of the net amount invested
                           for each type of security issued by the trust.

   
                           The  only   deduction   from  payments  is  the  4.0%
                           deduction for payment expense charges as described in
                           (b),  above.  A  surrender  charge is  calculated  at
                           issuance  of the  Policy  and for  increases  in face
                           amounts,  but  is  deducted  if  at  all,  only  upon
                           surrender  or  decreases  in face  amount  within  10
                           Policy years or less, depending upon issue age. Also,
                           a transaction  charge and partial  withdrawal  charge
                           may be deducted on partial withdrawals.
    

                  (d)      Explain  fully the reasons for any  difference in the
                           price at which  securities  are offered for any class
                           of  transactions  to any class or group of  officers,
                           including  officers,  directors  or  employees of the
                           deposition    trustee,    custodian    or   principal
                           underwriter.

                           Not Applicable.

                  (e)      Furnish  a  brief  description  of any  loads,  fees,
                           expenses  or charges  not covered in Item 13(a) which
                           may be paid by security  holders in  connection  with
                           the trust or its securities.

   
                           The Company reserves the right to impose a charge for
                           changing the net payment allocation instructions, for
                           changing  the  allocation  of the  monthly  insurance
                           protection charges, or for a projection of values. No
                           such  charges  are  currently  imposed  and any  such
                           charge is guaranteed not to exceed $25.00.
    

                  (f)      State whether the depositor,  principal  underwriter,
                           custodian or trustee, or any affiliated person of the
                           foregoing,  may receive profits or other benefits not
                           included in answer to Item 13(a) or 13(d) through the
                           sale  or  purchase  of  the  trust's   securities  or
                           interests   in   such   securities,   or   underlying
                           securities or interests in underlying securities, and
                           describe  fully the nature and extent of such profits
                           or benefits.

   
                           Neither the Company,  Transamerica  Securities  Sales
                           Corporation   nor  any   affiliated   person  of  the
                           foregoing may receive any profit or any other benefit
                           from  payments  under the  Policy or tie  investments
                           held in the  Separate  Account  VUL-1 not included in
                           the answer to Item 13(a) or (d)  through  the sale of
                           purchase  of the Policy or shares of the  portfolios,
                           except  that (1) the  Company may receive a profit to
                           the extent that the cost of insurance  built into the
                           Policy exceeds the actual cost of insurance needed to
                           pay  benefits;  (2)  favorable  mortality  or expense
                           experience  may cause the  insurance  provided  to be
                           profitable  to the  Company;  (3)  the  Company  will
                           compensate   certain  others  including  the  company
                           agents,  for services rendered in connection with the
                           distribution of the Policy,  as described in Item 38,
                           but  such  payments  will  be  made  from  the  Fixed
                           Account;  and  (4)  the  investment  advisers  of the
                           respective  portfolios  will receive an advisory fee,
                           as described in Item 13(a)(2).
    

                  (g)      State  the  percentage  that  the  aggregate   annual
                           charges  and  deductions  for  maintenance  and other
                           expenses  of  the  trust  bear  to the  dividend  and
                           interest  income from the trust  property  during the
                           period  covered  by the  financial  statements  filed
                           herewith.

   
                           Not Applicable.  The Separate Account VUL-1 has no 
                         assets as of the date of this filing.
    


         Information Concerning the Operations of the Trust

         14.      Describe the procedure  with respect to the  applications  (if
                  any)  and  the  issuance  and  authentication  of the  trust's
                  securities,  and state the substance of the  provisions of any
                  indenture or agreement pertaining thereto.

   
                  Individuals  wishing  to  purchase  a  Policy  must  submit  a
                  completed  application to an authorized registered agent or to
                  the   Company'sVariable   Life  Service  Center.  The  Company
                  generally  will issue a Policy  only on the lives of  Insureds
                  age  80  and  under,   who  supply  evidence  of  insurability
                  satisfactory  to the  Company.  Acceptance  is  subject to the
                  Company's  underwriting  rules,  and the Company  reserves the
                  right to reject an application for any reason.

                  Within limits, applicants may choose the amount of the initial
                  premium desired and the initial face amount of the Policy. The
                  Company  may  limit  the  face  amount  which  we will  issue.
                  Currently,  the minimum specified face amount of insurance for
                  which a Policy may be issued is $100,000.

                  The Policy will be  effective  on the date of issue only after
                  all outstanding  delivery  requirements  are satisfied and the
                  Company has received a sufficientpayment. The date of issue is
                  the date used to determine  all future  periodic  transactions
                  under the Policy,  e.g.,  monthly payment date,  Policy months
                  and Policy years.  Within limits, the Company may establish an
                  earlier date of issue.

                  If a  payment  equivalent  to at  least  one  minimum  monthly
                  payment is received with the  application,  and there has been
                  no  material  misrepresentation  on  the  application,  fixed,
                  conditional  insurance of up to the amount applied for but not
                  to exceed$25,000  for persons age 16 to 65 and insurable as an
                  underwriting  class, and up to $100,000 for all other ages and
                  underwriting  classes  will  start  as  of  the  date  of  the
                  application.  If a  medical  examination  of a  person  to  be
                  Insured  is  required  by the  Company's  underwriting  rules,
                  coverage on that person will not start until completion of the
                  examination.  In no event  will a death  benefit  be  provided
                  under  the  conditional  insurance  agreement  if  death is by
                  suicide.

                  If the application is approved,  the date of issue will be the
                  date the terms of the  conditional  insurance  agreement  were
                  met.  If payments  are made  before the date of  issuance  and
                  acceptance,  the payments  will be allocated  initially to the
                  Fixed  Account.  If the  Applicant  does  not wish to make any
                  payment until the Policy is issued,  or if the amount of money
                  paid on a prepaid  application  is not sufficient to place the
                  Policy in force,  the Company  will  require  submission  upon
                  delivery  of the  Policy of  sufficient  payment  to place the
                  Policy in force upon delivery of the Policy.  If the Policy is
                  not  issued,  the  applicant  will  receive the greater of the
                  payments made or the net value of the amount  allocated to the
                  Money  Marketsub-account.  No  Policy  will be in force  until
                  sufficient payment is paid.
    

         15.      Describe the procedure with respect to the receipt of payments
                  from purchasers of the trust's  securities and the handling of
                  the  proceeds   thereof,   and  state  the  substance  of  the
                  provisions of any indenture or agreement pertaining thereto.

   
                  PAYMENTS - Payments are payable  only to the Company,  and may
                  be mailed to the  Company's  Variable  Life Service  Center or
                  paid through an authorized agent of the Company.  All payments
                  after the initial payment are credited to the Separate Account
                  VUL-1 or Fixed  Account as of date of  receipt at  theVariable
                  Life Service Center.

                  The Policy owner may establish a schedule of planned  payments
                  which  will be billed by the  Company  at  regular  intervals.
                  Failure to pay plannedpayments, however, will not itself cause
                  the  Policy  to  lapse.   The  Policy   owner  may  also  make
                  unscheduled  payments  at any  time  or skip  planned  premium
                  payments   subject  to  the  maximum   and   minimum   payment
                  limitations described below.

                  The Policy owner may also elect to make payments by means of a
                  monthly  automatic  payment  ("MAP")  procedure.  Under  a MAP
                  procedure,  amounts will be deducted each month,  generally on
                  the Monthly  Processing Date, from the Policy owner's checking
                  account and applied as a payment  under a Policy.  The minimum
                  payment permitted under MAP is $50.

                  Payments are not limited as to frequency and number.  However,
                  no  payment  may be  less  than  $100  without  the  Company's
                  consent.  Moreover,  payments  must be sufficient to provide a
                  positive  surrender  value at the end of each Policy month, or
                  the Policy may lapse.

                  The  total  of  all   payments   paid  can  never  exceed  the
                  then-current maximum payment limitation determined by Internal
                  Revenue  Service  rules.  Thus,  the  Company  may  limit  the
                  payments  received  in any  Policy  year to an amount not less
                  than the "guideline  level premium"  determined by the Company
                  with  respect  to the  Policy.  In  addition,  the  sum of the
                  payments paid,  less any partial  withdrawals,  may not exceed
                  the greater of the guideline  single premium or the sum of the
                  guideline level premiums to the date of payment. The guideline
                  premium  amounts will change  whenever  there is any change in
                  the face  amount,  the  addition or deletion of a rider,  or a
                  change in the death benefit option.  These payment limitations
                  do not apply to the extent  necessary to prevent  lapse of the
                  Policy during a Policy year.

                  If at any time a payment  is paid that  would  result in total
                  payments   exceeding   the  then   current   maximum   premium
                  limitation,  the Company  will accept only that portion of the
                  payment  that  would  make total  premiums  equal the  maximum
                  limitation.  Payments in excess of that amount will be applied
                  first to reduce  any  outstanding  debt on the Policy and then
                  will be refunded to the Policy owner,  and no further payments
                  will be accepted until allowed by the current  maximum premium
                  limitation prescribed by Internal Revenue Service rules.

                  If the  application  is approved  and the Policy is issued and
                  accepted,  the  Company  will  allocate  the  Policy  Value on
                  issuance  and  acceptance  according  to  the  Policy  owner's
                  instructions.  However,  if  the  Policy  provides  for a full
                  refund of the  initial  payment  under its  "Right to  Examine
                  Policy" provision as required in the Policy owner's state, the
                  Company will  initially  allocate the fund  investments to the
                  Money Market sub-account.  This allocation to the Money Market
                  sub-account  will be for 14 days from issuance and  acceptance
                  (24 days from  issuance and  acceptance  for  replacements  in
                  states  with an  extended  right to  examine  and 34 days from
                  issuance and  acceptance  for  California  citizens age 60 and
                  older, who have an extended right to examine).  After this, we
                  will  allocate  all amounts  according  to the Policy  owner's
                  investment choices.
    


         16.      Describe  the  procedure  with respect to the  acquisition  of
                  underlying  securities and the disposition  thereof, and state
                  the substance of the  provisions of any indenture or agreement
                  pertaining thereto.

   
                  Each  sub-account  of the Separate  Account  VUL-1 invests its
                  assets in shares of a corresponding  portfolio.  Purchases and
                  redemptions  of such shares are made at net asset value,  with
                  no deduction for sales load.

                  Amounts of net payments allocated to a sub-account,  transfers
                  to that sub-account, and reserve adjustment transfers, if any,
                  will be  netted  as of each  valuation  date  against  amounts
                  withdrawn  from the  sub-account  in  connection  with  Policy
                  surrenders,   partial   withdrawals,   transfers,   and  death
                  benefits,  as well as the asset charge and amounts paid to the
                  Company in lieu of taxes,  if any. A net  purchase  or sale of
                  portfolio  shares will be made for a sub-account  at net asset
                  value. All income,  dividends and realized gain  distributions
                  of a portfolio  will be reinvested in shares of the respective
                  portfolio at net asset value.  Valuation dates currently occur
                  on each day on which the New York Stock  Exchange  is open for
                  trading,  and on such other days where  there is a  sufficient
                  degree of trading in a  portfolio's  securities  such that the
                  current net asset value of the  sub-accounts may be materially
                  affected.
    

         17.      (a)      Describe the procedure with respect to withdrawal or
                          redemption by security holders.

   
                           SURRENDER - A Policy owner may at any time  surrender
                           the Policy and receive  its  surrender  value  (i.e.,
                           Policy   value,   less  any   outstanding   loan  and
                           applicable  surrender  charges) upon written  request
                           signed by the  Policy  owner and return of the Policy
                           to the Principal Office.  The surrender value will be
                           based on the Policy value as of the valuation date on
                           which the  request  and  Policy are  received  at the
                           Principal  Office. A surrender charge may be deducted
                           when  a  Policy  is  surrendered.   See  Item  13(a),
                           "Surrender."

                           The surrender value is normally  payable within seven
                           days following the Company's receipt of the surrender
                           request.  The  Company  reserves  the  right to defer
                           surrenders and partial  withdrawals of amounts funded
                           by  each  sub-account  during  any  period  when  (1)
                           trading on the New York Stock  Exchange is restricted
                           as  determined  by the SEC or such Exchange is closed
                           for other than weekends and holidays, (2) the SEC has
                           by  order  permitted  such  suspension,   or  (3)  an
                           emergency, as determined by the SEC, exists such that
                           disposal of  portfolio  securities  or  valuation  of
                           assets  of  each   sub-account   is  not   reasonably
                           practicable.
    

                           The  right  is  reserved  by  the  Company  to  defer
                           surrenders   and   partial   withdrawal   of  amounts
                           allocated  to the Fixed  Account  for a period not to
                           exceed six months.

   
                           PARTIAL  WITHDRAWAL  - At any time  after  the  first
                           Policy year (and before the paid-up  insurance option
                           is exercised), a Policy owner may redeem a portion of
                           the Policy value of his or her Policy, subject to the
                           limits stated below,  upon written  request signed by
                           the  Policy  owner  and  filed at the  Variable  Life
                           Service Center.  Where  allocations have been made to
                           more than one account,  a  percentage  of the partial
                           withdrawal may be allocated to each such account. The
                           written  request must  indicate the dollar amount the
                           Policy  owner  wishes to receive and the account from
                           which such amount is to be redeemed.

                           The Policy owner may  allocate  the amount  withdrawn
                           among the sub-accounts  and the Fixed Account.  If no
                           allocation  instructions  are  provided,  the Company
                           will make a pro rata allocation.

                           A partial  withdrawal from a sub-account  will result
                           in  cancellation  of a number of  Accumulation  Units
                           equivalent in value to the amount withdrawn, computed
                           as of the valuation date that the request is received
                           at the  Company'sVariable  Life Service  Center.  The
                           amount  withdrawn  equals the amount requested by the
                           Policy owner plus any applicable charges. The Company
                           will   normally   pay  the  amount  of  the   partial
                           withdrawal  within seven days,  but may delay payment
                           under  certain  circumstances  described  above under
                           "Surrender."  Each  partial  withdrawal  must be in a
                           minimum  amount of $500,  or the  entire  amount in a
                           sub-account,   if  less.  See  Item  13(a),  "Partial
                           Withdrawals."
    

                  (b)      Furnish  the names of any  persons  who may redeem or
                           repurchase,  or are required to redeem or repurchase,
                           the trust's securities or underlying  securities from
                           security holders, and the substance of the provisions
                           of any indenture or agreement pertaining thereto.

   
                           The Company is required to process all  surrender and
                           partial  withdrawal  requests  as  described  in Item
                           17(a).  The portfolios  will redeem their shares upon
                           the  Company's   request  in   accordance   with  the
                           Investment  Company Act of 1940.  Redeemed shares may
                           later be reissued.

                  (c) Indicate whether  repurchased or redeemed  securities will
be canceled or may be resold.

                           If a  Policy  is  surrendered,  the  Policy  will  be
canceled and may not be reissued.
    

                           If a Policy  terminates due to lapse or  foreclosure,
                           the Policy may be reinstated as provided below.

   
                           TERMINATION  - The failure to make  payments will not
                           cause the Policy to lapse  unless:  (a) the surrender
                           value  is  insufficient  to cover  the  next  monthly
                           insurance   protection   charge  plus  loan  interest
                           accrued;  or  (b) if  Outstanding  Loan  exceeds  the
                           Policy value less surrender charges.  If one of these
                           situations occurs, the Policy will be in default. The
                           Policy  owner  will  then  have a grace  period of 62
                           days,  measured  from  the date of  default,  to make
                           sufficient  payments to prevent  termination.  On the
                           date of default,  the  Company  will send a notice to
                           the Policy owner and to any  assignee of record.  The
                           notice  will state the amount of payment  due and the
                           date on which it is due. Failure to make a sufficient
                           payment  within  the  grace  period  will  result  in
                           termination  of the Policy  without any Policy value.
                           If the  Insured  dies  during the grace  period,  the
                           Death Benefit will still be payable,  but any monthly
                           insurance  protection  charges due and unpaid through
                           the Policy  month in which the  Insured  dies and any
                           other  overdue  charge  will  be  deducted  from  the
                           DeathBenefit . Except for the situation  described in
                           (b) above,  if,  during the first 48 months after the
                           date of issue or the effective date of an increase in
                           face amount, the Policy owner makes payments, lessany
                           outstanding  loans,  partial withdrawal  charges,  at
                           least  equal  to  the  sum  of  the  minimum  monthly
                           payments   for  the  number  of  months  the  Policy,
                           increase or Policy  change  which  causes a change in
                           the minimum  monthly  payment has been in force,  the
                           Policy is guaranteed not to lapse during that period.
                           A Policy  change which causes a change in the minimum
                           monthly payment is a change in the face amount or the
                           addition or deletion of a rider. Except for the first
                           48 months  after  the date of issue or the  effective
                           date of an  increase,  payments  equal to the minimum
                           monthly payment do not guarantee that the Policy will
                           remain in force.

                           REINSTATEMENT   -  If  the   Policy   has  not   been
                           surrendered and the Insured is alive,  the terminated
                           Policy may be reinstated  anytime  within three years
                           after the date of default by submitting the following
                           to  the  Company:   (1)  a  written  application  for
                           reinstatement;  (2) evidence of insurability  showing
                           the Insured is insurable  according to the  Company's
                           underwriting rules; and (3) a payment that, after the
                           deduction of the tax expense charges, is large enough
                           to cover the minimum  amount  payable,  as  described
                           below.
    

                           Minimum   Amount  Payable  -  If   reinstatement   is
                           requested  less than 48 months  either after the date
                           of issue of the  Policy or the  effective  date of an
                           increase in the face  amount,  the Policy  owner must
                           pay the lesser of the amount shown in A or B:

                           Under A, the  minimum  amount  payable is the monthly
                           payment for the three-month  period  beginning on the
                           date of reinstatement.

                           Under B, the minimum amount payable is the sum of

                           o        the amount by which the surrender charge as
                                    of the date of reinstatement
                                    exceeds the Policy value on the date of 
                                     default; plus

                           o        monthly insurance protection charges for the
                                    three-month  period beginning on the date of
                                    reinstatement.

                           If   reinstatement  is  requested  after  48  monthly
                           processing dates from the date of issue of the Policy
                           or an increase in the face  amount,  the Policy owner
                           must pay the amount shown in B above.

   
                           Surrender  Charge - The surrender  charge on the date
                           of  reinstatement is the surrender charge which would
                           have been in effect had the Policy  remained in force
                           from the date of issue.  The  Policy  value  less any
                           outstanding  loan  on the  date  of  default  will be
                           restored  to the  Policy  to the  extent  it does not
                           exceed   the   surrender   charge   on  the  date  of
                           reinstatement.  Any Policy value less any outstanding
                           loan as of the  date of  default  which  exceeds  the
                           surrender  charge on the date of  reinstatement  will
                           not be restored.
    

                           Policy Value on  Reinstatement  - The Policy value on
the date of reinstatement is:

   
                           o        the net payment paid to reinstate the Policy
                                    increased  by  interest  from  the  date the
                                    payment  was   received  at  the   Company's
                                    Principal Office;

                           o        plus an  amount  equal to the  Policy  value
                                    less  any  outstanding  loan on the  date of
                                    default to the extent it does not exceed the
                                    surrender    charge    on   the    date   of
                                    reinstatement;
    

                           o        minus the monthly insurance protection 
                                   charges due on the date of reinstatement.

   
                           The Policy owner may not  reinstate  any  outstanding
                           loan on the date of default or foreclosure.
    

         18.               (a)  Describe  the  procedure  with  respect  to  the
                           receipt,  custody and  disposition  of the income and
                           other  distributable funds of the trust and state the
                           substance  of  the  provisions  of any  indenture  or
                           agreement pertaining thereto.

   
                           Distributions   with  respect  to  the  shares  of  a
                           portfolio  held by a  sub-account  are  reinvested in
                           shares of that  portfolio  at net asset  value.  Such
                           shares  are  added to the  assets  of the  respective
                           sub-account.
    

                  (b)      Describe the  procedure,  if any, with respect to the
                           reinvestment of distributions to security holders and
                           state  the   substance  of  the   provisions  of  any
                           indenture or agreement pertaining thereto.

                           No distributions are made to Policy owners other than
                           in  connection  with a death benefit or with a Policy
                           owner-initiated loan, partial withdrawal or surrender
                           of the Policy.
                           See Items 13(a) and 21.

                  (c)      If any  reserves or special  funds are created out of
                           income or principal,  state with respect to each such
                           reserve or fund the purpose and ultimate  disposition
                           thereof, and describe the manner of handling same.

   
                           Net  payments  placed in the Separate  Account  VUL-1
                           constitute  certain  reserves for benefits  under the
                           Policy.
    

                  (d)      Submit a schedule showing the periodic and special
                              distributions which have been made to
                            security holders during the three years covered by 
                              the financial statements filed
                            herewith.  State for each such distribution the 
                              aggregate amount and amount per share.
                            If distributions from sources other than current
                              income have been made, identify each
                           such other source and indicate whether such 
                              distribution represents the return of
                            principal payments to security holders.  If payments
                              other than cash were made, describe
                            the nature thereof, the account charged and the 
                              basis of determining the amount of such
                            charge.
 
   
                           Not Applicable.  The Separate Account VUL-1 has not
                              begun business operations.
    

                  19.  Describe  the  procedure  with  respect to the keeping of
                  records and  accounts of the Trust,  the making of reports and
                  the  furnishing of information  to security  holders,  and the
                  substance  of the  provisions  of any  indenture  or agreement
                  pertaining thereto.

   
                  The  Company  will  maintain  the  records  and  books  of the
                  Separate Account VUL-1. The Company will also maintain records
                  for each  Policy,  including  the number and value of units of
                  each  sub-account  credited  to each  Policy  and the value of
                  accumulations in the Fixed Account.

                  Issuance  and  transfer  of  portfolio  shares will be by book
                  entry  only.  Stock  certificates  will not be  issued  to the
                  Company or Separate  Account  VUL-1.  Shares  ordered from the
                  portfolios  will be recorded in an  appropriate  title for the
                  Separate Account VUL-1 or appropriate sub-account.

                  Policy owners will be sent promptly  statements of significant
                  transactions  such  as  payments  (other  than  payments  made
                  pursuant to the MAP payment  procedure),  changes in specified
                  face amount,  change in death benefit option,  transfers among
                  sub-accounts  and  the  Fixed  Account,  partial  withdrawals,
                  increases in loan amount by the Policy owner, loan repayments,
                  lapse,  termination  for any  reason,  and  reinstatement.  An
                  annual  statement  will also be sent to the Policy owner.  The
                  annual statement will summarize all of the above  transactions
                  and deductions of charges during the Policy year. It will also
                  set forth  the  status of the  death  benefit,  Policy  value,
                  surrender  value,   amounts  in  the  sub-accounts  and  Fixed
                  Account, and any Policy loan(s).

                  In addition, the Policy owner will be sent semi-annual reports
                  containing  financial statements and other information for the
                  Separate Account VUL-1 as required by the 1940 Act.
    

         20.      State the  substance  of the  provisions  of any  indenture or
                  agreement concerning the trust with respect to the following:

                  (a)      Amendments to such indenture or agreement.

                           Not Applicable.

                  (b)  The  extension  or   termination  of  such  indenture  or
agreement.

                           Not Applicable.

                  (c)      The  removal  or   resignation   of  the  trustee  or
                           custodian, or the failure of the trustee or custodian
                           to perform its duties, obligations and functions.

   
                           The Company  will act as  custodian  of assets of the
                           Separate  Account  VUL-1.  The  Company  may  appoint
                           another  custodian.  In  such  event,  the  custodial
                           agreement  will  provide that the assets owned by the
                           Separate Account VUL-1 shall be delivered directly by
                           the Company to a successor custodian.
    

                  (d)      The  appointment  of  a  successor  trustee  and  the
                           procedure if a successor trustee is not appointed.

                           Not Applicable.

                  (e)      The removal or resignation  of the depositor,  or the
                           failure  of the  depositor  to  perform  its  duties,
                           obligations and functions.

   
                           There  is  no  such  provision  in  an  indenture  or
                           agreement.  Under California law, the Company may not
                           abrogate its obligation under the Policies.
    

                  (f)      The  appointment  of a  successor  depositor  and the
                           procedure if a successor depositor is not appointed.

                           There  is no  such  provision  in  any  indenture  or
agreement.


          21.              (a)  State the  substance  of the  provisions  of any
                           indenture  or  agreement  with  respect  to  loans to
                           security holders.

   
                           Loans may be  obtained  by request to the  Company on
                           the sole security of the Policy.  The total amount of
                           laws which may be outstanding at any time is the loan
                           value.  In the first Policy  year,  the loan value is
                           75% of an  amount  equal  to the  Policy  value  less
                           surrender    charges,    unpaid   monthly   insurance
                           protection  charges,  and interest on Debt to the end
                           of the  Policy  year.  The loan  value in the  second
                           Policy year and  thereafter is 90% of an amount equal
                           to Policy value minus surrender charges.

                           A  Policy  loan  may be  allocated  among  the  Fixed
                           Account and one or more  sub-accounts.  If the Policy
                           owner does not make an  allocation,  the Company will
                           allocate  the loan  among  the  accounts  in the same
                           proportion that the Policy value in the Fixed Account
                           and the Policy value in each  sub-account bear to the
                           total Policy  value on the date the Company  receives
                           the loan  request.  Policy value in each  sub-account
                           equal  to  the   Policy   loan   allocated   to  such
                           sub-account will be transferred to the Fixed Account,
                           and the  number  of Units  equal to  Policy  value so
                           transferred will be canceled.  Amounts transferred to
                           or held in the Fixed Account to secure Debt will earn
                           interest at a rate equal to an effective annual yield
                           of at least 6% (7.5% for "preferred loans").

                           After  due  and  unpaid  interest  is  added  to loan
                           amount,  if the new loan  amount  exceeds  the Policy
                           value in the Fixed Account, the Company will transfer
                           Policy  value  equal to that  excess  Debt  from each
                           sub-account  to the Fixed Account as security for the
                           excess  Debt.  The Company  will  allocate the amount
                           transferred   among  the  sub-accounts  in  the  same
                           proportion that the Policy value in each  sub-account
                           bears to the total Policy value in all sub-accounts.
    

                           LOAN INTEREST CHARGED - Interest accrues daily and is
                           payable in arrears at the annual rate of 8%. Interest
                           is payable at the end of each Policy year or on a pro
                           rata  basis for such  shorter  period as the loan may
                           exist.  Interest  not paid  when due will be added to
                           the loan principal and bear interest at the same rate
                           of interest.

   
                           REPAYMENT OF OUTSTANDING LOAN- Loans may be repaid at
                           any time  prior  to the  lapse  of the  Policy.  Upon
                           repayment ofany  outstanding loan, the portion of the
                           Policy  value that is in the Fixed  Account  securing
                           any  outstanding  loan  will  be  transferred  to the
                           various sub-accounts and increase the Policy value in
                           such accounts in accordance  with the Policy  owner's
                           instructions.  If the  Policy  owner  does not make a
                           repayment  allocation,   the  Company  will  allocate
                           Policy value in  accordance  with the Policy  owner's
                           most   recent   payment   allocation    instructions;
                           provided,  however, that loan repayments allocated to
                           the Separate Account VUL-1 cannot exceed Policy value
                           previously  transferred  from  the  Separate  Account
                           VUL-1 to secure theoutstanding loan.

                           FORECLOSURE  - If any  outstanding  loan  exceeds the
                           surrender  value  of  the  Policy,  the  Policy  will
                           terminate.  A notice of such pending termination will
                           be mailed to the last  known  address  of the  Policy
                           owner and any  assignee.  If the  excess  outstanding
                           loan is not paid  within 62 days after this notice is
                           mailed,  the Policy will  terminate  with no value. A
                           Policy may be reinstated following loan foreclosure.
    

                  (b)      Furnish  a  brief  description  of any  procedure  or
                           arrangement  by which  loans  are made  available  to
                           security   holders   by  the   depositor,   principal
                           underwriter,  trustee or custodian, or any affiliated
                           person of the foregoing.

                           See Items 10(i) and 21(a),  above. No other loans are
                           made,  except  under  the  terms  of  life  insurance
                           policies  which  may be issued  by the  depositor  or
                           affiliated insurance companies.

                  (c)      If such loans are made,  furnish the aggregate amount
                           of loans  outstanding  at the end of the last  fiscal
                           year,  the amount of  interest  collected  during the
                           last  fiscal  year   allocated   to  the   depositor,
                           principal   underwriter,   trustee  or  custodian  or
                           affiliated person of the foregoing,  aggregate amount
                           of loans  in  default  at the end of the last  fiscal
                           year covered by financial statements filed herewith.

                           Not Applicable.

         22.      State the  substance  of the  provisions  of any  indenture or
                  agreement with respect to  limitations  on the  liabilities of
                  the  depositor,  trustee or  custodian,  or any other party to
                  such indenture or agreement.

   
                  The  Policies  provide  that the Company  shall not be charged
                  with notice of any  assignment  of the Policy  unless it is in
                  writing  and  filed  at  the  Company'sVariable  Life  Service
                  Center.  The Company  assumes no liability for the validity of
                  any assignment.
    

         23.      Describe  any bonding  arrangement  for  officers,  directors,
                  partners  or   employees   of  the   depositor   or  principal
                  underwriter of the trust, including the amount of coverage and
                  the type of bond.

   
                                         DIRECTORS AND PRINCIPAL OFFICERS OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY


Thomas J. Cusack*            Director, Chairman, President and Chief Executive
                                            Officer   of   TOLIC   since   1997.
                                            Director,    President   and   Chief
                                            Executive  Officer  of  TOLIC  since
                                            1995.   Senior  Vice   President  of
                                            Transamerica  Corporation  from 1993
                                            to 1995. Vice President of Corporate
                                            Development   of  General   Electric
                                            Company from 1989 to 1993.

Nooruddin                                   S. Veerjee, FSA* Director, President
                                            of Group  Pension  Division of TOLIC
                                            since 1993. Senior Vice President of
                                            TOLIC   from  1992  to  1993.   Vice
                                            President  of  TOLIC  from  1990  to
                                            1992.

James W. Dederer, CLU*                      Director, Executive Vice President,
                                              General Counsel and Corporate
                                            Secretary of TOLIC since 1988.

David E. Gooding*                   Director, Executive Vice President and Chief
                                        Information Officer of TOLIC since 1992.

T. Desmond Sugrue*           Director and Executive Vice President of TOLIC
                             since 1997.  Senior Vice President of TOLIC from
                             1996 to 1997.  Self-employed - Consulting from
                             1994 to 1996.  Employed at Bank of America
                             from 1988 to 1993.

Robert Abeles*                               Director,   Executive  Vice
                                            President   and   Chief    Financial
                                            Officer   of   TOLIC   since   1996.
                                            Executive  Vice  President and Chief
                                            Financial     Officer    of    First
                                            Interstate  Bank of California  from
                                            1990 to 1996.

Nicki Bair*                                  Senior Vice President of TOLIC
                                            since 1996.  Vice President of TOLIC
                                            from 1991 to 1996.

Roy Chong-Kit*                               Senior Vice President and
                                            Actuary of TOLIC  since  1997.  Vice
                                            President  and Actuary of TOLIC from
                                            1995 to 1997.  Actuary of TOLIC from
                                            1988 to 1995.

Bruce  Clark*                                Senior  Vice  President  and
                                            Chief  Actuary of TOLIC  since 1996.
                                            Vice  President and Actuary of TOLIC
                                            from  1994 to 1996.  Vice  President
                                            and Associate  Actuary of TOLIC from
                                            1988 to 1994.

Daniel E. Jund, FLMI*                 Senior Vice President of TOLIC since 1988.

Karen MacDonald*                   Director, Senior Vice President and Corporate
                                            Actuary of TOLIC since 1995.  Senior
                                            Vice President and Corporate Actuary
                                            from 1992 to 1995.

William N. Scott,  CLU,  FLMI**              Senior Vice
                                            President of TOLIC since 1993.  Vice
                                            President  of  TOLIC  from  1988  to
                                            1993.

Claude W. Thau, FSA**                        Senior Vice President
                                            of TOLIC since 1996.  Vice President
                                            of TOLIC from 1985 to 1996.

Ron F. Wagley*                                Senior Vice President and
                                            Chief Agency  Officer of TOLIC since
                                            1993.  Vice  President of TOLIC from
                                            1989 to 1993.

William R.  Wellnitz,   FSA***               Senior  Vice
                                            President and Actuary of TOLIC since
                                            1996. Vice President and Reinsurance
                                            Actuary of TOLIC from 1988 to 1996.

         *The  business  address  is  1150  South  Olive  Street,  Los  Angeles,
         California  90015.  **The business address is 1100 Walnut Street,  23rd
         Floor,  Kansas City,  Missouri 64106.  ***The  business  address is 401
         North Tryon Street, Charlotte, North Carolina 28202.

         The depositor is insured under a broad manuscript fidelity bond program
         with  coverage   limits  of  $40,000,000.   The  lead   underwriter  is
         Continental Casualty Company of Chicago, Illinois.
    



         24.      State the  substance of any other  material  provisions of any
                  indenture or agreement  concerning the trust or its securities
                  and a description of any other material functions or duties of
                  the  depositor,  trustee or custodian not stated in Item 10 or
                  Items 14 to 23 inclusive.

   
                  Participation Agreement.  The Company and the portfolios will 
                    enter into Participation Agreements
                   which define the terms under which the sub-accounts of 
                    Separate Account VUL-1 invest in the portfolios.
    

                  POLICY OWNER - The Policy owner is the Insured  unless another
                  Policy owner has been named in the application for the Policy.
                  The Policy owner is generally  entitled to exercise all rights
                  under a Policy  while the  Insured  is alive,  subject  to the
                  consent  of any  irrevocable  beneficiary  (the  consent  of a
                  revocable  beneficiary  is not  required).  The consent of the
                  Insured is required  whenever  the face amount of insurance is
                  increased.

                  BENEFICIARY - The beneficiary is the person or persons to whom
                  the insurance  proceeds are payable upon the Insured's  death.
                  Unless otherwise stated in the Policy,  the beneficiary has no
                  rights in the Policy  before the death of the  Insured.  While
                  the Insured is alive,  you may change any  beneficiary  unless
                  you have  declared  a  beneficiary  to be  irrevocable.  If no
                  beneficiary  is alive when the Insured dies, the owner (or the
                  owner's  estate)  will be the  beneficiary.  If more  than one
                  beneficiary is alive when the Insured dies,  they will be paid
                  in equal shares, unless you have chosen otherwise. Where there
                  is more than one  beneficiary,  the interest of a  beneficiary
                  who dies before  Insured will pass to surviving  beneficiaries
                  proportionally.

                  INCONTESTABILITY  - The Company  will not contest the validity
                  of a Policy  after it has been in force  during the  Insured's
                  lifetime  for two years  from the date of issue.  The  Company
                  will not  contest  the  validity  of any  increase in the face
                  amount  after such  increase or rider has been in force during
                  the Insured's lifetime for two years from its effective date.

   
                  SUICIDE - The Death  Benefits  will not be paid if the Insured
                  commits  suicide,  while sane or insane,  generally within two
                  years from the date of issue.  Instead,  the Company  will pay
                  the  beneficiary  an amount equal to all payments paid for the
                  Policy,  without interest,  less any outstanding loan and less
                  any partial withdrawals. If the Insured commits suicide, while
                  sane or insane,  generally within two years from the effective
                  date of any  increase  in the  death  benefit,  the  Company's
                  liability  with respect to such  increase will be limited to a
                  refund of the cost thereof.  The beneficiary  will receive the
                  administrative  charges and  insurance  charges  paid for such
                  increase.
    

                  AGE AND SEX - If the  Insured's  age or sex  as-stated  in the
                  application  for a Policy  is not  correct,  benefits  under a
                  Policy  will be  adjusted  to reflect the correct age and sex.
                  The  adjusted  benefit will be that which the most recent cost
                  of insurance  charge would have  purchased for the correct age
                  and sex. In no event will the death benefit be reduced to less
                  than the  Guideline  Minimum Death  Benefit.  In the case of a
                  Policy issued on a unisex basis,  this provision as it relates
                  to misstatement of sex does not apply.

                  ASSIGNMENT   -  The  Policy  owner  may  assign  a  Policy  as
                  collateral or make an absolute  assignment of the Policy.  All
                  rights under the Policy will be  transferred  to the extent of
                  the assignee's  interest.  When recorded,  the assignment will
                  take effect as of the date the written request was signed. The
                  Company  is not bound by an  assignment  or  release  thereof,
                  unless  it is in  writing  and is  recorded  at the  Company's
                  Principal Office. Any rights created by the assignment will be
                  subject to any payments  made or actions  taken by the Company
                  before  the  assignment  is  recorded.   The  Company  is  not
                  responsible for the validity of any assignment or release.

III.     ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

         Organization and Operations of Depositor

         25.      State the form of  organization of the depositor of the trust,
                  the name of the state or other  sovereign power under the laws
                  of  which  the   depositor  was  organized  and  the  date  of
                  organization.

   
                  The  Company is a stock life  insurance  company  incorporated
                  under the laws of the state of California in 1906.
    
         26.               (a) Furnish the following information with respect to
                           all fees  received by the  depositor  of the trust in
                           connection  with the  exercise  of any  functions  or
                           duties concerning securities. of the trust during the
                           period  covered  by the  financial  statements  filed
                           herewith:

                           Not Applicable.

                  (b)      Furnish the following information with respect to any
                           fee or any  participation  in  fees  received  by the
                           depositor from any underlying  investment  company or
                           any affiliated  person or investment  adviser of such
                           company:

                           The  Company  has  not   received  any  such  fee  or
participation.

                           (1)      The nature of such fee or participation.
                                    Not Applicable.
                           (2)      The name of the person making payments.
                                    Not Applicable.
                           (3)      The  nature  of  the  services  rendered  in
                                    consideration for such fee or participation.

                                    Not Applicable.

                           (4)      The  aggregate  amount  received  during the
                                    last  fiscal year  covered by the  financial
                                    statements filed herewith.

                                    Not Applicable.

         27.      Describe the general  character of the business  engaged in by
                  the depositor  including a statement as to any business  other
                  than that of depositor of the trust.  If the depositor acts or
                  has  acted in any  capacity  with  respect  to any  investment
                  company or companies  other than the trust,  state the name or
                  names of such company or  companies,  their  relationship,  if
                  any,  to  the  trust,   and  the  nature  of  the  depositor's
                  activities  therewith.  If the  depositor has ceased to act in
                  such  named  capacity,  state  the  date of and  circumstances
                  surrounding such cessation.

   
                  The Company is a California life insurance company licensed to
                  sell life insurance in the District of Columbia,  Puerto Rice,
                  Virgin Islands and Guam and all states except New York.

                  The  Company  offers  registered  variable  life  and  annuity
                  policies  through other separate  accounts  registered as unit
                  investment  trusts and,  one,  Separate  Account  Fund B, as a
                  management   investment   company.   The  Company   serves  as
                  investment adviser to Separate Account Fund B.
    

         Officials and Affiliated Persons of Depositor

         28.               (a)  Furnish  as  at  latest   practicable  date  the
                           following  information  with respect to the depositor
                           of the trust, with respect to each officer, director,
                           or partner of the depositor, and with respect to each
                           natural  person  directly  or  indirectly   owing  or
                           holding  with  power  to  vote  5%  or  more  of  the
                           outstanding voting securities of the depositor.

                           (i)         name and principal business address.
                           (ii)  nature  of  relationship  or  affiliation  with
                           depositor  of  the  trust;  (iii)  ownership  of  all
                           securities of the  depositor;  (iv)  ownership of all
                           securities of the trust; (v) other companies of which
                           each person named above is presently officer,
                                       director or partner.

                           See 28(b) and 29, below.

                           (b)         Furnish a brief statement of the business
                                       experience  during the last five years of
                                       each officer,  director or partner of the
                                       depositor.

                                       The  principal  occupations  and business
                                       experience  for the  last  five  years of
                                       Directors and  Executive  Officers of the
                                       Company are as follows:

   
                                         DIRECTORS AND PRINCIPAL OFFICERS OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY


Thomas J. Cusack*             Director, Chairman, President and Chief Executive
                                            Officer   of   TOLIC   since   1997.
                                            Director,    President   and   Chief
                                            Executive  Officer  of  TOLIC  since
                                            1995.   Senior  Vice   President  of
                                            Transamerica  Corporation  from 1993
                                            to 1995. Vice President of Corporate
                                            Development   of  General   Electric
                                            Company from 1989 to 1993.

Nooruddin                                   S. Veerjee, FSA* Director, President
                                            of Group  Pension  Division of TOLIC
                                            since 1993. Senior Vice President of
                                            TOLIC   from  1992  to  1993.   Vice
                                            President  of  TOLIC  from  1990  to
                                            1992.

James W. Dederer, CLU*                      Director, Executive Vice President,
                                              General Counsel and Corporate
                                            Secretary of TOLIC since 1988.

David E. Gooding*                   Director, Executive Vice President and Chief
                                       Information Officer of TOLIC since 1992.

T. Desmond Sugrue*       Director and Executive Vice President of TOLIC
                         since 1997.  Senior Vice President of TOLIC from
                         1996 to 1997.  Self-employed - Consulting from
                         1994 to 1996.  Employed at Bank of America
                         from 1988 to 1993.

Robert  Abeles*                              Director,   Executive  Vice
                                            President   and   Chief    Financial
                                            Officer   of   TOLIC   since   1996.
                                            Executive  Vice  President and Chief
                                            Financial     Officer    of    First
                                            Interstate  Bank of California  from
                                            1990 to 1996.

Nicki Bair*                               Senior Vice President of TOLIC
                                            since 1996.  Vice President of TOLIC
                                            from 1991 to 1996.

Roy Chong-Kit*                               Senior Vice President and
                                            Actuary of TOLIC  since  1997.  Vice
                                            President  and Actuary of TOLIC from
                                            1995 to 1997.  Actuary of TOLIC from
                                            1988 to 1995.

Bruce Clark*                                 Senior  Vice  President  and
                                            Chief  Actuary of TOLIC  since 1996.
                                            Vice  President and Actuary of TOLIC
                                            from  1994 to 1996.  Vice  President
                                            and Associate  Actuary of TOLIC from
                                            1988 to 1994.

Daniel E. Jund, FLMI*                 Senior Vice President of TOLIC since 1988.

Karen MacDonald*                  Director, Senior Vice President and Corporate
                                            Actuary of TOLIC since 1995.  Senior
                                            Vice President and Corporate Actuary
                                            from 1992 to 1995.

William  N. Scott,  CLU,  FLMI**               Senior Vice
                                            President of TOLIC since 1993.  Vice
                                            President  of  TOLIC  from  1988  to
                                            1993.

Claude W. Thau, FSA**                        Senior Vice President
                                            of TOLIC since 1996.  Vice President
                                            of TOLIC from 1985 to 1996.

Ron F. Wagley*                                Senior Vice President and
                                            Chief Agency  Officer of TOLIC since
                                            1993.  Vice  President of TOLIC from
                                            1989 to 1993.

William R.  Wellnitz,   FSA***                 Senior  Vice
                                            President and Actuary of TOLIC since
                                            1996. Vice President and Reinsurance
                                            Actuary of TOLIC from 1988 to 1996.

*The business address is 1150 South Olive Street, Los Angeles, California 90015.
**The business address is 1100 Walnut Street,  23rd Floor, Kansas City, Missouri
64106.  ***The  business  address is 401 North Tryon  Street,  Charlotte,  North
Carolina 28202.
    



<PAGE>




Companies Owning Securities of Depositor

                   29.  Furnish  as at  latest  practicable  date the  following
                   information  with respect to each company  which  directly or
                   indirectly  owns,  controls or holds with power to vote 5% or
                   more of the outstanding voting securities of depositor.

   
                   The  Company is a  wholly-owned  subsidiary  of  Transamerica
                   Insurance Corporation of California, 1150 South Olive Street,
                   Los  Angeles,  which  in  turn is a  wholly-owned  subsidiary
                   ofTransamerica   Corporation  600  Montgomery   Street,   San
                   Francisco, California.  Transamerica Corporation is organized
                   under the laws of the state of Delaware.
    

      Controlling Persons

         30.       Furnish  as  at  latest   practicable   date  the   following
                   information  with  respect  to any  person  other  than those
                   covered by Items 28, 29, and 42 who  directly  or  indirectly
                   controls the depositor.

                   None.

         Compensation of Officers and Directors

         Compensation of Officers of Depositor

         31.       Furnish  the  following   information  with  respect  to  the
                   remuneration  for services paid by the  depositor  during the
                   last fiscal year covered financial statements filed herewith;

                   (a)     directly to each of the
                           officers or partners or the
                           depositor directly receiving
                           the three highest amounts of
                           remuneration;

   
                           None.  No person received
                           compensation for services
                           rendered to the trust
                           (separate account).
    

                   (b)     directly to all officers or
                           ---------------------------
                           partners of the depositor as a
                           ------------------------------
                           group exclusive of persons
                           --------------------------
                           whose remuneration is included
                           ------------------------------
                           under Item 31(a), stating
                           -------------------------
                           separately the aggregate
                           ------------------------
                           amount paid by the depositor
                           ----------------------------
                           itself and the aggregate
                           ------------------------
                           amount paid by all the
                           ----------------------
                           subsidiaries;
                           -------------

   
                           None.  No person received
                           compensation for services
                           rendered to the trust
                           (separate account).
    

                   (c)     indirectly    or    through
                           subsidiaries  to  each  of the
                           officers  or  partners  of the
                           depositor;

   
                           None.  No person received
                           compensation for services
                           rendered to the trust
                           (separate account).
    
         Compensation of Directors

         32.       Furnish  the  following   information  with  respect  to  the
                   remuneration for services, exclusive of remuneration reported
                   under Item 31, paid by the  depositor  during the last fiscal
                   year covered by financial statements filed herewith:

                  (a)      the    aggregate     direct
                           remuneration to directors;
                           None.
                  (b)      indirectly    or    through
                           subsidiaries to directors.

                           Not Applicable.

         Compensation to Employees

         33.  (a)        Furnish     the     following
                         -----------------------------
                         information  with respect to the
                         --------------------------------
                         aggregate amount of remuneration
                         --------------------------------
                         for services of all employees of
                         --------------------------------
                         the  depositor   (exclusive  of
                         -------------------------------
                         persons  whose  remuneration  is
                         --------------------------------
                         reported in Items 31 and 32) who
                         --------------------------------
                         received  remuneration in excess
                         --------------------------------
                         of  $10,000   during  the  last
                         -------------------------------
                         fiscal year covered by financial
                         --------------------------------
                         statements  filed  herewith from
                         --------------------------------
                         the  depositor  and  any  of its
                         --------------------------------
                         subsidiaries.
                         ------------

   
                         Not applicable.
    
                (b)      Furnish the following services
                         ------------------------------
                         paid directly during the last
                         -----------------------------
                         fiscal year covered by financial
                         --------------------------------
                         statements filed herewith to the
                         --------------------------------
                         following classes of persons
                         ----------------------------
                         (exclusive of those persons
                         ---------------------------
                         covered by Item 33(a)): (1)
                         ---------------------------
                         Sales managers, branch managers,
                         --------------------------------
                         district managers and other
                         ---------------------------
                         persons supervising the sale of
                         -------------------------------
                         registrant's securities; (2)
                         ----------------------------
                         Salesmen, sales agents,
                         -----------------------
                         canvassers and other persons
                         ----------------------------
                         making solicitations but not in
                         -------------------------------
                         supervisory capacity; (3)
                         -------------------------
                         Administrative and clerical
                         ---------------------------
                         employees; and (4) others
                         -------------------------
                         (specify).  If a person is
                         --------------------------
                         employed in more than one
                         -------------------------
                         capacity, classify according to
                         -------------------------------
                         predominant type of work.
                         ------------------------

                         Not Applicable.

         Compensation to Other Persons

         34.    Furnish the following information with
                --------------------------------------
                respect to the aggregate amount of
                ----------------------------------
                compensation for services paid any person
                -----------------------------------------
                (exclusive of persons whose remuneration
                ----------------------------------------
                is reported in Items 31, 32 and 33),
                ------------------------------------
                whose aggregate compensation in
                -------------------------------
                connection with services rendered with
                --------------------------------------
                respect to the trust in all capacities
                --------------------------------------
                exceed $10,000 during the last fiscal
                -------------------------------------
                year covered by financial statements
                ------------------------------------
                filed herewith from the depositor and any
                -----------------------------------------
                of its subsidiaries.
                -------------------

                Not Applicable.

         IV.    DISTRIBUTION AND REDEMPTION OF SECURITIES

   
         Distribution of Securities
    

         35.    Furnish  the names of the states in which  sales of the  trust's
                securities  (a) are  currently  being  made,  (b) are  presently
                proposed to made, and (c) have been discontinued,  indicating by
                appropriate letter the status with respect to each state.

                (a)      Sale of the Policies has not
                         commenced in any state.

   
                (b)      Following the effectiveness of
                         the Separate Account VUL-1's
                         registration statement under the
                         Securities Act of 1933, and
                         obtaining required approvals
                         under state law, the Company
                         proposes issuing the Policies in
                         the District of Columbia, Virgin
                         Islands, and Puerto Rico and in
                         all states except New York and
                         Hawaii.
    

                (c)      Not Applicable.


         36.    If  sales  of the  trust's  securities  have at any  time  since
                January 1, 1936 been  suspended for more than a month,  describe
                briefly the reasons for such suspension.

                Not Applicable.

         37.    (a)      Furnish the following
                         ---------------------
                         information with respect to each
                         --------------------------------
                         instance where subsequent to
                         ----------------------------
                         January 1, 1937, any federal or
                         -------------------------------
                         state governmental officer,
                         ---------------------------
                         agency, or regulatory body
                         --------------------------
                         denied authority to distribute
                         ------------------------------
                         securities of the trust,
                         ------------------------
                         excluding a denial which was
                         ----------------------------
                         merely a procedural step prior
                         ------------------------------
                         to any determination by such
                         ----------------------------
                         officer, etc., and which denial
                         -------------------------------
                         was subsequently rescinded.
                         --------------------------

                         (1)    Name of officer, agency
                                or body

                                None.

                         (2)    Date of denial

                                Not Applicable.

                         (3)    Brief statement of
                                reasons given for denial

                                Not  Applicable.

                (b)      Furnish the following
                         ---------------------
                         information with regard to each
                         -------------------------------
                         instance where, subsequent to
                         -----------------------------
                         January 1, 1937, the authority
                         ------------------------------
                         to distribute securities of the
                         -------------------------------
                         trust has been revoked by any
                         -----------------------------
                         federal or state governmental
                         -----------------------------
                         officer, agency or regulatory
                         -----------------------------
                         body.
                         ----

                         (1)    Name of officer, agency
                                or body

                                None.

                         (2)    Date of revocation

                                Not Applicable.

                         (3)    Brief statement of
                                reasons given for
                                revocation

                                Not Applicable.

         38.             (a)  Furnish a  general  description  of the  method of
                         distribution of securities of the trust.

   
                         Transamerica Securities Sales Corporation, an affiliate
                         of Company,  will act as principal  underwriter  of the
                         Policies pursuant to a Distribution  Agreement with the
                         Company and the Separate  Account  VUL-1.  Transamerica
                         Securities Sales  Corporation is a broker-dealer  and a
                         member  of  the  National   Association  of  Securities
                         Dealers,  Inc. The  policies  will be sold by agents of
                         the  Company  who  are  registered  representatives  of
                         independent broker-dealers.
    

                (b)      State the substance of any
                         --------------------------
                         current selling agreement
                         -------------------------
                         between each principal
                         ----------------------
                         underwriter and the trust or the
                         --------------------------------
                         depositor, including a statement
                         --------------------------------
                         as to the inception and
                         -----------------------
                         termination dates of the
                         ------------------------
                         agreement, any renewal and
                         --------------------------
                         termination provisions, and my
                         ------------------------------
                         assignment provisions.
                         ---------------------

   
                         The Company and Separate  Account  VUL-1 will execute a
                         Distribution    Services    Agreement     ("Agreement")
                         withTransamerica  Securities  Sales  Corporation,   its
                         principal underwriter. Unless otherwise terminated, the
                         Agreement  shall  continue in effect from year to year.
                         The Agreement maybe terminated by any party at any time
                         upon  giving  60  days'  written  notice  to the  other
                         parties,  and terminates  automatically in the event of
                         its assignment.
    

                (c)      State the substance of any
                         --------------------------
                         current agreements or
                         ---------------------
                         arrangements of each principal
                         ------------------------------
                         underwriter with dealers,
                         -------------------------
                         agents, salesmen, etc., with
                         ----------------------------
                         respect to commissions and
                         --------------------------
                         overriding commissions,
                         -----------------------
                         territories, franchises,
                         ------------------------
                         qualifications, and
                         -------------------
                         revocations.  If the trust is
                         -----------------------------
                         the issuer of periodic payment
                         ------------------------------
                         plan certificates, furnish
                         --------------------------
                         schedules of commissions and the
                         --------------------------------
                         bases thereof.  In lieu of a
                         ----------------------------
                         statement concerning schedules
                         ------------------------------
                         of commissions, such schedules
                         ------------------------------
                         of commissions may be filed as
                         ------------------------------
                         Exhibit A(3)(c).
                         ----------------


         Information Concerning Principal Underwriter

         39.    (a)      State the form of organization
                         ------------------------------
                         of each principal underwriter of
                         --------------------------------
                         securities of the trust, the
                         ----------------------------
                         name of the state or other
                         --------------------------
                         sovereign power under the laws
                         ------------------------------
                         of which each underwriter was
                         -----------------------------
                         organized and the date of
                         -------------------------
                         organization.
                         ------------

   
                         The principal underwriter of the policies, Transamerica
                         Securities Sales Corporation was incorporated under the
                         laws of Maryland, February 26, 1986.
    

                (b)      State whether any principal
                         underwriter currently
                         distributing securities of the
                         trust is a member of the
                         National Association of
                         Securities Dealers, Inc. (NASD).

                         The Policies will be distributed only by broker-dealers
                         which are members of the NASD.

         40.    (a)      Furnish the following
                         ---------------------
                         information with respect to all
                         -------------------------------
                         fees received by each principal
                         -------------------------------
                         underwriter of the trust from
                         -----------------------------
                         the sale of securities of the
                         -----------------------------
                         trust and any other functions in
                         --------------------------------
                         connection therewith exercised
                         ------------------------------
                         by such underwriter in such
                         ---------------------------
                         capacity or otherwise during the
                         --------------------------------
                         period covered by the financial
                         -------------------------------
                         statement filed herewith.
                         ------------------------

                         None.

                (b)      Furnish the following
                         ---------------------
                         information with respect to any
                         -------------------------------
                         fee or any participation in fees
                         --------------------------------
                         received by each principal
                         --------------------------
                         underwriter from any underlying
                         -------------------------------
                         investment company or any
                         -------------------------
                         affiliated person or investment
                         -------------------------------
                         adviser of such company:
                         -----------------------

                         None.

                         (1)    The nature of such fee or
                                participation.

                                None.

                         (2)    The name of the person making payment.

                                None.

                         (3)    The   nature  of  the   services   rendered   in
                                consideration for such fee or participation.

                                None.

                         (4)    The aggregate  amount  received  during the last
                                fiscal year covered by the financial  statements
                                filed herewith.

                                None.

         41.    (a)      Describe the general character
                         ------------------------------
                         of the business principal
                         -------------------------
                         underwriter, including a
                         ------------------------
                         statement as to any business
                         ----------------------------
                         other than the distribution of
                         ------------------------------
                         securities of the trust.  If a
                         ------------------------------
                         principal underwriter acts or
                         -----------------------------
                         has acted in any capacity with
                         ------------------------------
                         respect to any investment
                         -------------------------
                         company or companies other than
                         -------------------------------
                         the trust, state the name or
                         ----------------------------
                         names of such company or
                         ------------------------
                         companies, their relationship,
                         ------------------------------
                         if any, to the trust and the
                         ----------------------------
                         nature of such activities.  If a
                         --------------------------------
                         principal underwriter has ceased
                         --------------------------------
                         to act in such named capacity,
                         ------------------------------
                         state the date of and
                         ---------------------
                         circumstances surrounding such
                         ------------------------------
                         cessation.
                         ---------


   
                         Transamerica   Securities   Sales   Corporation   is  a
                         registered  broker-dealer  and a  member  of the  NASD.
                         Transamerica   Securities  Sales  Corporation  acts  as
                         principal  underwriter of variable annuity and variable
                         life  contracts  issued  by  separate  accounts  of the
                         Company   and   of   variable   annuities   issued   by
                         Transamerica  Life Insurance and Annuity Company and of
                         Premier Funds,  Inc. The variable  contracts  issued by
                         the Company are sold through registered representatives
                         of affiliated broker-dealers independent broker-dealers
                         who  are  also  licensed  as  insurance  agents  of the
                         Company.
    

                (b)      Furnish as at latest practicable
                         --------------------------------
                         date the address of each branch
                         -------------------------------
                         office of each principal
                         ------------------------
                         underwriter currently selling
                         -----------------------------
                         securities of the trust and
                         ---------------------------
                         furnish the name and residence
                         ------------------------------
                         address of the person in charge
                         -------------------------------
                         of such office.
                         --------------

   
                         Not Applicable.  The Separate
                         Account VUL-1 is not yet issuing
    
                         securities.

                (c)      Furnish the number of individual
                         --------------------------------
                         salesmen of each principal
                         --------------------------
                         underwriter through whom any of
                         -------------------------------
                         the securities of the trust were
                         --------------------------------
                         distributed for the last fiscal
                         -------------------------------
                         year of the trust covered by the
                         --------------------------------
                         financial statements filed
                         --------------------------
                         herewith and furnish the
                         ------------------------
                         aggregate amount of compensation
                         --------------------------------
                         received by such salesmen in
                         ----------------------------
                         such year.
                         ---------

                         Not Applicable.  The Policies
                         have not yet been issued.

         42.    Furnish as at latest practicable date the following  information
                with   respect   to   each   principal   underwriter   currently
                distributing securities of the trust and with respect to each of
                the  officers,   directors  or  partners  of  such   underwriter
                (ownership of securities of the Trust).

                Not Applicable.  The Policies have not
yet been issued.

         43.    Furnish, for the last fiscal year covered
                -----------------------------------------
                by the financial statements filed
                ---------------------------------
                herewith, the amount of brokerage
                ---------------------------------
                commissions received by any principal
                -------------------------------------
                underwriter who is a member of a national
                -----------------------------------------
                securities exchange and who is currently
                ----------------------------------------
                distributing the securities of the trust
                ----------------------------------------
                or effecting transactions for the trust
                ---------------------------------------
                in the portfolio securities of the trust.
                ----------------------------------------

                Not Applicable.

         Offering Price or Acquisition Valuation of
         Securities of the Trust

         44.    (a)      Furnish the following
                         ---------------------
                         information with respect to the
                         -------------------------------
                         method of valuation used by the
                         -------------------------------
                         trust for the purposes of
                         -------------------------
                         determining the offering price
                         ------------------------------
                         to the public of securities
                         ---------------------------
                         issued the trust or the
                         -----------------------
                         valuation of shares or interests
                         --------------------------------
                         in the underlying securities
                         ----------------------------
                         acquired by the holder of a
                         ---------------------------
                         periodic payment plan
                         ---------------------
                         certificate.

   
                         The net payment  equals the  payment  made less the 4.0
                         payment expense  charge.  Each net payment is allocated
                         to  the  Fixed   Account  of  the  Company  or  to  the
                         sub-account(s)    selected   by   the   Policy   owner.
                         Allocations  to the  sub-accounts  are  credited to the
                         Policy  in  the  form  of  Units.  Units  are  credited
                         separately for each sub-account. The number of Units of
                         each sub-account credited to the Policy is equal to the
                         portion   of  the   net   payment   allocated   to  the
                         sub-account,   divided  by  the  dollar  value  of  the
                         applicable Unit as of the valuation date the payment is
                         received at the Company'sVariable  Life Service Center.
                         The  number of Units  resulting  from each net  premium
                         will remain fixed unless changed by a subsequent  split
                         of  Unit  value,   transfer,   partial   withdrawal  or
                         surrender.  In  addition,  if the  Company  deducts the
                         monthly insurance  protection  charges or other charges
                         from  Policy  Value in a  sub-account  (as a result  of
                         Policy owner instructions or the pro rata allocation of
                         charges if the Policy owner has given no  instruction),
                         each such  deduction will result in  cancellation  of a
                         number of Units equal in value to the charge  allocated
                         to the sub-account. The dollar value of an Unit of each
                         sub-account  varies from  valuation  date to  valuation
                         date  based  on  the  investment   experience  of  that
                         sub-account. That experience, in turn, will reflect the
                         investment  performance,  expenses  and  charges of the
                         respective underlying portfolios. The value of aUnit is
                         set at  $1.00  on the  first  Valuation  Date  of  each
                         sub-account.

                         Net  Investment  Factor  - The  net  investment  factor
                         measures the investment performance of a sub-account of
                         the Separate  Account VUL-1 during the valuation period
                         just  ended.   The  net  investment   factor  for  each
                         sub-account  is equal to 1.0000 plus the number arrived
                         at by dividing (a) by (b) and  subtracting  (c) and (d)
                         from the result, where

                         (a)    is the investment income
                                of that sub-account for
                                the valuation period,
                                plus capital gains,
                                realized or unrealized,
                                credited during the
                                valuation period; minus
                                capital losses, realized
                                or unrealized, charged
                                during the valuation
                                period; adjusted for
                                provisions made for
                                taxes, if any;

                         (b)    is the value of that sub-account's assets at the
                                beginning of the valuation period;
    

                         (c)    is a charge for mortality
                                and expense risks for
                                each day in the valuation
                                period currently equal to
                                .65%, on an annualized
                                basis, of the
                                sub-account's assets
                                (which may be increased
                                or decreased by the
                                Company, but may not
                                exceed 0.90%); and

   
                         (d)    is the Separate Account
                                VUL-1 administration
                                charge for each day in
                                the valuation period
                                equal on an annual basis
                                to 0.15% of the daily net
                                asset value of that
                                sub-account (applicable
                                only during the first ten
                                Policy years).
    

                         The net  investment  factor may be greater or less than
                         one.  Therefore,  the value of a Unit may  increase  or
                         decrease. The Policy owner bears the investment risk.

                         Allocations to the Fixed Account are not converted into
                         Units, but are credited interest at a rate periodically
                         set by the Company.

                (b)      Furnish a specimen  schedule  showing the components of
                         the offering price of the trust's  securities as of the
                         latest practicable date.

                         No Policies have been issued or offered for sale to the
                         public.

                (c)      If there is any variation in
                         ----------------------------
                         offering  price of the trust's
                         ------------------------------
                         securities to any person or
                         ---------------------------
                         classes of persons other than
                         -----------------------------
                         underwriters, state the nature
                         ------------------------------
                         and amount of such variation and
                         --------------------------------
                         indicate the person or classes
                         ------------------------------
                         of persons to whom such offering
                         --------------------------------
                         is made.
                         -------

   
                         At any time,  the  "price"  of a Unit of a  sub-account
                         will be the same for all Policy  owners.  However,  the
                         cost of insurance  charges for the Policies will not be
                         the  same  for  all  Policy   owners.   The   insurance
                         principles  of pooling and  distribution  of  mortality
                         risks is based  upon the  assumption  that each  Policy
                         owner pays a cost of insurance charge commensurate with
                         the  Insured's  mortality  risk,  which is  actuarially
                         determined  based upon factors such as age, sex, health
                         and  occupation.  In the context of life  insurance,  a
                         uniform   mortality  charge  (the  "cost  of  insurance
                         charge") for all Insureds would  discriminate  unfairly
                         in  favor  of  those  Insureds   representing   greater
                         mortality   risks   to  the   disadvantage   of   those
                         representing lesser risks. Accordingly, there will be a
                         different "price" for each actuarial category of Policy
                         owners because  different cost of insurance  rates will
                         apply.  The "price"  will also vary based on net amount
                         at risk. The Policies will be offered and sold pursuant
                         to  this  cost of  insurance  schedule,  the  Company's
                         underwriting  standards,  and in accordance  with state
                         insurance    laws.    Such   laws    prohibit    unfair
                         discrimination  among  Insureds,   but  recognize  that
                         premiums must be based upon factors such as age, health
                         and  occupation.  Tables  showing the  maximum  cost of
                         insurance  charges  will  be  delivered  as part of the
                         Policy.
    

         45.    Furnish the following information with respect to any suspension
                of the redemption  rights of the securities  issued by the trust
                during  the  three  fiscal  years   covered  by  the   financial
                statements filed herewith:

                Not Applicable.

                (a)      by whose action redemption
                         rights were suspended.

                         Not Applicable.
                (b)      the number of days'  written  notice  given to security
                         holders prior to suspension of redemption rights.

                         Not Applicable.

                (c)      reason for suspension.

                         Not Applicable.

                (d)      period during which suspension was in effect.

                         Not Applicable.

         46.  (a)        Furnish the following
                         information with respect to the
                         method of determining the
                         redemption or withdrawal
                         valuation of securities issued
                         by the trust:

                         (1)    The source of  quotations  used to determine the
                                value of portfolio securities.

   
                                The  sub-accounts  invest  only in shares of the
                                portfolios. Shares of each are sold and redeemed
                                at their net asset value as next computed  after
                                receipt of the  purchase  or  redemption  order.
                                Each  purchase or  redemption  is confirmed in a
                                written   statement  of  the  number  of  shares
                                purchased or redeemed and the  aggregate  number
                                of    shares     currently     held    by    the
                                respective-sub-accounts. See Item 44(a).
    

                         (2)    Whether  opening,  closing,  bid,  asked  or any
                                other price is used.

                                See 44(a) and 46(a)(1), above.

                         (3)    Whether  price is as of the day of sale or as of
                                any other time.

                                See 44(a) and 46(a)(1), above.

                         (4)    A brief description of
                                ----------------------
                                the methods used by
                                -------------------
                                registrant for
                                --------------
                                determining other assets
                                ------------------------
                                and liabilities including
                                -------------------------
                                accrual for expenses and
                                ------------------------
                                taxes (including taxes on
                                -------------------------
                                unrealized appreciation).
                                ------------------------


   
                                Policy  Value and  Surrender  Value - The Policy
                                value  is  the  total   amount   available   for
                                investment  and  is  equal  to  the  sum  of the
                                accumulation  in the Fixed Account and the value
                                of the  Units in the  sub-accounts.  The  Policy
                                value is used in determining the surrender value
                                (the Policy value less any outstanding  loan and
                                applicable  surrender  charges).   There  is  no
                                guaranteed minimum Policy value.  Because Policy
                                value  on any  date  depends  upon a  number  of
                                variables,  it cannot be  predetermined.  Policy
                                value and surrender value will reflect frequency
                                and  amount  of  net  premiums  paid,   interest
                                credited to  accumulations in the Fixed Account,
                                the   investment   performance   of  the  chosen
                                sub-accounts of the Separate  Account VUL-1, any
                                partial   withdrawals,   any  loans,   any  loan
                                repayments,  any loan interest paid or credited,
                                and any charges  assessed in connection with the
                                Policy.

                                Calculation  of Policy  Value - The Policy value
                                is  determined  first on the  date of issue  and
                                thereafter on each  valuation  date. On the date
                                of  issue,  the  Policy  value  will  be the net
                                payments  received,  plus  any  interest  earned
                                during the period when  payments are held in the
                                Fixed Account  (before being  transferred to the
                                Separate   Account   VUL-1)   less  any  monthly
                                insurance   protection   charges  due.  On  each
                                valuation  date  after  the  date of  issue  the
                                Policy value will be:

                                (a)   the aggregate of
                                      the values in each
                                      of the sub-accounts
                                      on the valuation
                                      date, determined
                                      for each
                                      sub-account by
                                      multiplying the
                                      value of a Unit in
                                      that sub-account on
                                      that date by the
                                      number of such
                                      Units allocated to
                                      the Policy; plus
                                                  ----
    

                                (b)   the value in the Fixed Account  (including
                                      any  amounts   transferred  to  the  Fixed
                                      Account with respect to a loan).

   
                                Thus,   the  Policy  value  is   determined   by
                                multiplying   the   number   of  Units  in  each
                                sub-account by the value of the applicable Units
                                on the  particular  valuation  date,  adding the
                                products,   and   adding   the   amount  of  the
                                accumulations in the Fixed Account, if any. Also
                                see Item 44(a), above.

                                Because of its current  tax status,  the Company
                                does not expect to incur any federal  income tax
                                liabilities   that   would  be  charged  to  the
                                Separate Account VUL-1, and the company does not
                                intend  to  make a  charge  for  federal  income
                                taxes. The Company may, however, incur state and
                                local taxes (in  addition  to premium  taxes) in
                                several states. At present,  these taxes are not
                                significant.  If there is a  material  change in
                                state or local tax laws, charges for such taxes,
                                if any,  attributable  to the  Separate  Account
                                VUL-1 may be made.
    

                         (5)    Other items which  registrant  deducts  from the
                                net asset value in computing redemption value of
                                its securities.

   
                                Units of the sub-accounts
                                will be redeemed at net
                                asset value.  However,
                                under the Policies, a
                                surrender or partial
                                redemption may be subject
                                to Surrender charges.
                                See 13(a), "SURRENDER
                                CHARGES" and "PARTIAL
                                WITHDRAWAL"
    

                         (6)    Whether adjustments are made for fractions.

                                No adjustments are made for fractions.

                (b)      Furnish a specimen  schedule  showing the components of
                         the  redemption  price to the  holders  of the  trust's
                         securities as of the latest practicable date.

                         No policies have been issued or offered for sale to the
                         public.

         Purchase and sale of interests in underlying
         securities from and to  Security Holders

         47.    Furnish a statement as to the procedure
                ---------------------------------------
                with respect to the maintenance of a
                ------------------------------------
                position in the underlying securities or
                ----------------------------------------
                interests in the underlying securities,
                ---------------------------------------
                the extent and nature thereof and the
                -------------------------------------
                person who maintains such a position.
                -------------------------------------
                Include a description of the procedure
                --------------------------------------
                with respect to the purchase of
                -------------------------------
                underlying securities or interests in the
                -----------------------------------------
                underlying securities from security
                -----------------------------------
                holders who exercise redemption or
                ----------------------------------
                withdrawal rights and the sale of such
                --------------------------------------
                underlying securities and interests in
                --------------------------------------
                the underlying securities to other
                ----------------------------------
                security holders.  State whether the
                ------------------------------------
                method of valuation of such underlying
                --------------------------------------
                securities or interests in underlying
                -------------------------------------
                securities differs from that set forth in
                -----------------------------------------
                Items 44 and 46.  If any item of
                --------------------------------
                expenditure included in the determination
                -----------------------------------------
                of the valuation is not or may not
                ----------------------------------
                actually be incurred or expended, explain
                -----------------------------------------
                the nature of such item and who may
                -----------------------------------
                benefit from the transaction.
                ----------------------------

   
                All purchases and redemptions of shares of the portfolios are at
                net asset value.  The Company will redeem  sufficient  shares of
                the portfolios to pay certain life insurance proceeds,  benefits
                at  maturity,  or  surrender  proceeds,  or for  other  purposes
                contemplated by the Policy.
    

V.       INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

         48.    Furnish  the  following   information  as  to  each  trustee  or
                custodian of the trust.

   
                The Company maintains custody of all
securities of the Separate Account VUL-1.  The Separate
Account VUL-1 has no trustees.  See Item 3.
    

                (a)      Name and principal address:

   
                         Transamerica Occidental Life
Insurance Company
                         1150 South Olive Street
                         Los Angeles, CA  90015
    

                (b)      Form of organization:

                         Stock life insurance company.

                (c)      State or other sovereign power
                         under the laws of which the
                         trustee or custodian was
                         organized.

   
                         Incorporated under the laws ofCalifornia.
    

                (d)      Name   of   governmental   supervising   or   examining
                         authority.

   
                         California Department of
                         Insurance..  The Company is also
                         subject to examination by the
                         insurance departments of each
                         state in which it does business.
    

         49.    State the basis for payment of fees or
                --------------------------------------
                expenses of the trustee or custodian for
                ----------------------------------------
                services rendered with respect to the
                -------------------------------------
                trust and its securities, and the amount
                ----------------------------------------
                thereof for the last fiscal year.
                ---------------------------------
                Indicate the person paying such fees or
                ---------------------------------------
                expenses.  If any fees or expenses are
                --------------------------------------
                prepaid, state the unearned amounts.
                -----------------------------------

   
                The Company is not paid a separate  fee for expenses or services
                rendered as custodian of the Separate Account VUL-1.

                A daily charge currently  equivalent to an effective annual rate
                of 0.65% of the  daily net asset  value of each  sub-account  is
                imposed to compensate  the Company for its assumption of certain
                mortality  and expense  risks.  Such expense  risks  include the
                risks of increased costs associated with the custodian function.
                Additionally,  during the first twenty Policy years, we assess a
                charge on an annual  basis of 0.15% of the daily net asset value
                in each sub-account for administration costs associated with the
                Separate  Account VUL-1.  Currently,  we waive this charge after
                the tenth Policy year.
    

                The contingent surrender charge (See 13(a)) includes a component
                for  administrative  services,  which may be  deemed to  include
                custodial services.

   
                As the Separate Account VUL-1 has not begun business operations,
                no fees have been paid.
    

         50.    State  whether the trustee or  custodian or any other person has
                or may  create a lien on the assets of the  trust,  and,  if so,
                give full particulars, outlining the substance of the provisions
                of any indenture or agreement with respect thereto.

   
                None.  Under  California  law,  the  assets   supporting  Policy
                reserves in the Separate  Account  VUL-1 may not be charged with
                any  liabilities  arising  out  of  any  other  business  of the
                Company.
    

VI.      INFORMATION CONCERNING INSURANCE OF HOLDERS OF
         SECURITIES

         51.    Furnish the following  information  with respect to insurance of
                holders of securities:

   
                Interests  in the Separate  Account  VUL-1 are sold only to fund
                the Policies.  Other than the Policies themselves,  no insurance
                is sold to Policy owners with interests in the sub-accounts,  in
                connection with such interests.
    

                (a)      The name and address of the
                         insurance company.

   
                         Transamerica Occidental Life
Insurance Company
                         1150 South Olive Street
                         Los Angeles, CA  90015
    

                (b)      The types of policies and
                         whether individual or group
                         policies.

   
                         The Policies are individual  flexible  payment variable
                         life insurance policies.
    

                (c)      The types of risks Insured and excluded.

   
                         The  Policies  are  offered to  individuals  age 80 and
                         under, subject to our underwriting standards. We assume
                         the risk  that the  deduction  made for  mortality  and
                         expense  risks will prove  inadequate  to cover  actual
                         insurance costs and expenses.
    

                (d)      The coverage of the policies.

   
                         The Policies provide insurance  coverage on the life of
                         the  Insured.  The minimum  death  benefit is stated in
                         each  Policy.  Death  Benefits  will be  reduced by any
                         outstanding  loans  and  any  due  and  unpaid  monthly
                         insurance protection charges.
    

                (e)      The beneficiaries of such
                         policies and the uses to which
                         the proceeds of policies must be
                         put.

   
                         The beneficiary is named by the Policy owner to receive
                         the death  benefits.  The  interest of any  beneficiary
                         will be  subject to any  assignment  made by the Policy
                         owner. The Policy owner may declare a beneficiary to be
                         revocable  (changed  any time by  written  request)  or
                         irrevocable  (may be  changed  only  with  the  written
                         consent  of  the   beneficiary).   The  interest  of  a
                         beneficiary  who dies before the  Insured  will pass to
                         surviving  beneficiaries.   If  all  beneficiaries  die
                         before the Insured, the death benefits will pass to the
                         Policy owner.
    

                (f)      The  terms   and   manner   of   cancellation   and  of
                         reinstatement.   See  Item  17(a)  for  the  manner  of
                         cancellation and reinstatement.

                (g)      The method of determining  the amount of premiums to be
                         paid by holders of securities.

   
                         See answers to Item 13(a) for amount of charges imposed
                         and  44(a)  and  44(c)  for the  manner  in  which  the
                         payments are determined.
    

                (h)      The amount of aggregate  premiums paid to the insurance
                         company during the last fiscal year.

   
                         We have not yet begun issuing the Policies.
    

                (i)      Whether  any person  other than the  insurance  company
                         receives  any part of such  premiums,  the name of each
                         such person and the amounts involved, and the nature of
                         the services rendered therefor.

                         No person  other than the Company  receives any part of
                         the amounts  deducted for  assumption  of mortality and
                         expense  risks.  However,  the Company may from time to
                         time  enter  into  reinsurance  agreements  with  State
                         Mutual or other insurance companies under which certain
                         insurance  risks,  premium income and related  expenses
                         are  assumed by State  Mutual or such  other  insurance
                         companies.


                (j)      The substance of any other  material  provisions of any
                         indenture  or  agreement  of  the  trust   relating  to
                         insurance.

                         None.

VII.     POLICY OF REGISTRANT

         52.    (a)      Furnish the substance of the
                         ----------------------------
                         provisions of any indenture or
                         ------------------------------
                         agreement with respect to the
                         -----------------------------
                         conditions upon which and the
                         -----------------------------
                         method of selection by which
                         ----------------------------
                         particular portfolio securities
                         -------------------------------
                         must or may be eliminated from
                         ------------------------------
                         the assets of the trust or must
                         -------------------------------
                         or may be replaced by other
                         ---------------------------
                         portfolio securities.  If an
                         ----------------------------
                         investment adviser or other
                         ---------------------------
                         person is to be employed in
                         ---------------------------
                         connection with such selection,
                         -------------------------------
                         elimination or substitution,
                         ----------------------------
                         state the name of such person,
                         ------------------------------
                         the nature of any affiliation to
                         --------------------------------
                         the depositor, trustee or
                         -------------------------
                         custodian, and any principal
                         ----------------------------
                         underwriter, and the amount of
                         ------------------------------
                         remuneration to be received for
                         -------------------------------
                         such services.  If any
                         ----------------------
                         particular person is not
                         ------------------------
                         designated in the indenture or
                         ------------------------------
                         agreement, describe briefly the
                         -------------------------------
                         method of selection of such
                         ---------------------------
                         person.
                         ------

   
                         The  investment  Policy  of  each  sub-account  of  the
                         Separate  Account  VUL-1 is to invest  in a  particular
                         portfolio.

                         The Company  reserves the right,  subject to applicable
                         law,  to  make   additions  to,   deletions   from,  or
                         substitutions  for  the  shares  that  are  held in the
                         sub-accounts of the Separate  Account VUL-1 or that the
                         sub-accounts   of  the  Separate   Account   VUL-1  may
                         purchase.  If the shares of an portfolio  are no longer
                         available  for   investment  or  if  in  the  Company's
                         judgment  further  investment in any  portfolio  should
                         become  inappropriate  in view of the  purposes  of the
                         Separate Account VUL-1 or the affected sub-account, the
                         Company  may redeem the  shares of that  portfolio  and
                         substitute  shares  of  another   registered   open-end
                         management company. The Company will not substitute any
                         shares   attributable   to  a  Policy   interest  in  a
                         sub-account  without  notice and prior  approval of the
                         SEC and  state  insurance  authorities,  to the  extent
                         required by the 1940 Act or other applicable law.

                         The  Company  also  reserves  the  right  to  establish
                         additional  sub-accounts of the Separate Account VUL-1,
                         each of which would invest in shares corresponding to a
                         new  portfolio  or  in  shares  of  another  investment
                         company  having  a  specified   investment   objective.
                         Subject  to   applicable   law  and  any  required  SEC
                         approval,  the  Company  may,  in its sole  discretion,
                         establish  new  sub-accounts  or eliminate  one or more
                         sub-accounts if marketing needs, tax  considerations or
                         investment conditions warrant. Any new sub-accounts may
                         be deemed  available  to  existing  Policy  owners on a
                         basis to be determined  by the Company.  If the Company
                         deems it to be in the best  interest of Policy  owners,
                         and subject to any approvals that may be required under
                         applicable law, the Variable Account or sub-account may
                         be operated as a management company under the 1940 Act,
                         may  be  deregistered  if  registration  is  no  longer
                         required,  or  may  be  combined  with  other  separate
                         accounts of the company.
    

                         If any of these  substitutions or changes are made, the
                         Company  way  by  appropriate  endorsement  change  the
                         Policy to reflect the substitution or change.

                (b)      Furnish the following  information with respect to each
                         transaction involving the elimination of any underlying
                         security  during  the period  covered by the  financial
                         statements filed herewith.

                         Not Applicable.

                (c)      Describe  the policy of the trust  with  respect to the
                         substitution   and   elimination   of  the   underlying
                         securities of the trust with respect to:

                         (1)    the grounds for
                                elimination and
                                substitution;

                                See 52(a), above.

                         (2)    the type of securities
                                which may be substituted
                                for any underlying
                                security;

                                See 52(a), above.

                         (3)    whether the acquisition
                                -----------------------
                                of such substituted
                                -------------------
                                security or securities
                                ----------------------
                                would constitute the
                                --------------------
                                concentration of
                                ----------------
                                investment in a
                                ---------------
                                particular industry or
                                ----------------------
                                group of industries or
                                ----------------------
                                would conform to a policy
                                -------------------------
                                of concentration of
                                -------------------
                                investment in a
                                ---------------
                                particular; industry or
                                -----------------------
                                group of industries;
                                -------------------

                                Not Applicable.

                         (4)    whether such substituted
                                securities may be the
                                securities of any other
                                investment company; and

                                See 52(a), above.

                         (5)    the substance of the
                                --------------------
                                provisions of any
                                -----------------
                                indenture or agreement
                                ----------------------
                                which authorize or
                                ------------------
                                restrict the policy of
                                ----------------------
                                the registrant in this
                                ----------------------
                                regard.
                                ------
                                See 52(a) above.

                (d)      Furnish a  description  of any  (exclusive  of policies
                         covered by  paragraph  (a) and (b) herein) of the trust
                         which is  deemed a matter  of  fundamental  policy  and
                         which is elected to be treated as such.

                         None.

Regulated Investment Company

         53.    (a)      State the taxable status of the
                         trust.

   
                         Because of its current tax status, the Company does not
                         expect to incur any federal income tax liabilities that
                         would be charged to the Separate Account VUL-1, and the
                         Company  does not intend to make a charge  for  federal
                         income taxes. The Company may, however, incur state and
                         local taxes (in  addition to premium  taxes) in several
                         states. At present, these taxes are not significant. If
                         there is a material  change in state or local tax laws,
                         charges for such  taxes,  if any,  attributable  to the
                         Separate Account VUL-1 may be made.
    

                         See also 46(a), above.

                (b)      State whether the trust
                         -----------------------
                         qualified for the last taxable
                         ------------------------------
                         as a regulated investment
                         -------------------------
                         company as defined in Section
                         -----------------------------
                         851 of the Internal Revenue Code
                         --------------------------------
                         of 1954, and state its present
                         ------------------------------
                         intention with respect to such
                         ------------------------------
                         qualification during the current
                         --------------------------------
                         taxable year.
                         ------------

                         Not Applicable.

VIII.    FINANCIAL AND STATISTICAL INFORMATION

         54.    If  the  trust  is not  the  issuer  of  periodic  payment  plan
                certificates,  furnish the following information with respect to
                each class or series of its securities.

                Not Applicable.

         55.    If the trust is the issuer of periodic
                --------------------------------------
                payment plan certificates, a transcript
                ---------------------------------------
                of a hypothetical account shall be filed
                ----------------------------------------
                in approximately the following form on
                --------------------------------------
                the basis of the certificate calling for
                ----------------------------------------
                the smallest amount of payments.  The
                -------------------------------------
                schedule shall cover a certificate of the
                -----------------------------------------
                type currently being sold assuming that
                ---------------------------------------
                such certificate had been sold at a date
                ----------------------------------------
                approximately ten years prior to the date
                -----------------------------------------
                of registration or to the approximate
                -------------------------------------
                date of organization of the trust.
                ---------------------------------

                Not Applicable.

         56.    If the trust is the issuer of periodic
                --------------------------------------
                payment plan certificates, furnish by
                -------------------------------------
                years for the period covered by the
                -----------------------------------
                financial statements filed herewith in
                --------------------------------------
                respect of certificates sold during such
                ----------------------------------------
                period, the following information for
                -------------------------------------
                each fully paid type and each installment
                -----------------------------------------
                payment type of periodic payment plan
                -------------------------------------
                certificate currently being issued by the
                -----------------------------------------
                trust.
                -----

                Not Applicable.

         57.    If  the  trust  is  the   issuer  of   periodic   payment   plan
                certificates,  furnish  by  years  for  the  period  covered  by
                financial  statements  filed herewith the following  information
                for each  installment  payment  type of  periodic  payment  plan
                certificate currently being issued by the trust.
                Not Applicable.

         58.    If the trust is the issuer of periodic plan certificates furnish
                the following  information for each installment periodic payment
                plan certificate outstanding as at the latest practicable date.

                Not Applicable.

         59.    Financial Statements:

   
                Financial Statements of the Separate
                Account VUL-1
    

                Financial   statements,   if  any,   will  be   contained  in  a
                pre-effective  amendment to the  registration  statement for the
                Policy on Form S-6 filed under the Securities Act of 1933.  They
                are incorporated
                herein by reference.

                Financial Statements of the Depositor

                The  Financial  Statements of the Company will be contained in a
                pre-effective  amendment to the  registration  statement on Form
                S-6 filed by the Registrant pursuant the Securities Act of 1933.
                They are incorporated herein by reference.

IX.      EXHIBITS

         A.     Furnish the most recent form of the
                following:

                (1)      Indenture

   
                         Certified  Copy  of  vote  of  Board  of  Directors  of
                         Transamerica    Occidental   Life   Insurance   Company
                         datedDecember  6, 1997,  establishing  the Transamerica
                         Occidental Life Separate Account VUL-1.
    

                (2)      Not Applicable.

   
                (3)      (a)    Form of Sales and
                                Administrative Services
                                Agreement.*

                         (b)    Registered Representative
                                Agreement.*
    

                (4)      Not Applicable.

                (5)      Form of Policy and Policy riders.

   
                (6)      Organizational documents of the
                         Company.
    

                (7)      Not applicable.

   
                (8)      (a)    Forms of Participation
                                Agreements
    


                (9)      Not applicable.

                (10)     Form of Application for Policy.


         B.     (1)      None.

                (2)      None.

         C.   None.

   
         *To be added by  pre-effective  amendment to the Form S-6  registration
         statement filed by the Separate Account VUL-1 and incorporated.
    


<PAGE>


                                                      SIGNATURE


   
Pursuant to the  requirements  of the Securities  Act of 1933,  the  registrant,
Transamerica  Occidental  Life  Separate  Account  VUL-1,  has duly  caused this
registration  statement to be signed on its behalf by the undersigned  thereunto
duly authorized,  and its seal to be hereunto  affixed and attested,  all in the
City of Los Angeles,  and the State of  California,  on this ___ day of October,
1997.

                                            Transamerica
Occidental Life Separate Account VUL-1

(Registrant)

(SEAL)






Attest:___________________________
By:__________________________________________
         (Title)
(Name) Aldo Davanzo

(Title)  Vice President and Assistant Secretary

Transamerica Occidental Life Insurance Company


Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Transamerica
Occidental Life Insurance Company has duly caused this registration statement to
be signed on its behalf by the undersigned  thereunto duly  authorized,  and its
seal to be hereunto affixed and attested, all in the City of Los Angeles and the
State of California, on the ____ day of October, 1997.


                                            Transamerica
Occidental Life Insurance Company

(SEAL)



Attest:___________________________
By:__________________________________________
         (Title)
(Name)   Aldo Davanzo

(Title)  Vice President and Assistant Secretary
    



<PAGE>



   
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed  below by the  following  persons in the  capacities
indicated on the date(s) set forth below.


Signatures                                  Titles
Date


______________________*             Director,
Executive Vice President            October 8, 1997
Robert Abeles                               and
Chief Financial Officer

______________________*             President,
Chief Executive Officer             October 8, 1997
Thomas J. Cusack                    and Director

______________________*             Director
October 8, 1997
Richard I. Finn

______________________*             Director
October 8, 1997
David E. Gooding

______________________*             Director
October 8, 1997
Edgar H. Grubb

______________________*             Director
October 8, 1997
Frank C. Herringer

______________________*             Director
October 8, 1997
Richard N. Latzer

______________________*             Director
October 8, 1997
Karen MacDonald

______________________*             Director
October 8, 1997
Gary U. Rolle'

______________________*             Director
October 8, 1997
T. Desmond Sugrue

______________________*             Director
October 8, 1997
Nooruddin S. Veerjee

______________________*             Director
October 8, 1997
Robert A. Watson

/s/Aldo Davanzo                             On
October 9, 1997 as Attorney-in-Fact pursuant to
*By:  Aldo Davanzo                          powers
                                            of  attorney  previously  filed  and
                                            filed  herewith,   and  in  his  own
                                            capacity  as  Vice   President   and
                                            Assistant Secretary.
    











<PAGE>


                                  Exhibit Table




Exhibit 1(1)                    Resolution of the Board
                                   of Directors of the Company
                                establishing the Separate Account


Exhibit 1(5)                    Proposed Form of Policy
and Policy Riders

Exhibit 1(10)                   Form of Application



Exhibit 1(1)        Resolution of the Board of Directors of the Company
                    Establishing the Separate Account

                                       
<PAGE>
                                                        CERTIFICATE



         I, Aldo Davanzo,  Assistant  Secretary of Transamerica  Occidental Life
Insurance  Company,  do hereby  certify  that the  attached is a full,  true and
correct copy of a resolution - SEPARATE  ACCOUNTS - duly passed and adopted at a
regular  meeting  of the Board of  Directors  of  Transamerica  Occidental  Life
Insurance Company on the 6th day of December,  1996 at which meeting a quorum of
directors  was present.  I further  certify that said  resolution is now in full
force and effect.

         WITNESS  my hand and seal of  Transamerica  Occidental  Life  Insurance
Company this 18th day of September, 1997.

<PAGE>


         EXCERPTS  FROM THE  MINUTES OF A MEETING OF THE BOARD OF  DIRECTORS  OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY HELD DECEMBER 6, 1996.

                                SEPARATE ACCOUNTS
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

WHEREAS,  this Corporation adopted a resolution  authorizing its proper officers
to enter into, make,  perform and carry out contracts  pursuant to Section 10506
of the California Insurance Code; and

WHEREAS, this Corporation desires to continue entering into, making,  performing
and carrying out contracts  pursuant to Section 10506 et seq. of the  California
Insurance  Code, and  specifically at this time to authorize its proper officers
to establish  additional  separate  accounts  under Section 10506 et seq. of the
California  Insurance  Code without  further action of approval of this Board of
Directors;

THEREFORE  IT IS  RESOLVED,  that this  Corporation  reaffirms  that through its
proper officers,  be and hereby is authorized (1) to enter into,  make,  perform
and carry out contracts of every sort and kind which may be necessary,  suitable
or  convenient  to the conduct of business  pursuant to Section 10506 et seq. of
the  California  Insurance  Code,  which  permits a life  insurance  company  to
allocate  to one more  separate  accounts,  in  accordance  with the  terms of a
written  agreement  approved by the Insurance  Commissioner  of California,  any
amounts  that  are  paid  to  the  Company   under  a  pension,   retirement  or
profit-sharing  plan,  or  program  for one or more  persons  and that are to be
applied  in  payment of  proceeds  or  benefits  under the  Company's  policies,
contracts,  or agreements in fixed or variable dollar amounts,  or both, and (2)
to do all and  everything  necessary,  suitable or  convenient to the conduct of
such business,  including any act or thing  incidental to, or growing out of, or
connected  with the  conduct of such  business  and further  including,  but not
limited  to, the power to  establish  new  separate  accounts,  both  pooled and
non-pooled, without further action or approval by this Board of Directors; and

FURTHER RESOLVED, that 1) the income, if any, and gains and losses, realized and
unrealized,  in each separate  account  shall be credited to or charged  against
such separate  account  without regard to other gains or losses of the Company's
general account or other separate accounts;  and 2) no separate account shall be
chargeable with liabilities arising out of any other business of the Company.


                                       2
<PAGE>


Exhibit 1(5)                    Proposed Form of Policy and Policy Riders

 
                                                                 1
         Form TA1031-97
- -------------------------------------------------------------------
[GRAPHIC OMITTED]
- -------------------------------------------------------------------
Here Is Your
Transamerica Occidental Life Insurance Policy

From Transamerica Occidental Life Insurance Company

Please Read it Carefully


This flexible premium variable life insurance policy is a legal contract between
you ("the owner") and Transamerica  Occidental Life Insurance  Company ("we" and
"the Company").  If you pay the required premiums,  we will pay your beneficiary
the net death  benefit when the person you are  insuring  ("the  insured")  dies
prior to the Maturity Date or, if the insured is alive on the Maturity  Date, we
will pay the surrender value to the owner on the Maturity Date.

You may change the amount of  insurance as well as the payments you make subject
to  provisions  of this  policy.  Except as  otherwise  provided  in the paid-up
insurance  option,  you may direct your net payments  into an account that has a
guaranteed  minimum interest rate, and into as many as [seven]  sub-accounts (if
available) of an account that has a rate of return that will vary.
These two accounts are called the Fixed and Variable Accounts.

The value of the  Variable  Account may  increase or decrease  according  to its
investment  results.  For more details,  please see the Variable  Account Policy
Value provision on page 13.

The value in the Fixed  Account  will  accumulate  interest  at a rate set by us
which will not be less than 4% a year.

The amount of the death  benefit may be  variable  or fixed.  The length of time
this  policy will remain in force will be  variable.  Please  refer to the Death
Benefit provisions and the Policy Value provisions in this policy for additional
information.

There may be little or no surrender value remaining on the final payment date.



Your Right to Examine
This Policy

You have the right to void this  policy by  returning  it to our  Variable  Life
Service Center at 440 Lincoln Street, P.O. Box 3800, Worcester,  MA 01653, or to
one of our authorized representatives by the later of:

         o ten days after receiving it, or

         o 45 days after you sign the application.

 If you return the policy,  it will be void from the date of its issue,  and you
will receive a refund equal to the total of:

o the difference between any payments made, including  fees or other charges,
and the amounts allocated to the Variable Account, and

o the value of the amounts in the Variable  Account on the date the returned  
policy is received at our Variable Life Service Center,
and

o any fees or other charges imposed on amounts in the Variable Account.

Signed for the Company at Los Angeles, California, on the date of issue.

- ----------------------------------------------------
[GRAPHIC OMITTED]
- ----------------------------------------------------





Executive Vice President, General Counsel and Corporate
Secretary

- ---------------------------------------------------
[GRAPHIC OMITTED]
- ---------------------------------------------------





President and CEO


Transamerica Occidental Life Insurance Company
Home Office:                        1150 South Olive Street
                                          Los Angeles, CA 90015
Variable Life Service Center:      440 Lincoln Street
                                     P.O. Box 3800
                                    Worcester, MA 01653



<PAGE>








 
     Table of Contents
     Cover Page..................................................1
     Specifications Page...................................3
     Riders/Endorsements...............................3
     Monthly Insurance Protection Charges....5
     Important Definitions...............................7
     General Provisions ....................................8
     Information About You and
     the Beneficiary.........................................9
     What You Should Know About
     the Premiums..........................................10
     Information About the Value
     of Your Policy........................................11
     What You Should Know About
     the Variable Account..............................13
     What You Should Know About
     the  Fixed Account..................................14
     What You Should Know About
     Transfers...................................................15
     If You Want to Borrow from Your
     Policy........................................................16
     Details on Surrender and
     Partial Withdrawals..................................16
     What You Should Know About
     the Death Benefit...................................18
     Paid-Up Insurance Option......................20
     Payment of Benefits...............................21



     Alphabetical Index
     Addition, Deletion or Substitution
     of Investments.........................................14
     Allocation of Payments..........................11
     Assignment..............................................9
     Basis of Value of Fixed Account...........15
     Beneficiary...............................................9
     Decrease in Face Amount......................20
     Entire Contract........................................8
     Fixed Account.......................................14
     Fixed Account Policy Value..................15
     Foreclosure............................................16
     Increase in Face Amount.......................19
     Lapse......................................................10
     Loans on Policy.....................................16
     Misstatement of Age or Sex.....................8
     Monthly Insurance Protection Charge.....5
     Net Death Benefit................................18
     Net Investment Factor............................13
     Owner......................................................9
     Paid-Up Insurance Option......................20
     Partial Withdrawals................................17
     Payment Options....................................21
     Policy Value...........................................11
     Postponement of Payment......................17
     Preferred Loan Option...........................16
     Premium Grace Period......................... 10
     Premiums................................................10
     Protection of Benefits...............................8
     Reinstatement.........................................11
     Right to Contest Policy...........................8
     Right to Examine....................................1
     Suicide Exclusion....................................8
     Surrender..............................................16
     Transfers...............................................15
     Valuation Dates and Periods.................14
     Variable Account.................................13
     Variable Account Policy Value............13








<PAGE>



Form 9031-97                                                             TA
                                                                4
         Form 9031-97                                                     TA



<PAGE>


Who is Insured and For How
 Much?
- ---------------------

                                 Owner's Name:  John Doe

                               Insured's Name:  John Doe

                       Insured's Age at Issue:  35

                           Underwriting Class:  Standard Male Non-Smoker

                                Policy Number:  12345

                          Initial Face Amount:  $100,000

                                Date of Issue:  June 1, 1997

                      Monthly Processing Date:  On the 1st day of each month

                      Your                      Final  Payment  Date:   June  1,
                                                2062. Coverage will expire prior
                                                to the final payment date if the
                                                surrender  value is insufficient
                                                to  continue  coverage  to  such
                                                date.   Please   refer   to  the
                                                Premium  Grace Period and Policy
                                                Lapse  provision  on page 10 for
                                                more information.
     The Death Benefit Option You Have Chosen:
                                                Level Death Benefit Option - The
                                                death  benefit  will be the face
                                                amount  of  your  policy  if the
                                                insured  dies on or  before  the
                                                Final   Payment   Date.  As  the
                                                policy  value   increases,   the
                                                insurance    protection   amount
                                                decreases,   keeping  the  death
                                                benefit   level.   (  But,   see
                                                Required Minimum Amount of Death
                                                Benefit provision on page 19.)
- -
           Additional Insurance Benefits

           Living Benefits Rider
           Waiver of Payment Rider
           Children's Insurance Rider
           Guaranteed Insurability Rider
           Guaranteed Death Benefit Rider

           Your Maximum Payment

           Federal tax laws limit the amount you may pay into
           your policy.  These limits are based upon the amount 
   Guideline Single Premium: $14,733.71
           of your insurance coverage and your age, sex, and
           underwriting class at the date the policy is issued.   
 Guideline Level Premium: $1,289.52
           They are called Guideline Premiums.  Your payments may not exceed the
           greater of the guideline single premium or the total of the guideline
           level premiums.
<PAGE>


The Charges You Will Pay


     Payment Expense Charge:  [ 4%] of each payment to cover federal,  state and
     local taxes,  and certain sales and  administrative  costs; see page 11. We
     reserve the right to increase or decrease this charge to reflect changes in
     federal, state and local taxes.


     Monthly Insurance Protection Charge:  See pages 5 and 12.


     Surrender  Charge for Initial Face  Amount:  If you  surrender  this policy
     during the first 10 policy years, you will be charged a surrender charge as
     shown below:

     Year                        Surrender Charge
       --------------------------- ----------------------------

       1                           $1,276
       2                           $1,148
       3                           $1,020
       4                           $893
       5                           $765
       6                           $638
       7                           $510
       8                           $382
       9                           $255
       --------------------------- ----------------------------
      10                           $127

     Partial Withdrawal Transaction Charges: If you withdraw part of your funds,
     you will pay a  transaction  charge of $25 or 2% of the  amount  withdrawn,
     whichever  is  less.  You  may  also  pay a  charge  of 5% on any  "excess"
     withdrawal;  this charge will not be higher than the surrender charge;  see
     page 16.

     Change in Face Amount: If you increase the face amount of this policy,  you
     will pay a $40 transaction  charge. If you decrease the face amount of this
     policy, you will pay $40 plus part of the surrender charge; see page 19.


     Statement  of  Projected  Values  Charge:  You may be  charged a fee of u
 to $25 if you  request a  statement  of
     projected values.

     Allocation  Change  Charges:  You may be  charged a fee of up to $25 if you
     change the sub-accounts from which monthly insurance protection charges are
     deducted.  You may also be  charged a fee of up to $25 if you  change  your
     allocations for net payments.

     Transfer  Charge:  You may make 12  transfers  in any  policy  year free of
     charge. After 12 transfers,  you may be charged up to $25 to transfer funds
     from one account to another; see page 15.

     Variable Account Mortality and Expense Risk Charge:  You will be assessed a
     daily charge on the daily net asset value of the  Variable  Account for the
     mortality  and expense  risks assumed by us. This daily charge is currently
     at a rate equivalent to [.65%] on an annual basis and may not exceed a rate
     equivalent to .80% on an annual basis.

     Variable Account  Administration Charge: You will be charged a daily charge
     at a rate  equivalent  to .15% on an  annual  basis on the  daily net asset
     value of the Variable Account for a period not to exceed 20 policy years.

     Minimum Monthly Payment: A monthly amount of $43.40 is used to determine if
     your  policy  will  lapse  within  48  months  of the date of issue of your
     policy. If you increase or decrease the face amount, add or delete a rider,
     or change the smoking class of the policy this monthly  amount will change.
     The new amount will be used to  determine  if your policy will lapse within
     48 months of the date of issue, except that if you increase the face amount
     of the policy, the new amount will be used to determine if your policy will
     lapse within 48 months of the date of the face amount increase.



<PAGE>





            Your Monthly Insurance Protection Charges are Guaranteed
                     Never to Go Higher Than the Following:

<TABLE>
<CAPTION>

                    Insurance                 Waiver of                              Insurance                    Waiver of
             Protection Rate ($) Per           Payment                        Protection Rate ($) Per              Payment
   Age               $1,000              Rate ($) Per $1,000        Age               $1,000                 Rate ($) Per $1,000
- ----------- -------------------------- ------------------------- ----------- -------------------------- -------------------------
- ----------- -------------------------- ------------------------- ----------- -------------------------- -------------------------

<S> <C>               <C>                        <C>                 <C>                <C> 
   [35                0.14                       0.05                70                 2.94
    36                0.14                       0.05                71                 3.26
    37                0.15                       0.05                72                 3.63
    38                 0.16                      0.05                73                 4.05
    39                0.17                       0.05                74                 4.54
    40                0.19                       0.05                75                 5.06
    41                0.20                       0.06                76                 5.62
    42                0.22                       0.06                77                 6.21
    43                0.23                       0.06                78                 6.83
    44                0.25                       0.06                79                 7.49
    45                0.27                       0.06                80                 8.22
    46                0.29                       0.07                81                 9.05
    47                0.32                       0.07                82                 9.99
    48                0.34                       0.08                83                11.07
    49                0.37                       0.08                84                12.26
    50                0.41                       0.09                85                13.55
    51                0.44                       0.10                86                14.91
    52                0.48                       0.11                87                16.34
    53                0.53                       0.12                88                17.80
    54                0.59                       0.13                89                19.33
    55                0.65                       0.15                90                20.94
    56                0.72                       0.17                91                22.66
    57                0.79                       0.18                92                24.57
    58                0.87                       0.20                93                26.76
    59                0.96                       0.22                94                29.63
    60                1.06                       0.14                95                33.93
    61                1.17                       0.14                96                41.27
    62                1.29                       0.14                97                56.03
    63                1.43                       0.14                98                83.33
    64                1.60                       0.14                99                83.33]
    65                1.78
    66                1.97
    67                2.18
    68                2.41
    69                2.66
- ----------- -------------------------- ------------------------- ----------- --------------------------
</TABLE>




<PAGE>
<TABLE>
<CAPTION>


                                                  Paid Up Insurance Table
                                          Table of Guaranteed Net Single Premiums
                                                  Per $1,000 of Insurance

       ----------------------------- ------------------------------ ------------------------------ ------------------------------

                   Age                  Net Single Premium ($)                   Age                  Net Single Premium ($)
       ----------------------------- ------------------------------ ------------------------------ ------------------------------
       ----------------------------- ------------------------------ ------------------------------ ------------------------------

<S>                 <C>                         <C>                              <C>                          <C>   
                   [35                          197.08                           70                           624.87
                    36                          204.57                           71                           639.93
                    37                          212.41                           72                           654.65
                    38                          220.53                           73                           669.34
                    39                          228.93                           74                           683.74
                    40                          237.63                           75                           697.71
                    41                          246.55                           76                           711.28
                    42                          255.81                           77                           724.44
                    43                          265.32                           78                           737.25
                    44                          275.20                           79                           749.77
                    45                          285.38                           80                           762.04
                    46                          295.87                           81                           774.03
                    47                          306.69                           82                           785.69
                    48                          317.79                           83                           796.94
                    49                          329.27                           84                           807.66
                    50                          341.07                           85                           817.83
                    51                          353.13                           86                           827.45
                    52                          366.57                           87                           836.59
                    53                          378.32                           88                           845.35
                    54                          391.35                           89                           853.90
                    55                          404.60                           90                           862.38
                    56                          418.12                           91                           870.99
                    57                          431.87                           92                           879.97
                    58                          445.87                           93                           889.58
                    59                          460.11                           94                           900.15
                    60                          474.57                           95                           911.96
                    61                          489.21                           96                           925.13
                    62                          504.03                           97                           939.68
                    63                          519.02                           98                            955.52
                    64                          534.12                           99                           973.33]
                    65                          549.22
                    66                          564.33
                    67                          579.47
                    68                          594.62
                    69                          609.75

       ----------------------------- ------------------------------ ------------------------------ ------------------------------

</TABLE>




<PAGE>



                                                            21
         Form TA1031-97
                                                   Important Definitions


<PAGE>



Age means how old the  insured is on the  birthday  closest to the date of issue
and, subsequently, to the policy anniversary.

Assignee  is the  person to whom you have  transferred  your  ownership  of this
policy.

Company means Transamerica  Occidental Life Insurance Company,  also referred to
as we, our, and us. Our telephone number is [1-800-782-8315].

Date of issue is stated on page 3. Policy months,  years and  anniversaries  are
measured from this date.

Evidence of insurability is the information, including medical information, that
we use to decide  whether to issue the  requested  coverage,  to  determine  the
underwriting  class for the person insured,  or to determine  whether the policy
may be reinstated.

Face amount is the amount of insurance  you elect to buy in the  application  or
enrollment form and which we agree to issue.  The face amount is shown on page 3
of the policy.  The death benefit is based on the face amount; see the Net Death
Benefit provisions beginning on page 18.

Final  payment  date is the  policy  anniversary  nearest  the  insured's  100th
birthday.  No payments may be made by you after this date. No monthly  insurance
protection  charges  will be  deducted  from the policy  value  after this date.
Generally,  the net death  benefit after this date will equal 101% of the policy
value minus any outstanding loan, except as otherwise provided in the Guaranteed
Death Benefit Rider.

Insurance protection amount is the death benefit minus the policy value.

Maturity Date is the policy anniversary nearest age 115.

Monthly  insurance  protection  charge is the amount of money we deduct from the
policy value each month to pay for the insurance and any riders; see page 12 for
more details.

Monthly processing date is the day of the month the monthly insurance protection
charge is deducted from the policy value. This date is shown on page 3.

Net payment is your payment to us less the payment  expense charge shown on page
4.

Outstanding  loan means all unpaid  policy loans plus interest due or accrued on
such loans.


Policy change means any change in the face amount,  the underwriting  class, the
addition or deletion of a rider, or a change in the death benefit option.

Policy  value is the sum of the  values in the  Variable  Account  and the Fixed
Account.

Premium means a payment you must make to keep the policy in force.

Variable Life Service  Center means our office  located at 440 Lincoln St., P.O.
Box 3800, Worcester, MA 01653.

Pro rata refers to an allocation  among the sub-accounts of the Variable Account
and the Fixed Account. A pro rata allocation will be in the same proportion that
the policy  value in each  sub-account  of the  Variable  Account and the policy
value in the Fixed Account have to the total policy value net of any outstanding
loans.

Rider is an  optional  benefit  which may be added to your  policy and which may
require an additional charge.

Specification pages contain information specific to your policy, and are located
after the Table of Contents in your policy.

Sub-accounts are subdivisions of the Variable Account  investing  exclusively in
the shares of one or more Funds.

Surrender  Value is the policy  value less any  surrender  charges  and less any
outstanding loans.

Underwriting class means the insurance risk classification that we assign to the
insured based on the  information in the  application or enrollment form and any
other  evidence of  insurability  we obtain.  The insured's  underwriting  class
affects the monthly  insurance  protection charge and the amount of the payments
required to keep the policy in force.

Written request is a request you make in writing in a form which is satisfactory
to us and which is filed at our Variable Life Service Center.

You or your means the owner of this policy as shown in the application or in the
latest change filed with us.



<PAGE>



                               General Provisions


<PAGE>



Entire Contract:  We have issued this policy in consideration of the application
and your initial premium payment. A copy of the application is attached and is a
part  of  this  policy.  The  entire  contract  also  includes:  a  copy  of any
application to increase the face amount or to change to a different underwriting
class; any new  specification  pages;  and any  supplemental  pages. The policy,
including the application and any  endorsements  and riders,  forms our contract
with you.

All statements made by or for the insured will be considered representations and
not  warranties.  We will not use any  statements  made by or for the insured to
deny a claim unless the statement is in an  application  and an  application  is
attached to this policy when it is issued or delivered.  Our representatives are
not permitted to change this policy or extend the time for paying premiums. Only
our  President or a Vice  President  together  with our Secretary may change the
provisions of this policy, and then only in writing.

Our Right to Contest the Policy is Limited:  A contest is any action taken by us
to cancel your  insurance or deny a claim based on untrue or incomplete  answers
in your  application.  Except for fraud or nonpayment  of premiums,  this policy
will be  incontestable  after it has been in force  during the  lifetime  of the
insured for two years from the date of issue.  This  provision does not apply to
any riders providing benefits specifically for disability or death by accident.

If the policy's  total face amount is increased,  or the  underwriting  class is
changed at your request,  we cannot  contest the increase or change after it has
been in force for 2 years from the effective date and the insured is alive.

Nonparticipating:   No insurance dividends will be paid on this policy.

Adjustment of Cost Factors: We determine the monthly insurance protection charge
and Fixed Account  interest  rates which are used to calculate the policy value,
subject to the guarantees noted in this policy.

We will determine the rate for the monthly insurance  protection charge for each
policy month on the monthly  processing date for that policy month.  The monthly
insurance  protection rates will depend on: the insured's gender;  the insured's
smoking status; the insured's class of risk; the number of years that the policy
has been in force; and the insured's age.

A table of guaranteed maximum monthly insurance  protection charge rates for the
base  policy  is shown on page 5. We may use  rates  lower  than the  guaranteed
maximum monthly



insurance protection charge rates.  We will never use higher
rates.

Any change in the rates for monthly insurance  protection  charges will apply to
all policies in the same underwriting  class,  will be prospective,  and will be
based on our  expectations  as to future  cost  factors.  Such cost  factors may
include, but are not limited to: mortality expenses, interest,  persistency, and
any applicable federal, state and local taxes.

Suicide Exclusion:  If the insured dies by suicide, while sane or insane, within
two years  from the date of  issue,  we will be  liable  only for the  amount of
payments made to us less any  outstanding  loans and amounts  withdrawn.  If the
face amount is increased at your request,  and then the insured  commits suicide
within two years,  while sane or insane,  we will not pay the increased  amount.
Instead the beneficiary will receive the monthly  insurance  protection  charges
paid for this increase, plus any net death benefit otherwise payable.

Misstatement  of Age or Sex:  If the  insured's  age or sex is not  correctly 
 stated,  we will  adjust the death  benefit.
This amount will be:

o     the policy value, plus

o the  insurance  protection  amount that would have been  purchased by the last
monthly insurance protection charge using the correct age and sex.

No adjustment will be made if:

o     the insured dies after the final payment date; or

o     the underwriting class is unisex and there has been a misstatement only 
of  sex.

Protection of Benefits:  To the extent allowed by law, the benefits  provided by
this policy cannot be reached by the beneficiary's creditors. No beneficiary may
assign, transfer,  anticipate or encumber the policy value or benefit unless you
give them this right.

Periodic  Report:  We will  mail a report  to you at your  last  known  address
  at least  once a year.  This  report  will
provide the following information:

o     death benefit;

      policy values in each sub-account and in the Fixed Account;

      the value of the policy if it is surrendered;

      payments made by you and the monthly insurance protection charges 
deducted by us since the last report; and

o         outstanding loan and any other information required
         by law.

Termination of Policy -- This policy will terminate at the earliest of:

1.   The date we receive your written request to surrender or     
       terminate;

2.   The Maturity Date; or

3. The date of lapse or foreclosure.




<PAGE>


                    Information About You and the Beneficiary


<PAGE>




Owner:  The insured is the owner of this policy  unless  another  person  (which
could include a trust, corporation,  partnership, etc.) is named as owner in the
application.  The owner may change the  ownership  of this  policy  without  the
consent of any beneficiary.  Whenever the face amount of insurance is increased,
the insured must agree.

Assignment:  You may change the  ownership  of this policy by sending us a
written  request.  An absolute  assignment  will
transfer ownership of the policy from you to another person called the assignee.

You may also assign this policy as  collateral  to a  collateral  assignee.  The
limitations on your ownership rights while a collateral  assignment is in effect
are specified in the assignment.

We will  not be bound  by an  assignment  unless  it has  been  recorded  at our
Variable Life Service Center.  When recorded,  it will take place as of the date
it was signed by you. Any rights  created by the  assignment  will be subject to
any payments made or actions  taken by us before the change is recorded.  We are
not responsible  for assuring that any assignment or any assignee's  interest is
valid.

Beneficiary:  The  beneficiary  is the person you name to receive  the net death
benefit. The beneficiary's interest will be affected by any assignment you make.
If you  assign  this  policy as  collateral,  all or a portion  of the net death
benefit will first be paid to the collateral assignee;  any money left over from
the amount due the assignee will go to those otherwise entitled to it.





Your choice of  beneficiary  may be revocable or  irrevocable.  You may change a
revocable  beneficiary  at any  time  by  written  request;  but an  irrevocable
beneficiary  must  agree  to any  change  in  writing.  You  will  also  need an
irrevocable  beneficiary's  permission  to  exercise  other  rights and  options
granted  by  this  policy.  Unless  you  have  asked  otherwise,  this  policy's
beneficiary will be revocable.

Any change of the  beneficiary  must be made while the  insured is living.  This
change will take place on the date the request is signed, even if the insured is
not living on the day we receive  it. Any rights  created by the change  will be
subject to any payments  made, or actions  taken,  before we receive the written
request.

If a  beneficiary  dies before the  insured,  his or her interest in this policy
will pass to any surviving beneficiaries in proportion to their share in the net
death benefit,  unless you have requested  otherwise.  If all  beneficiaries die
before the insured, the net death benefit will pass to you or your estate.

Common  Disaster  Option:  The  common  disaster  option  may be  elected in the
application or later by written  request.  If the common  disaster  option is in
effect  on the date of the  insured's  death,  the  beneficiary  must be alive a
certain  number of days  following  the  insured's  date of death in order to be
entitled to receive a benefit;  otherwise  we will pay the net death  benefit as
though the  beneficiary  died before the  insured.  The number of days which the
beneficiary  must live after the  insured's  death is  selected  by you when you
elect the common disaster option.



<PAGE>






                     What You Should Know About the Premiums



<PAGE>


Premiums:  This policy will not be in force until the first full premium is paid
to us.  Additional  payments  may be made to us at any time  through  the  final
payment  date,  but  before  the date of death  of the  insured  or the date the
paid-up  insurance  option is  exercised.  Payments  must be sent  either to our
Variable Life Service Center or to our authorized representative.

If you request it in writing,  we will send you a signed  receipt after payment.
The payment  amount  which must be paid to keep the policy in force is described
in the Premium Grace Period and Policy Lapse provision.

Maximum  Payment  Limits:  We may limit the  amount  you pay to us in any policy
year. This limit will not be less than the guideline level premium; however, the
sum of all payments made from the issue date, minus any partial withdrawals, may
not be more than the greater of:

o         the guideline single premium, or

o         the sum of the guideline level premiums on the date of   payment.


The guideline premium limits are shown on page 3. These premium limitations will
not apply if they prevent you from paying us enough to keep the policy in force.

Guideline  premium limits are  determined  according to rules in the federal tax
law, and will be adjusted as that law changes.

If the payments made exceed the amount  allowable for this policy to continue to
qualify as a life insurance  contract under Section 7702 of the Internal Revenue
Code and the regulations  thereunder,  as applicable to this policy from time to
time, we will remove the excess  amount of payments  made from the policy,  with
interest.  Such an excess  amount  could occur,  for  example,  as a result of a
partial withdrawal or other change in the benefits or terms of the policy, since
the guideline premium limit allowable for the policy may be reduced. The portion
of the payment that cannot be accepted as premium will be applied  first against
any outstanding policy loans. We will refund to you any excess amount (including
interest) not later than 60 days after the end of that policy year.

The amount  refundable will not exceed the surrender value of the policy. If the
entire  surrender  value is refunded,  we will treat the  transaction  as a full
surrender of your policy.



Premium  Grace  Period  and  Policy  Lapse:  We will  send you a notice  if your
payments and  surrender  value are not enough to keep the policy in force.  Your
policy will continue for 62 days from the date contained in the notice, which is
the grace period.

The first day of the grace  period is called the date of  default.  We will send
the notice to your last known address, or to the person you name to receive this
notice,  showing the due date and the amount of premium you must pay to keep the
policy in force.

The date when the grace period begins and the amount you must pay depends on how
long the policy has been in force and whether  there have been any  increases in
the face amount.

Beginning  on the date  this  policy  is  issued  or the  effective  date of any
increase in the face amount,  whichever is later, and continuing for the next 47
monthly  processing  dates,  the grace period will begin when both the following
conditions occur:

(a)      the surrender value is less than the amount needed to    pay the next
monthly insurance protection charge; and

(b)  the  sum  of  the  payments  made  minus  any  outstanding  loans,  partial
withdrawals  and  withdrawal  charges  since the latest of the  following  three
dates:

         o     the date this policy is issued, or

         o     the effective date of any increase in the face      amount, or

         o      the date of any policy change which changes the        
minimum monthly payment;

         is less than the minimum  monthly  payment  multiplied by the number of
months which have elapsed since that date.

Thereafter,  the grace  period  will begin if the  surrender  value on a monthly
processing date is less than the amount needed to pay the next monthly insurance
protection charge plus any loan interest accrued.

The minimum monthly payment,  which is shown on page 4, may change if the policy
is changed; it will be listed in new specification pages provided to you.

The death  benefit  during  the grace  period  will be  reduced  by any  overdue
charges.  The policy will lapse if the amount shown in the notice remains unpaid
at the end of the grace period. The policy terminates on the date of lapse.

Reinstatement:  If this policy has lapsed or has been  foreclosed for failure to
pay loan  interest,  and has not been  surrendered,  it may be restored  (called
"reinstated"  in this  policy)  within  three years after the date of default or
foreclosure  and before the Maturity  Date. We will  reinstate the policy on the
monthly processing date following the day we receive all of the following items:

o         a written application for reinstatement,

o         evidence of insurability satisfactory to us, and

o         a payment large enough to keep the policy in force for   three months.

You may  repay or  reinstate  any  outstanding  loan on the date of  default  or
foreclosure.

Your  reinstatement  premium  will be allocated  to the Fixed  Account  until we
approve  your  application,  at which time we will  transfer  the  reinstatement
premium,  plus accrued interest, as you directed in your last payment allocation
request.

The date of reinstatement is the later of the date we approve the  reinstatement
application  or the date the  payment  required  to  reinstate  this  policy  is
received by us. The policy value on the reinstatement date is:

o         the net payment to reinstate the policy, including the   interest 
     earned from the date we received your
payment; plus


o an amount equal to the policy value less any  outstanding  loan on the default
date, to the extent that the outstanding  loan is less than the surrender charge
on the reinstatement date; less

o         the monthly insurance protection charge due on thereinstatement date.

The surrender  charge on the  reinstatement  date is the charge which would have
been in effect if the policy had remained in force from the date it was issued.

Reinstatement  of  Paid-Up  Insurance:  If this  policy  is in force as  paid-up
insurance  and later  terminates  for failure to pay policy loan  interest,  the
paid-up insurance may be reinstated during the insured's  lifetime,  but no more
than three years after the date of foreclosure  and before the Maturity Date, by
providing us with the following:

o         evidence of insurability satisfactory to us;  and

o payment or  reinstatement  of the outstanding loan on the date of the default.
Interest is payable on this outstanding loan from the date of termination to the
date of reinstatement at the interest rate of 8% per year.

The date of reinstatement is the later of the date we approve the  reinstatement
application  or the date the  payment  required  to  reinstate  this  policy  is
received by us. The death benefit of the  reinstated  paid-up  insurance will be
the same as the death benefit on the date of termination.




<PAGE>


                   Information About the Value of Your Policy



<PAGE>


Net Payment and  Allocation of New Payments:  A net payment is a payment made to
us reduced by the payment  expense  charge.  This charge is based,  in part,  on
local, state and federal taxes we must pay. The charge is shown on page 4.

Each net payment will be added to the policy value. The policy value consists of
the total of the values in the Variable Account and the Fixed Account.

You may allocate the net payment to:

o         any of the sub-accounts which are available at the time  the  payment
 is made; and/or

o         the Fixed Account.

The Company reserves the right to limit the number of sub-
accounts which are available at one time, but in no event will this be less than
7.  All  percentage  allocations  must  be in  whole  numbers,  with  the  total
allocation to all selected  accounts  equaling 100%. A processing  charge may be
made for  changing the net payment  allocation.  The maximum  charge  allowed is
shown on page 4, " Allocation Change Charges."

Allocation of Initial  Payments:  If you make a payment with your application or
at any time before the policy is  approved  for issue by us, we may put that net
payment into the Fixed  Account on the date we receive it at our  Variable  Life
Service  Center.  Not later than two days after the date this policy is approved
for issue by us,  the  policy  value you  elected to  allocate  to the  Variable
Account will be  transferred  from the Fixed Account to either the  sub-accounts
you have  selected or to the Money  Market  sub-account.  In any event,  we will
transfer any Variable Account policy values from the Money Market sub-account to
the  sub-accounts  you have selected not later than the expiration of the period
during  which you may  exercise  your right to examine this policy and request a
refund of your payments.

Monthly  Insurance  Protection  Charge:  Beginning  on the date  this  policy is
issued,  and through the final payment date, we will deduct a monthly  insurance
protection charge from the policy value.  Except as otherwise  prescribed in the
paid-up insurance  option,  you may choose a sub-account from which this monthly
charge will be deducted.  If you do not make a choice, we will deduct the charge
pro rata. If the  sub-account you choose does not have enough funds to cover the
charge,  we will deduct the charge as if you had not made any choice. We reserve
the right to charge for  changes  made to the  sub-accounts  from which  monthly
insurance  protection charges are deducted.  The maximum charge allowed is shown
on page 4, "Allocation Change Charges."

Charges allocated to the Fixed Account will be deducted on a last-in,  first-out
basis. This means that we use the most recent payments to pay the fees.

The monthly insurance protection charge equals the sum of the charges that apply
to:

o         the initial face amount, plus

o         each increase in the face amount, plus

o         any rider benefits.

We will  determine  the monthly  insurance  protection  charge  each month.  Any
changes in this  charge  will  apply to all  policies  in the same  underwriting
class. If you decrease the face amount of the policy, we will adjust the monthly
insurance  protection  charge  according to the Benefit Change provision on page
19.

The monthly insurance  protection charge for the initial face amount will not be
more than (1) multiplied by (2) where:

     (1) is the insurance protection rate shown for the insured's age in the 
Table on page 5; and

     (2) is the initial face amount divided by 1,000.

For the purposes of this  calculation,  if the Level Death  Benefit  Option (see
page 19) is in effect,  the  initial  face  amount will be reduced by the policy
value,  minus charges for rider benefits at the beginning of the month,  but not
less than zero.

If you increase the face amount, the monthly insurance protection charge for the
amount of the increase will not be more than (3) multiplied by (4) where:

     (3) is the insurance  protection  rate  applicable  to the  increased  face
amount for the insured's age; and

     (4) is the amount of the increase in the face amount divided by 1,000.

For purposes of this calculation, if the Level Death Benefit Option is in effect
and the policy value is higher than the initial face amount,  the excess  policy
value,  minus charges for rider benefits at the beginning of the month,  will be
used to  reduce  any  increases  in the face  amount  in the  order in which the
increases were issued.

If the death benefit is the "guideline  minimum death benefit"  required for the
policy to qualify as life  insurance  under the  federal tax law ( see page 19),
the monthly  insurance  protection  charge for the portion of the death  benefit
which  exceeds the face amount  (i.e.,  initial face amount plus any  increases)
will not be higher than (5) multiplied by (6) divided by 1,000 where:

     (5) is the insurance protection rate applicable to the initial face amount;
and

     (6) is the death benefit less:

         o          the greater of the face amount or the  policy        value 
  if the Level Death Benefit Option is in
         effect, or

                 o          the face amount plus the policy value, if the    
  Adjustable  Death Benefit  Option (see page 19)
         is in effect.

Insurance  Protection  Rates:  The cost of  insurance  rate  includes an expense
factor  and a  mortality  factor.  The  expense  factor  covers a portion of our
acquisition costs, taxes, and administrative  expenses.  The mortality factor is
based on the insured's:

o         age,

o         sex (unless this policy is issued in a unisex class as      
  indicated on the specification pages); and

o         underwriting class.

The guaranteed rates are based on:

o the Commissioners  Ultimate 1980 Standard Ordinary  Mortality Table,  Male, or
Female,  or Table B for unisex  risks  (Smoker or  Non-Smoker  versions of these
tables  are used if the  insured  is over 17 years of age on the date of issue),
and

o         appropriate increases in such tables for non-standard         risks.

The insurance  protection  rates actually  charged will never be higher than the
guaranteed rates. We will review the actual insurance  protection rates for this
policy whenever we change .

these rates for new policies.  In any event, rates will be
 reviewed not more often than once each year, but not less than
once in a five-year period.


<PAGE>



                 What You Should Know About the Variable Account



<PAGE>


Variable  Account:  The value of your policy  will vary if it is funded  through
investments  in the  sub-accounts  of the  Variable  Account.  This  account  is
separate from our Fixed Account.  We have  exclusive and absolute  ownership and
control of all assets,  including those in the Variable  Account.  However,  the
portion of assets in the Variable  Account equal to the reserves and liabilities
of the  policies  which are  supported  by this account will not be charged with
liabilities that come from any other business we conduct.

This account,  which we established to support variable life insurance policies,
is  registered  with the  Securities  and  Exchange  Commission  (SEC) as a unit
investment  trust under the Investment  Company Act of 1940. It is also governed
by the laws of the State of California.

This account has several sub-accounts.  Each sub-account invests its assets in a
separate series of a registered investment company (called a "Fund"). We reserve
the right,  when the law allows,  to change the name of the Variable  Account or
any of its  sub-accounts.  You  will  find a list  in  your  application  of the
sub-accounts in which you may invest.

Variable  Account  Policy  Value:  Not later  than two days  after the date this
policy is approved  for issue by us, the policy value you elected to allocate to
the Variable  Account may be  transferred  from the Fixed  Account to either the
sub-accounts  you have  selected  or to the Money  Market  sub-account.  We will
transfer the Variable Account policy values from the Money Market sub-account to
the  sub-accounts  you have selected not later than the expiration of the period
during  which you may  exercise  your right to examine this policy and request a
refund of your payments. Net payments made thereafter which are allocated to the
sub-accounts will purchase additional units of the sub-accounts.

The number of units purchased in each sub-account is equal to the portion of the
net payment allocated to the sub-account, divided by the value of the applicable
unit as of the  valuation  date the  payment is received  at our  Variable  Life
Service  Center or on the date  value is  transferred  to the  sub-account  from
another  sub-account or the Fixed Account.  If we receive your payment on a date
which is not a valuation  date, we will use the value of the applicable  unit on
the first valuation date following the date we receive your payment to determine
the number of units that the net payment will purchase.

The number of units will remain fixed  unless (1) changed by a subsequent  split
of unit  value,  or (2)  reduced  because of a transfer,  policy  loan,  partial
withdrawal,  withdrawal charge, transaction charge, monthly insurance protection
charge  deduction,  surrender or surrender  charge allocated to the sub-account.
Any transaction  described in (2) will result in the cancellation of a number of
units  which  are  equal in  value to the  amount  of the  transaction.  On each
valuation  date we will value the assets of each  sub-account in which there has
been  activity.  The policy value in a  sub-account  at any time is equal to the
number of units  this  policy  then has in that  sub-account  multiplied  by the
sub-account's  unit  value.  The  value  of a unit for any  sub-account  for any
valuation period is determined by multiplying that  sub-account's unit value for
the immediately  preceding valuation period by the net investment factor for the
valuation  period for which the unit value is being  calculated.  The unit value
will  reflect the  investment  advisory fee and other  expenses  incurred by the
registered investment companies.

Net Investment Factor: This measures the investment performance of a sub-account
during the valuation  period that has just ended.  The net investment  factor is
the result of (a) plus (b), divided by (c), minus (d) and minus (e) where:

     (a)  is  the  net  asset  value  per  share  of a Fund  share  held  in the
     sub-account determined at the end of the current valuation period,

     (b) is the per share amount of any  dividend or capital gain  distributions
made by the Fund on shares held in the  sub-account  if the  "ex-dividend"  date
occurs during the currenvaluation period,

     (c)  is  the  net  asset  value  per  share  of a Fund  share  held  in the
sub-account  determined  as of the end of the  immediately  preceding  valuation
period;

     (d) is a charge for mortality  and expense  risks in the valuation  period.
     The current mortality and expense risk charge is shown on the specification
     pages. The mortality and expense risk charge may be increased or decreased,
     but it will never exceed the maximum rate shown on the specification pages;
     and



<PAGE>


     (e) is an  administration  charge for the  valuation  period.  The  current
administration  charge is shown on the specification  pages. The  administration
charge  may  be  decreased,  but  will  never  exceed  the  rate  shown  on  the
specification pages. The administration  charge period will not exceed 20 policy
years.

Since the net investment factor may be more or less than one, the unit value may
increase  or  decrease.  You bear the  investment  risk.  We  reserve  the right
(subject to any required  regulatory  approvals)  to change the method we use to
determine the net investment factor.

Valuation  Dates and  Periods:  A  valuation  date is each day that the New York
Stock  Exchange  (NYSE) is open for business and any other day in which there is
enough  trading in the Variable  Account's  underlying  portfolio  securities to
materially affect the value of the Variable  Account.  A valuation period is the
period between valuation dates.

Addition,  Deletion  or  Substitution  of  Investments:  We may not  change  the
investment  policy of the Variable Account without the approval of the Insurance
Commissioner of California.  This approval process is on file with the Insurance
Commissioner of your state.

We reserve the right,  subject to  compliance  with  applicable  law, to add to,
delete  from,  or  substitute  for the  shares  of a Fund  that  are held by the
Variable Account or that the Variable Account may purchase.  We also reserve the
right to eliminate  the shares of any Fund if they are no longer  available  for
investment,  or if we believe  investing  more in any eligible Fund is no longer
appropriate for the purposes of the Variable Account.



We will  notify  you before we  substitute  any of your  shares in the  Variable
Account.  However,  this will not prevent the Variable Account from buying other
shares of underlying securities for other series or classes of policies, or from
permitting  a conversion  between  series or classes of policies or contracts if
holders   request  it,   subject  to  compliance   with  any  state  or  federal
requirements.

We reserve the right to establish other sub-accounts, and to make them available
to any class or series of policies as we think appropriate. Each new sub-account
would  invest in a new  investment  company  or in shares  of  another  open-end
investment  company.  We also reserve the right to eliminate or combine existing
sub-accounts  of  the  Variable  Account  and to  transfer  the  assets  between
sub-accounts, when allowed by law.

If we make any  substitutions  or  changes  that we  believe  are  necessary  or
appropriate, we may make changes in this policy by written notice to reflect the
substitutions or changes.  If we think it is in the best interests of our policy
owners,  we may operate the Variable  Account as a management  company under the
Investment  Company Act of 1940, or we may  de-register it under that Act if the
registration is no longer  required.  We may also combine it with other separate
accounts.

Federal Taxes: If we must pay taxes on the Variable Account,  we will charge you
for that tax.  Although the account is not now taxable,  we reserve the right to
make a charge for taxes if the account becomes taxable.

Splitting of Units: We reserve the right to split the value of a unit, either to
increase or decrease  the number of units.  Any  splitting of units will have no
material effect on policy benefits.



<PAGE>


                  What You Should Know About the Fixed Account



<PAGE>


Fixed Account:  The Fixed Account is a part of our General Account.  The General
Account  consists of all assets  owned by us,  other than those in the  Variable
Account  and other  separate  accounts.  Except as limited by law,  we have sole
control over the investment of these General  Account  assets.  You do not share
directly in the investment experience of the General Account, but are allowed to
allocate and transfer funds into the Fixed Account.

Fixed Account Interest Rates: The interest rates credited to the policy value in
the Fixed Account are set by us, but will never be less than 4% per year. We may
establish  higher interest rates, and the initial interest rates and the renewal
interest rates may be different.

o Net payments  allocated  to the Fixed  Account will be credited at the initial
interest  rate in effect on the day we receive your payment at our Variable Life
Service  Center,  and the initial  interest  rate is  guaranteed  until the next
policy anniversary unless you borrow from that policy value.

o Funds  transferred  from a  sub-account  of the Variable  Account to the Fixed
Account will be credited with interest at the initial interest rate in effect on
the valuation date of the transfer,  and the initial interest rate is guaranteed
until the next policy anniversary unless you borrow from that policy value.

o Policy values in the Fixed Account on the policy  anniversary will be credited
with interest at the renewal interest rate in effect on the policy  anniversary,
and the renewal interest rate is guaranteed for one year so long as those values
remain in the Fixed Account and are not borrowed.



<PAGE>


o The interest  rate we use for that portion of the policy value that equals the
outstanding  loan will be at least 6% per year. The interest rate will be higher
if the policy qualifies under the Preferred Loan provision; see page 16.

Fixed Account Policy Value: On each monthly processing date, the policy value
of the Fixed Account is:

o     the policy value in this account on the preceding monthly
     processing date increased by one month's interest, plus

o    net  payments  received  since the last monthly  processing  date which are
     allocated to the Fixed Account plus the interest  accrued from the date the
     payments are received by us, plus

o    Variable  Account  policy value  transferred  to the Fixed Account from any
     sub-accounts  since the preceding  monthly  processing  date,  increased by
     interest from the date the policy value is transferred, minus

o     policy value transferred from the Fixed Account to a
     sub-account  since  the  preceding  monthly  processing  date and  interest
accrued on these  transfers  from the  transfer  date to the monthly  processing
date, minus

o    partial withdrawals from the Fixed Account,  partial withdrawal transaction
     charges and withdrawal  charges since the last monthly processing date, and
     interest accrued on these  withdrawals and charges from the withdrawal date
     to the monthly processing date, minus



o any transaction  charges allocated to the Fixed Account for any changes in the
face amount since the last monthly  processing date and interest accrued on such
charges to the monthly processing date, minus

o the portion of the monthly insurance protection charge allocated to the policy
value in the Fixed Account.

During any policy month,  the Fixed Account policy value will be calculated on a
consistent  basis.  In no event will the Fixed Account policy value be less than
the guaranteed cash value shown in the Paid-Up Insurance Table after the paid-up
option has been exercised.

Basis of Value of the Fixed Account:  We base the minimum surrender value in the
Fixed Account on the  Commissioners  Ultimate 1980 Standard  Ordinary  Mortality
Table,  Male or Female or Table B for unisex risks (or appropriate  increases in
such tables for rated risks) with interest at 4% each year, compounded annually;
however,  if the  insured  is over  age 17 on the  date of  issue,  the  minimum
surrender  value is based on the Smoker or  Non-Smoker  versions of such tables.
Actual policy values are based on interest and insurance  protection  rates that
we set. We have filed a detailed  description of the way we determine this value
with the State  Insurance  Department.  All values  equal or exceed the minimums
required by law in the states in which this policy is delivered.



<PAGE>


                      What You Should Know About Transfers



<PAGE>


While this policy is in force other than as paid-up insurance,  you may transfer
amounts between the Fixed Account and the sub-accounts or among sub-accounts, on
request.

You  may  transfer,  without  charge,  all or part of the  policy  value  in the
Variable  Account to the Fixed Account once during the first 24 months after the
policy is issued,  and once during the first 24 months after you have  increased
the face  amount in order to  convert  to a  fixed-only  product.  If you do so,
future  payments  will be  allocated  to the Fixed  Account  unless you  specify
otherwise.  All other transfers are subject to the following  rules, and will be
permitted with our approval.

We will  determine  the  minimum  and maximum  amounts  that may be  transferred
according to the rules that are in effect at the time of the transfer.



We also reserve the right to limit the number of  transfers  that can be made in
each policy year, and to set other reasonable rules controlling transfers.

If a transfer  would reduce the policy value in a  sub-account  to less than the
current  minimum  balance  required for such  accounts,  we reserve the right to
include the remaining value in the amount transferred.

You will not be charged for the first twelve  transfers in a policy year,  but a
transfer  charge  of up to $25  may be made on  each  additional  transfer.  Any
transfer charge will be deducted from the amount that is transferred.  Transfers
that result from a policy loan or  repayment  of a loan are not subject to these
rules.



<PAGE>



                     If You Want to Borrow from Your Policy


<PAGE>



 This policy is the only security you need to borrow from it.

Amount You May Borrow: The total amount of loans you may have outstanding at any
time is the loan value.  Except as otherwise  provided in the paid-up  insurance
option, the loan value in the first policy year is 75% of (a) minus (b) where:

     (a) is the policy value minus the surrender charge, and

     (b) is the monthly insurance  protection charges and interest which will be
     due on the loan through the end of the policy year.

The loan value in the second  policy  year and any year after is 90% of the 
 result of the  policy  value  minus the  surrender
charge.

If you do not specify from which  accounts you want to borrow,  we will allocate
the loan pro rata.

In order to secure the  outstanding  loan,  we will transfer the policy value in
each  sub-account  equal to the policy loan allocated to each sub-account to the
Fixed Account.

Loan  Interest:  You will pay  interest  on your loan at an  annual  rate of 8%.
Interest  accrues  daily,  and is payable at the end of each  policy  year.  Any
interest  that is not paid on time will be added to the loan  principal and bear
interest at the same rate.  If this makes the  principal  higher than the policy
value in the Fixed Account,  we will offset this shortfall by transferring funds
from the Variable Account to the Fixed Account. We will allocate the transferred
amount pro rata among the  sub-accounts in the same proportion that the value in
each sub-account has to the total value in all of them.

Repaying the Outstanding Loan: You may repay any part of any outstanding loan at
any time while the Insured is living  before  this policy  lapses and before the
Maturity  Date.  When you repay it, we will transfer the policy value that is in
the Fixed Account to the various sub-accounts and increase the value in


them.  You may tell us how to  allocate  repayments,  but if you do not, we will
allocate them according to the most recent payment  allocation  choices you have
made.  Loan  repayments  made to the Variable  Account cannot be higher than the
amounts you transferred from it to secure the outstanding loan.

 If you wish to make a loan  repayment,  you must tell us that the  payment  you
send us is for that  purpose.  Unless your  payment is clearly  marked as a loan
repayment,  we will assume it is a premium  payment  unless it is received after
the final payment date.  When we receive a loan  repayment,  we will apply it to
the portion of the policy value that secures the loan. If the
loan payment  exceeds the loan  balance,  we will apply the balance as a premium
payment.

Foreclosure:  If at any time the amount of the  outstanding  loan is higher than
the policy value,  minus the surrender  charge, we will terminate the policy. We
will mail a notice of this  termination to the last known address of you and any
assignee.  If the excess  outstanding  loan is not paid  within 62 days from the
date contained in the notice,  the policy will terminate with no value.  You may
reinstate this policy according to the Reinstatement provision on page 11.

Preferred  Loan Option:  The preferred  loan option is available  after the 10th
policy year. The guaranteed  annual interest rate credited to the portion of the
policy value securing a preferred loan is 7.5%.

After the 10th policy year, any outstanding  loan will be treated as a preferred
loan from that date forward, unless you revoke the preferred loan option on that
outstanding  loan.  The  interest  credited to the  portion of the policy  value
securing the non-preferred loans will not be less than 6% per year.

This option may be revoked by you at any time.

This option will be canceled if the Paid-Up Life Insurance Option is elected.



<PAGE>


                  Details on Surrender and Partial Withdrawals


<PAGE>



Surrender: You may cancel this policy and receive its surrender value as long as
the  insured  is living  on the date we  receive  your  written  request  in our
Variable Life Service  Center.  The policy will be canceled on that day. You may
choose to receive the surrender value in a lump sum or under a payment option.




Surrender Value: Except as otherwise provided in the paid-up
insurance  option,  the  surrender  value  equals  the  policy  value  minus the
outstanding loan and surrender charges.

You will find the  surrender  charge for the initial  face amount on page 4. Any
changes in this  charge when you  increase  or decrease  the face amount will be
shown in new specification pages.


<PAGE>


Partial Withdrawals: Partial withdrawals are not allowed during the first policy
year or if your policy is in force as paid-up insurance.  After the first policy
year,  you may withdraw part of the  surrender  value on written  request.  Each
withdrawal  must be at  least  $500.  We will  deduct  a 2%  partial  withdrawal
transaction  charge  (maximum  $25) from the  policy  value each time you make a
partial withdrawal.

We also may deduct a withdrawal charge from the policy value. However, a portion
of the partial  withdrawal  will not be subject to the withdrawal  charge.  This
amount equals (a) minus (b), where:

     (a) is 10% of the policy  value on the date we receive the written  request
at our Variable Life Service Center, and

     (b) is the total of the  withdrawals (or portions of them) made in the same
     policy year which were exempt from the withdrawal charge.

We  will  charge  you on the  balance  of the  withdrawal,  called  the  "excess
withdrawal."  This charge is calculated  by  multiplying  the excess  withdrawal
amount by 5%. The charge will never exceed the surrender charge in effect on the
withdrawal date.

Your  policy's  surrender  charge  will be  reduced  by any  withdrawal  charges
previously  paid.  There will be no "excess  withdrawal"  charge if no surrender
charge applies to the policy on the withdrawal date.

The withdrawal charge will decrease existing  surrender charges in the following
order:

o     first, the most recent increase's surrender charge,

      second, the next most recent increase's surrender charges in succession,
and

o     last, the initial face amount's surrender charge.

If you elected the Level Death Benefit Option,  the face amount and policy value
will be reduced by the amount of the partial  withdrawal,  and the policy  value
will be further  reduced by the partial  withdrawal  transaction  and withdrawal
charges. The face amount will be decreased in the following order:

o     first, the most recent increase,



o     second, the next most recent increases in succession, and

o     last, the initial face amount.

If you elected the  Adjustable  Death Benefit  Option,  the policy value will be
reduced by the amount of the partial  withdrawal,  plus the  partial  withdrawal
transaction and withdrawal charges.

We will not permit a partial  withdrawal  if it reduces  the face amount to less
than $50,000.

If you do not  allocate a partial  withdrawal  and its  charges  among the Fixed
Account and each sub-account, we will allocate that amount pro rata.

Postponement of Payment:   We may postpone any transfer from the Variable 
Account, or payment of any amount payable on:

o surrender, o partial withdrawal,  o transfer, o policy loan, or o death of the
insured.

The postponement will continue during any period when:

o trading on the NYSE is  restricted  as determined by the SEC, or the NYSE is 
closed for days other than weekends and holidays,
or
o the SEC by order has permitted such suspension, or
o the SEC has  determined  that  such  an  emergency  exists  that  disposal  of
portfolio securities or valuation of assets is not reasonably practical.

We may also  postpone  any  transfer  from the Fixed  Account  or payment of any
portion of the amount  payable on surrender,  partial  withdrawal or policy loan
from the Fixed Account for not more than six months from the day we receive your
written  request  and, if it is  required,  your  policy.  If we postpone  those
payments for 30 days or more,  the amount  postponed  will earn interest  during
that  period  at a rate of not  less  than 3% per  year or such  higher  rate as
required by law. We will not postpone payments to pay premiums on our policies.


<PAGE>






 .


<PAGE>


                  What You Should Know About the Death Benefit

                       Guideline Minimum Sum Insured Table
 
     Attained                             Attained                           
        Age            Percentage            Age            Percentage       
                                                                             
    40 or less            250%               60                130%          
            41            243%               61                128%          
        42                236%               62                126%          
        43                229%               63                124%          
        44                222%               64                122%          
        45                215%               65                120%          
        46                209%               66                119%          
        47                203%               67                118%          
        48                197%               68                117%          
        49                191%               69                116%          
        50                185%               70                115%          
        51                178%               71                113%          
        52                171%               72                111%          
        53                164%               73                109%          
        54                157%               74                107%          
        55                150%             75 - 90             105%          
        56                146%               91                104%          
        57                142%               92                103%          
        58                138%               93                102%          
        59                  134%           94-115              101%          
                                                                             

   Net  Death  Benefit:  If the  insured  dies  before  the  
   Maturity  Date and before the policy is  terminated,  we  
   will pay the net death  benefit.  The net death  benefit
   is  equal  to  the  death  benefit  reduced  by  certain  
   amounts,  as  described  below.  The  death  benefit  is  
   determined  as of the date we  receive  due proof of the  
   insured's  death at our Variable  Life  Service  Center.  
   Due  proof  of  death is a valid  death  certificate  or  
   other evidence satisfactory to us.                        
                                                             
   The amount of the net death benefit  depends  upon:  (1)  
   whether  the date the  insured  dies is after,  or on or  
   before,  the final payment date; (2) whether the paid-up  
   insurance  option  is in  effect  on  the  date  of  the  
   insured's  death;  and (3) which death benefit option is  
   in effect on the date of death of the insured.            
                                                             
   If the insured dies on or before the final  payment date  
   and  the   paid-up   insurance   option   has  not  been  
   exercised,  then the net death  benefit is determined by  
   deducting  from the death  benefit under the Level Death  
   Benefit  Option or the  Adjustable  Death Benefit Option  
   (which  are   described   later)  the   following:   any  
   outstanding  loan  and  monthly   insurance   protection
   charges due and unpaid through the policy month in which the insured dies, as
   well as any partial withdrawals and withdrawal charges.

   If the paid- up  insurance  option has been  exercised  before the  insured's
   death,  then the net death  benefit is the paid-up  insurance  death  benefit
   minus any outstanding loan; (see page 20).

   Except as otherwise  provided in the Guaranteed  Death Benefit Rider,  if the
   insured dies after the final  payment date and the paid-up  insurance  option
   has not been  exercised,  then the net death benefit will be equal to 101% of
   the  policy  value,   minus  any  outstanding  loan  and  minus  any  partial
   withdrawals and withdrawal charges.

   If the net death  benefit is paid in a lump sum,  interest  will be earned at
   our declared  interest rate for sums held on deposit,  but not less than 2.5%
   per year,  beginning  on the date we receive  notice of death at our Variable
   Life Service Center.  We will pay a higher interest rate if required by state
   law. We will credit interest from an earlier date (for example, from the date
   of the insured's death) if required by state law.


<PAGE>


Required Minimum Amount of Death Benefit:   This
policy is intended to qualify under Section 7702 of the Internal Revenue Code as
a life  insurance  contract for federal tax  purposes.  The  provisions  of this
policy (including any rider or endorsement)  shall be interpreted to ensure such
tax qualification, regardless of any language to the contrary.

At no time will the amount of the death  benefit  under the policy  ever be less
than the amount needed to ensure such tax qualification.  To the extent that the
death benefit is increased,  appropriate adjustments will be made in any monthly
insurance  protection  charges  or  supplemental   benefits  as  of  that  time,
retroactively  or otherwise,  that are  consistent  with such an increase.  Such
adjustments may be made by right of setoff against any death benefits payable.

The death benefit under this policy will not be less than the Guideline  Minimum
Sum Insured as specified in the tax code.  This is calculated by multiplying the
policy value by the  percentage  shown in the  preceding  table.  The  guideline
minimum sum insured  varies by attained  age. The amounts shown in the table are
determined  to provide a death benefit at least as great as those in the federal
tax law, and will be adjusted according to any changes in that law applicable to
this policy.

Death Benefit  Options:  You have two options for  determining the amount of the
death  benefit.  The option you elected in your  application is shown on page 3.
These options are not available after the final payment date or if the policy is
in force as paid-up insurance.

Under the Level Death Benefit Option, the death benefit is the greater of:

o     the face amount, or

o     the guideline minimum sum insured.

Under the Adjustable Death Benefit Option, the death benefit is the greater of:

o the face  amount plus the policy  value on the date we receive  proof of death
(we will refund monthly  insurance  protection  charges deducted from the policy
value after the insured's date of death), or

o       the guideline minimum sum insured.

You may change the death benefit option by making a written request. That change
will be made on the next monthly processing date after we receive your request.

o If you change  from the Level Death  Benefit  Option to the  Adjustable  Death
Benefit Option,  the face amount under the Adjustable  Death Benefit Option will
be equal to the death benefit under the Level Death  Benefit  Option,  minus the
policy value on the date of change.

o If you change  from the  Adjustable  Death  Benefit  Option to the Level Death
Benefit  Option,  the face amount will be equal to the death  benefit  under the
Adjustable Death Benefit Option on the date of change.

You may not change your death benefit  option more than once in any policy year,
or if the change reduces the face amount to less than $50,000.

Benefit  Change:  You may increase or decrease the face amount of insurance 
 if you make a written  request  during the  insured's
lifetime.

You may not change the face amount if it does not meet the minimum death benefit
requirement set by federal tax law.

Increase:   To increase the face amount:

o       you must complete our application and provide us with  evidence of
insurability satisfactory to us; and

o       the insured's age must not be over our maximum issue   age for new 
insurance; and

o you must pay a $40 transaction charge, plus the net premium sufficient to keep
the  policy in force for two  months  if the  surrender  value is less than this
amount.

This increased face amount will become effective on the first monthly processing
date on, or following,  the date that all the conditions are met. We will deduct
the $40  transaction  charge  from the  policy  value on the  effective  date of
increase.  You may  choose the  sub-account  from which  these  charges  will be
deducted;  but if you do not choose, we will allocate the charges  pro-rata.  We
will  provide you new  specification  pages,  including a  Supplemental  Monthly
Insurance  Protection Charge Table if the insured's  underwriting class changes.
These pages will include the following information:

o       effective date of the increase,

o       amount of the increase,

o       underwriting class,

o       new minimum monthly payment,

o       new guideline premiums, and

o       new surrender charges applicable to the entire  policy.



<PAGE>


We reserve the right to set a limit on the minimum  amount of an increase in the
face  amount.  No increase  may be less than our minimum  limit in effect on the
date we receive your request.

You may return the new specification  pages to us by the later of ten days after
receiving them or 45 days after you complete the "Application  Form" which shows
the  amount of the  increase.  If you  return  these  pages  within  the  period
described above, we will consider the increase void from the beginning.  We will
add the charges back to the policy value unless you request otherwise.
We will also cancel any surrender charge for the increase.

Decrease: You may decrease the face amount of the policy at any time. It will be
effective  on the first  monthly  processing  date after we receive your written
request.  You  must  pay a $40  transaction  charge.  The  face  amount  will be
decreased or eliminated in the following order:

o       first, the most recent increase,

        second, the next most recent increases successively, and

o       last, the initial face amount.

We will deduct a $40 transaction  charge and a surrender  charge from the policy
value on the date of the decrease.  The  surrender  charge will be the surrender
charge for the face amounts  which are  decreased or  eliminated in the order as
noted above.

You may choose the sub-account from which these charges will be deducted; but if
you do not choose, we will allocate the charges pro rata.

We will provide you with new specification  pages.  These pages will include the
following information:


        effective date of the decrease,

        amount of the decrease and the face amount remaining in force,

        new minimum monthly payment, if any,

        new guideline premiums, and

        new surrender charges applicable to the entire policy.

You may not decrease  the face amount to less than  $50,000.  We reserve the
right to  establish a minimum  limit on the amount of
any decrease.


<PAGE>


                                                     Paid-Up Insurance Option



<PAGE>


Benefit:  This is  insurance,  usually  having a  reduced  face  amount  for the
lifetime  of the insured  with no further  premiums  due.  The amount of paid-up
insurance  is the amount  that the  surrender  value can provide as a net single
premium  applied at the  insured's age and  underwriting  class on the date this
option is  exercised.  The paid-up  insurance  death  benefit may not exceed the
death benefit in effect on the date this option is exercised.  In the event that
the surrender  value exceeds the net single premium for the death benefit on the
date this option is exercised, the excess surrender value will be paid to you.

Basis of  Values:  The  policy  value  and net  single  premium  of the  paid-up
insurance meet the minimum  standards which are set by state law. The net single
premium is based on the Commissioners  Ultimate 1980 Standard Ordinary Mortality
Table,  Smoker or  Non-Smoker;  Male or Female or Table B for  unisex  risks (or
appropriate increases in such tables for non-standard risks).  Interest will not
be less than 4 1/2%.  See page 6 for the table showing the guaranteed net single
premiums per $1,000 of insurance.



Exercise of Option:  The paid-up  insurance  option may be  exercised  by you on
written request. Policy value in the Variable Account will be transferred to the
Fixed  Account on the date your  written  request  to  exercise  this  option is
received  in our  Variable  Life  Service  Center.  We will  issue  supplemental
specification pages that show the policy is paid- up effective as of the monthly
processing date following receipt of the written request.

The supplemental specification pages will show:

o     the effective date of paid-up insurance,

o     the paid-up death benefit,

o     guaranteed cash surrender values, and

o     riders.



<PAGE>




Effect on the Policy:  After the policy becomes paid-up, no further payments may
be made by you. You may not  increase or decrease  the face amount.  You may not
make partial withdrawals or transfer funds to the Variable Account; however, you
may make policy  loans or  surrender  the policy for its net cash value.  Riders
will continue only with our consent.



The guaranteed cash value of the paid-up insurance equals the net single premium
for the paid-up insurance at the insured's  attained age. The net single premium
is determined on the same basis as is used for the purchase price of the paid-up
insurance.  The net cash value is the cash value less any outstanding  loan. The
loan value of paid-up  insurance  is the amount  that,  with  interest at 8% per
year,  equals  the  cash  value of the  paid-up  policy  as of the  next  policy
anniversary.




<PAGE>



                                                                   24
        Form TA1031-97
                                                       Payment of Benefits


<PAGE>



Payment Options: Upon written request, the surrender value or all or part of the
net death benefit may be placed under one or more of the payment options offered
by us at the time the request is made. If you make no election,  we will pay the
benefit in a single sum.
A  certificate  will be provided  to the payee  describing  the  payment  option
selected.

If a payment option is selected,  the  beneficiary,  when filing proof of claim,
may pay us any  amount  that  otherwise  would be  deducted  from the net  death
benefit.


The amounts payable under these options are paid from the General  Account.  The
options are not based on the investment experience of the Variable Account.

The amount  applied  under any one option for any one payee must be at least 
$5,000.  The periodic  payment for any one payee must be at
least $50.

Subject  to the Owner and  Beneficiary  provisions,  you may  change  any option
selection  before  the  net  death  benefit  becomes  payable.  If you  make  no
selection,  the  beneficiary  may  select an  option  when the  proceeds  become
payable.



<PAGE>


Summary:

Flexible Premium Variable Life Insurance Policy
Adjustable Sum Insured
Death Proceeds Payable at Death of Insured
Flexible Premiums Payable to the Final Payment Date
Coverage to the Maturity Date and Amount of Policy Value Not Guaranteed
Nonparticipating.





<PAGE>







                                       9
<PAGE>
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                           CHILDREN'S INSURANCE RIDER

This rider is part of the policy to which it is  attached  if it is shown in the
specification  pages.  The insured  under the policy is the  insured  under this
rider. "Insured Child" is defined below.

                                                        Benefit



<PAGE>


Benefit - The Company will pay the children's  insurance benefit upon receipt of
due proof that an Insured  Child died while this rider was in force.  The amount
of the children's  insurance benefit is shown in the specification pages. Unless
requested otherwise, the beneficiary under this rider is the owner.

Insured Child  Description - "Acquired" means born,  legally adopted or attained
the status of stepchild.

"Insured Child" means an acquired child of the insured who:

o    is named in the application for this rider and on the date of the
application has not reached his or her 18th birthday; or

o is acquired  during the insured's  lifetime after the date of the  application
but before such child's 18th birthday.

No child can be an Insured  Child while under the age of 14 days.  A person will
cease to be an Insured  Child on the policy  anniversary  nearest the earlier of
the Insured Child's 25th birthday and/or the insured's 65th birthday.



Period of Term  Insurance - The term  insurance on each Insured Child will begin
on the date of  coverage  under this  rider if the child is an Insured  Child on
such date; otherwise the term insurance will begin on the date the Insured Child
is acquired and is 14 days old. The term  insurance  will expire on the date the
child ceases to be an Insured Child.

Paid-Up Term  Insurance - If the insured dies while this rider is in force,  the
term  insurance in force on each Insured Child will be converted to paid-up term
insurance.  The paid-up term  insurance on each child will terminate on the date
the child ceases to be an Insured  Child.  This rider may be  surrendered at any
time while the  paid-up  term  insurance  is in force for its net reserve on the
date of surrender.  However, if this rider is surrendered within 30 days after a
policy  anniversary,  the value  will not be less than the net  reserve  on such
anniversary.  We will  furnish a  statement  of the  values  for this rider upon
request.


<PAGE>


                                   Conversion




<PAGE>


Conversion - You may convert the  insurance  on the life of an Insured  Child if
such request is made:

o     within 60 days before the term insurance on the life of an Insured Child 
expires;

o     during the Insured Child's lifetime; and

o     while the rider is in force.

You may convert to a new policy issued by Transamerica Occidental Life Insurance
Company. Evidence of insurability will not be required.

New Policy Description - The new policy will be issued:

o     on any form of individual life insurance, other than term, being issued 
by us on the date of issue of the new policy;

o     on the life of the Insured Child only; and

o     at the Insured Child's age and for the premium rates in effect on the 
date of issue of the new policy.



<PAGE>


                                     (Over)



Form TA1096-97

                             Conversion (continued)



<PAGE>



The sum insured may not be less than our minimum issue limit for the new policy.
The sum insured may be up to 5 times the amount of insurance under this rider on
the  Insured  Child.  The new policy  will not become  binding  unless the first
premium is paid  during the  lifetime  of the  Insured  Child and within 31 days
after the expiration of the term insurance under this rider.


The date of issue of the new policy will be the day after the  expiration of the
term insurance under this rider.

The new policy  will be  subject to any  assignments  outstanding  against  this
rider.  Riders  will be  available  on the new  policy  subject to  evidence  of
insurability  and consent of the  Company.  The time  periods of the suicide and
incontestability  provisions  of the new policy  will expire on the same date as
such provision in this rider would have expired.



<PAGE>


                                     General


<PAGE>




Incontestability  - Except for fraud or failure to pay the  charges,  this rider
cannot be contested after it has been in force,  during the insured's  lifetime,
for two years from its date of issue.  The  insurance on any Insured Child named
in the application  cannot be contested  after it has been in force,  during the
Insured Child's lifetime, for two years from the date of issue of this rider.

Misstatement  of Age - If the age of a child has been misstated and if the child
would not have been an  Insured  Child upon his or her death if the age had been
correctly stated, no benefit will be payable if the child dies. Any benefit paid
to the  beneficiary  because of the death of such  child  shall be repaid to the
Company.  If the age of the insured has been misstated,  the termination date of
the Insured Child's coverage will be based upon the insured's correct age.

Termination - Coverage under the rider will terminate on the first to occur of:



o     the end of the grace period of a required premium in default; or

o     the termination or maturity of the policy except as provided in the
Paid-Up Term Insurance provision; or

o     the day before the policy anniversary nearest the insured's age 65; or

o     the last day of the policy month in which you request the termination.

General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

Charges for this rider are payable as part of the monthly  insurance  protection
charges due under this policy. The monthly charge is shown on page 5.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.


<PAGE>


Signed for  Transamerica  Occidental  Life  Insurance  Company  at Los  Angeles,
California  and effective on the date of issue of the policy to which this rider
is attached, unless a different date is shown here.
- -------------------------------------------------------------------------
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------




           Executive Vice President, General Counsel        President and CEO
           and Corporate Secretary






Form TA1096-97




<PAGE>





                                       10
<PAGE>

Form TA1097-97
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                          Guaranteed Insurability Rider

This rider is a part of the policy to which it is attached if it is shown in the
specification  pages of the policy.  The insured under the policy is the insured
under this rider.



<PAGE>


Benefit  - Subject  to the  terms of this  rider,  on each  option  date you may
increase  the face  amount of  insurance  without  evidence of  insurability  if
written request is made:

                   during the lifetime of the insured; and
      while this rider and policy are in force.

Option  Dates  -  The  first  option  date  for  this  rider  is  shown  in  the
specification pages of the policy.  Option dates will then occur on every second
anniversary of the first option date until the policy anniversary nearest age 40
or until the fifth option date, whichever is later.

Exercise  of  Increase  Option -  Options  may be  exercised  on the life of the
insured  not  earlier  than 60 days prior to, nor later than 31 days  after,  an
option date. The specification  pages of the policy show the "option amount" and
the "total option amount". The total option amount is the maximum aggregate face
amount of  insurance  which may be purchased  through this rider.  Each time the
option to increase the face amount of insurance is  exercised,  the total option
amount is reduced  by the amount of the  insurance  purchased.  The face  amount
which may be purchased at one time may not exceed the option amount or, if less,
the total option amount  remaining.  The  increased  face amount may not be less
than $10,000.

The  insurance  protection  charges  for  the  increased  face  amount  will  be
calculated  in the same manner as the charges  for other  increases  in the face
amount.  The  guaranteed  insurance  protection  charges  will  not  exceed  the
guaranteed charges in effect on the date of issue of this rider.

Supplemental specification pages will be issued. They will include the following
information:

      the effective date of the increased face amount;
      the amount of the increase; and
      the surrender charge.

The  supplemental  specification  pages  will  also show a new  minimum  monthly
payment and new guideline premiums which will apply to the entire policy.  There
is no administrative charge for the exercise of this option.

If the  surrender  value on the date of issue of an  increase  is less  than the
insurance  protection  charges  due on the policy you must pay the grace  period
premium to us. The  effective  date of the  increase  in face amount will be the
monthly  processing  date  following  the date of the  written  request.  If the
insured dies after the date of the written request and before the increased face
amount takes effect, we will refund any premium paid to exercise this option.

The time periods in the suicide and incontestable clauses for the increased face
amount will be measured from the date of issue of this rider.

Waiver of  Payments - If this policy  contains a waiver of payment  rider on the
effective date of the increased face amount,  the waiver of payment  benefit may
be increased without evidence of insurability. If waiver of payment benefits are
being paid on the increase  date,  the increased  benefit will become payable on
the increase date.

If on the  effective  date of an  increase  the  waiver of  payment  benefit  is
designated  in the  specification  pages  as the  monthly  insurance  protection
charges,  this benefit will be increased by the insurance protection charges for
the increased face amount.

If  the  waiver  of  payment  benefit  on an  increase  date  is  shown  in  the
specification  pages as a dollar  amount,  this benefit will be increased by the
smaller of:

      the waiver of payment  benefit on the option date minus 1/12 of the sum of
      the payments  made by you over the last 12 months;  or the amount shown in
      the waiver of payment benefit table.

- ------------------------------------------------------

           Waiver of Payment Benefit Table
- ------------------------------------------------------
- --------------- --------------------------------------

                           Monthly Benefit
   Attained              Increase Per $1,000
     Ages              Face Amount Increased:*
- --------------- --------------------------------------
- --------------- --------------------------------------

    18-19                       $ .50
    20-29                          .63
    30-39                        1.00
    40-49                        1.50
    50-54                        2.00
    55-59                        2.75
- --------------- --------------------------------------
- ------------------------------------------------------

*In no event may the waiver of payment benefit be
increased to exceed the monthly equivalent of your
periodic payment.
- ------------------------------------------------------


Incontestability  - Except  for fraud or failure  to pay the  monthly  insurance
protection  charges,  this rider cannot be contested  after it has been in force
for two years from its date of issue.

Termination - This rider will terminate on the first to occur of:

      the end of the grace period of a premium in default; or

      the end of the policy month following a request for termination; or

      the last option date; or

      the date of issue of an increase which, when added to the sum of all prior
     increases  under this rider,  reduces the total option amount  remaining to
     less than $10,000.

General - The specification  pages (see page 3 of the policy) will show for this
rider:



      the date of issue;

      the first option date;

      the option amount; and

      the total option amount.

Except as  otherwise  provided,  any  additional  benefits or riders will not be
added or increased without our prior consent.

Reinstatement  of this rider will not  revive  any  option  date which  occurred
during the period of lapse.

Charges for this rider are payable as a part of the monthly insurance protection
charges due under this policy. The monthly insurance  protection charge for this
rider is shown on page 5 of the policy.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.



<PAGE>





     Signed for Transamerica  Occidental Life Insurance  Company at Los Angeles,
California  and effective on the date of issue of the policy to which this rider
is attached, unless a different date is shown here.

- ---------------------------------------------------
[GRAPHIC OMITTED]
- ---------------------------------------------------

- ---------------------------------------------------
[GRAPHIC OMITTED]
- ---------------------------------------------------




 Executive Vice President, General Counsel    President and CEO
 and Corporate Secretary





                                       11
<PAGE>

                                                                1
        Form TA1093-97
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                       Option To Accelerate Death Benefits
                             (Living Benefits Rider)

This rider is a part of the policy to which it is  attached.  The insured  under
this rider is the  insured  under the  policy.  This rider does not apply to any
benefits provided by other riders under this policy.



<PAGE>


Benefit - While  this  rider is in force,  you may elect to receive a portion of
the net death benefit called the "living  benefit," prior to the insured's death
under this option subject to the definitions, conditions and limitations in this
rider. This option may only be exercised once.

Definitions - "Option  amount" means that portion of the death benefit which you
elect to apply under this option. The option amount must be at least $25,000 and
may not exceed the least of:

      one-half of the death benefit on the date the option is elected; or

      the amount that would reduce the face amount to our minimum issue limit 
for this policy; or

      $250,000.

"Option percentage" is the option amount divided by the death benefit.

"Living  benefit" is the option  amount  which has been reduced for interest and
other factors.  It is equal to the lump sum benefit under this rider, and is the
amount used to determine  the monthly  benefit.  The living  benefit will not be
less than the surrender value of the policy multiplied by the option percentage.
The following factors will be used to calculate the living benefit:

       age;

       sex, unless the policy is issued on a unisex basis;

       life expectancy;

       policy value;

       outstanding loan;

       rate of interest  currently being credited to the Fixed Account including
those values which are subject to outstanding loan;

       face amount;

       death benefit option;

       current cost of insurance rates; and

       an expense charge of $150.


An amount equal to the outstanding loan multiplied by the option percentage will
be  deducted  from the  living  benefit.  The  remaining  outstanding  loan will
continue in force.

The  assumptions  we use to calculate the living benefit may change from time to
time.  The factors  used to compute the living  benefit  will be set and changed
only prospectively;  that is, based on changes in future  expectations.  We will
not change  these  factors to recoup any prior losses or  distribute  past gains
under the rider.

"Proof of claim satisfactory to us" shall include:

       a request signed by the insured and owner to disclose all facts 
concerning the insured's health;

       records of the attending physician, including a prognosis of the insured;
 and

       if we request, a medical examination of the insured at our expense
 conducted by a physician we choose.

Conditions - Upon  written  request you may elect to receive  payment  under the
accelerated death benefit option subject to the following conditions:

       the policy is in force;

       a written consent has been given by any collateral assignee,  irrevocable
      beneficiary and the insured if you are not the insured;  if the policy was
      delivered  in a community  property  state,  we may require your spouse to
      sign the consent; and

       the insured qualifies for the option.

Exercising the Option - If you provide proof of claim and a  certification  of a
qualified  physician  satisfactory  to us that the  insured  has an  illness  or
physical  condition  which can  reasonably  be expected to result in death in 12
months or less,  you may elect to receive  the living  benefit in equal  monthly
payments for 12 months. For each $1,000 of living benefit,  each payment will be
at least $85.21. This assumes an annual interest rate of 5%.

If the insured  dies  before all the  payments  have been made,  we will pay the
beneficiary  in one sum the present  value of the  remaining  payments due under
this rider calculated at the interest rate we use to determine those payments.




<PAGE>


If you do not wish to receive  monthly  payments,  you may elect to receive  the
living benefit in a lump sum.

Effect on Policy - The  policy's  death  benefit will be decreased by the option
amount. Such decrease will be effective on the monthly processing date following
the date of the written request.

Existing insurance will be decreased or eliminated in the following order:

       first, the most recent increase;

       second, the next most recent increases successively; and

       last, the initial face amount.

Any  surrender  charge  applicable  to the  decrease  in the face amount will be
waived. The amount of the charge which is waived will be:

       the surrender charge applicable to any increased face amount which is 
eliminated in the order set forth above; plus

       a pro  rata  share  of  the  surrender  charge  applicable  to a  partial
reduction in an increase or in the original face amount.

New specification  pages will be issued.  These pages will include the following
information:

       the effective date of the decrease;

       the amount of the decrease and the benefit remaining in force;

       the revised surrender charge;

       the revised minimum monthly payment, if any; and

       the new guideline premiums.


The policy value will be reduced in the same  proportion as the reduction in the
death benefit. Riders will continue in force.



Exclusion  - No  benefit  will be paid  under  this  rider  if a claim  results,
directly or indirectly, from a suicide attempt or a self-inflicted injury (while
sane or insane) for any period during which a suicide exclusion is applicable.

Termination - This rider will terminate on the first to occur of:

       the date the living benefit is paid or the first monthly installment of
the living benefit is paid; or

       the end of the grace period of a premium in default; or

       the termination or maturity of the policy while the insured is alive; or

       at any time on your written request.

General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

The living benefit will be made available to you on a voluntary basis only. 
Accordingly:

(a) If you are  required by law to exercise  this option to satisfy the claim of
creditors,  whether in bankruptcy  or  otherwise,  you are not eligible for this
benefit.

(b) If you are required by a government  agency to exercise this option in order
to apply for, obtain, or retain a government benefit or entitlement, you are not
eligible for this benefit.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.

TAX  QUALIFICATION:  This rider is intended  to provide a qualified  accelerated
death  benefit  that is  excludable  from gross  income for  federal  income tax
purposes.  To that end,  the  provisions  of this rider and the policy are to be
interpreted to ensure or maintain such tax  qualification,  notwithstanding  any
other provisions to the contrary. Whether any tax liability may be incurred when
benefits are paid under this rider could depend on whether the owner is also the
insured and on how the Internal Revenue Service interprets applicable provisions
of the Internal  Revenue Code.  As with any tax matter,  the owner and any other
recipient  of this  benefit  should each consult his own tax advisor to evaluate
any tax impact of this benefit.



<PAGE>



Signed for  Transamerica  Occidental  Life  Insurance  Company  at Los  Angeles,
California  and effective on the date of issue of the policy to which this rider
is attached, unless a different date is shown here.
- --------------------------------------------------------
[GRAPHIC OMITTED]
- --------------------------------------------------------
- --------------------------------------------------------
[GRAPHIC OMITTED]
- --------------------------------------------------------



Executive Vice President, General Counsel       President and CEO
and Corporate Secretary


<PAGE>

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                         
                           CHILDREN'S INSURANCE RIDER


This rider is part of the policy to which it is  attached  if it is shown in the
specification  pages.  The insured  under the policy is the  insured  under this
rider. "Insured Child" is defined below.

                                                          Benefit

Benefit - The Company will pay the children's  insurance benefit upon receipt of
due proof that an Insured  Child died while this rider was in force.  The amount
of the children's  insurance benefit is shown in the specification pages. Unless
requested otherwise, the beneficiary under this rider is the owner.

Insured Child  Description - "Acquired" means born,  legally adopted or attained
the status of stepchild.

"Insured Child" means an acquired child of the insured who:

o     is named in the application for this rider and on the date
     of the application has not reached his or her 18th
     birthday; or

o    is acquired during the insured's lifetime after the date of the application
     but before such child's 18th birthday.

No child can be an Insured  Child while under the age of 14 days.  A person will
cease to be an Insured  Child on the policy  anniversary  nearest the earlier of
the Insured Child's 25th birthday and/or the insured's 65th birthday.


Period of Term  Insurance - The term  insurance on each Insured Child will begin
on the date of  coverage  under this  rider if the child is an Insured  Child on
such date; otherwise the term insurance will begin on the date the Insured Child
is acquired and is 14 days old. The term  insurance  will expire on the date the
child ceases to be an Insured Child.

Paid-Up Term Insurance - If the insured dies while this rider
is in force, the term insurance in force on each Insured Child
will be converted to paid-up term insurance.  The paid-up term
insurance on each child will terminate on the date the child
ceases to be an Insured Child.  This rider may be surrendered
at any time while the paid-up term insurance is in force for its
net reserve on the date of surrender.  However, if this rider is
surrendered within 30 days after a policy anniversary, the
value will not be less than the net reserve on such anniversary.
We will furnish a statement of the values for this rider upon request.
                           -------------------------------
                   Conversion -------------------------------



Conversion - You may convert the  insurance  on the life of an Insured  Child if
such request is made:

o     within 60 days before the term insurance on the life of an
     Insured Child expires;

o     during the Insured Child's lifetime; and

o     while the rider is in force.

You may convert to a new policy issued by Transamerica
Occidental Life Insurance Company.  Evidence of insurability
will not be required.
New Policy Description - The new policy will be issued:

o     on any form of individual life insurance, other than term,
     being issued by us on the date of issue of the new policy;

o     on the life of the Insured Child only; and

o     at the Insured Child's age and for the premium rates in
     effect on the date of issue of the new policy.

                                                               (Over)



Form TA1096-97


<PAGE>




                        -------------------------------
Conversion (continued)
                         -------------------------------


The sum insured may not be less than our minimum issue limit for the new policy.
The sum insured may be up to 5 times the amount of insurance under this rider on
the  Insured  Child.  The new policy  will not become  binding  unless the first
premium is paid  during the  lifetime  of the  Insured  Child and within 31 days
after the expiration of the term insurance under this rider.

The date of issue of the new policy will be the day after the  expiration of the
term insurance under this rider.

The new policy  will be  subject to any  assignments  outstanding  against  this
rider.  Riders  will be  available  on the new  policy  subject to  evidence  of
insurability  and consent of the  Company.  The time  periods of the suicide and
incontestability  provisions  of the new policy  will expire on the same date as
such provision in this rider would have expired.

                                                               General


Incontestability  - Except for fraud or failure to pay the  charges,  this rider
cannot be contested after it has been in force,  during the insured's  lifetime,
for two years from its date of issue.  The  insurance on any Insured Child named
in the application  cannot be contested  after it has been in force,  during the
Insured Child's lifetime, for two years from the date of issue of this rider.

Misstatement  of Age - If the age of a child has been misstated and if the child
would not have been an  Insured  Child upon his or her death if the age had been
correctly stated, no benefit will be payable if the child dies. Any benefit paid
to the  beneficiary  because of the death of such  child  shall be repaid to the
Company.  If the age of the insured has been misstated,  the termination date of
the Insured Child's coverage will be based upon the insured's correct age.

Termination - Coverage under the rider will terminate on the first to occur of:


o     the end of the grace period of a required premium in
     default; or

o     the termination or maturity of the policy except as
     provided in the Paid-Up Term Insurance provision; or

o     the day before the policy anniversary nearest the insured's
     age 65; or

o     the last day of the policy month in which you request the
     termination.

General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

Charges for this rider are payable as part of the monthly
insurance protection charges due under this policy.  The
monthly charge is shown on page 5.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.
Signed for  Transamerica  Occidental  Life  Insurance  Company  at Los  Angeles,
California  and effective on the date of issue of the policy to which this rider
is attached, unless a different date is shown here.
                                                         [GRAPHIC OMITTED]


                                                         [GRAPHIC OMITTED]





Executive Vice President, General Counsel                President and CEO
and Corporate Secretary






Form TA1096-97


<PAGE>



                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                         -------------------------------
            Waiver of Payment Rider ---------------------------------


This rider is part of the policy to which it is attached if it is shown in the
 specification pages of the policy.  The insured
under the policy is the insured under this rider.

Benefit  - On each  monthly  processing  date,  while  the  insured  is  totally
disabled,  we will add to the policy value the waiver of payment  benefit.  This
benefit is the largest of:

o   the amount shown in the specification pages; or

o   the minimum monthly payment for the face amount covered by this rider during
    a period when the minimum monthly payment applies; or

o   the monthly insurance  protection charges applicable to the face amounts and
    other riders covered by this rider.

The waiver of payment benefit is subject to:

o   our receipt of due proof of such total disability; and

o   evidence the total disability:
    o  began while this rider was in force; and
    o  began before the policy anniversary nearest
       insured's age 65; and
    o  has continued for at least 4 months; and

o   the other terms and conditions of this rider.

The benefit will begin with the policy month following the date total disability
begins or the policy  anniversary  nearest the  insured's  age 5, if later.  The
benefit will not be provided for any period more than one year prior to the date
we received  written  notice of claim.  We will credit the policy value with any
benefit which applies to the time during which benefits are payable.

Each monthly benefit will be allocated in accordance with the payment allocation
in effect on the date each benefit is credited to the policy value.

If the insured's total disability occurs before the policy  anniversary  nearest
the  insured's age 60, the benefit will end when total  disability  ends. If the
total disability occurs on or after the policy anniversary nearest the insured's
age 60, the benefit will continue  during such total  disability  but not beyond
the policy anniversary  nearest the insured's age 65 or two years,  whichever is
longer.





Benefits will cease on the next monthly  processing  date following the end of a
period of total disability.

Definitions of Total  Disability - Total  disability means the insured is unable
to  engage  in  any  occupation  as  a  result  of  disease  or  bodily  injury.
"Occupation"  means  attendance  at school if the  insured  is not old enough to
legally  end his or her  formal  education.  Otherwise  "occupation"  means  any
occupation  for which the insured is or becomes  reasonably  fitted by training,
education or experience.

Total loss of the  following  as a result of disease or bodily  injury  shall be
deemed total disability:

o   speech

o   hearing in both ears; or

o   the sight of both eyes; or

o   the use of both hands; or

o   the use of both feet; or

o   the use of one hand and one foot.

Risks Not Covered - No benefit  will be provided  if total  disability  results,
directly or indirectly, from:

o   an act of war, whether such war is declared or
    undeclared, and the insured is a member of the armed
    forces of a country or combination of countries; or

o   any bodily injury occurring or disease first manifesting itself prior to the
    date of  issue  of this  rider.  However,  no  claim  for  total  disability
    commencing  after  two  years  from the date of issue  will be denied on the
    ground that the disease or impairment  not excluded from coverage by name or
    specific description existed prior to the date of issue of this rider.





(over)


Form TA1094-97

<PAGE>



Notice and Proof of Claim - Written notice of claim must be sent to our Variable
Life Service Center:

o   during the lifetime of the insured; and

o   while the insured is totally disabled; and

o   not later than 12 months after this rider terminates.

Proof of claim must be sent to our Variable Life Service  Center within 6 months
of the  notice of claim.  Failure  to give  notice  and  proof  within  the time
required  will not void or reduce any claim if it can be shown  that  notice and
proof were given as soon as was reasonably possible.

Proof of continued total disability must be furnished at our request. Failure to
do so will end the benefit. Such proof will include an authorization to disclose
facts  concerning  the insured's  health,  and may include  medical exams of the
insured  conducted by physicians chosen by us. Such medical exams will be at our
expense.  After total disability has continued for 24 months,  proof will not be
required more than once a year, nor after the policy anniversary nearest age 65.

Benefit  Changes - The  benefit may be changed on written  request.  An increase
will only be allowed if the insured is under age 60 and we receive:

o   evidence of insurability that is satisfactory to us; and

o   payment to us of the premium  sufficient  to keep the policy in force if the
    surrender value is less than all charges due on the policy.

No increase,  when added to the  existing  benefit,  shall exceed the  following
limits:


Maximum Benefit Table
                                        Monthly Benefit
Attained                                  Per $1,000
Age                                       Face Amount
0-19                                         $1.00
20-29                                         1.25
30-39                                         2.00
40-49                                         3.00
50-54                                         4.00
55 and above                                  5.50


The waiver of payment  benefit will be reduced if it exceeds the maximum benefit
after the face  amount of the policy is  reduced.  The  monthly  benefit may not
exceed the amount shown in the Maximum Benefit Table.

The effective date of the changed  benefit will be the first monthly  processing
date on or after the date all  conditions  are met. The changed  benefit will be
shown in supplementary specification pages. The charges for an increased benefit
will be  shown  in a  Supplemental  Insurance  Protection  Charge  Table  if the
insured's underwriting class changes.

Incontestability  - Except  for fraud or failure  to pay the  monthly  insurance
protection  charges,  this  rider  cannot  be  contested  after  the  end of the
following time periods:

o   the initial  benefit  cannot be contested  after the rider has been in force
    during the  insured's  lifetime  and  without  the  occurrence  of the total
    disability of the insured for two years from the date of issue; and

o   an increase in the benefit cannot be contested  after the increased  benefit
    has been in force during the insured's  lifetime and without the  occurrence
    of the total  disability  of the  insured  for two years from its  effective
    date.

Termination - This rider will terminate on the first to occur of:

o   the end of the grace period of a premium in default; or

o   the termination or maturity of the policy; or

o   the day before the policy anniversary nearest  age 65,
    except as provided in the Benefit provision; or

o   the end of the policy month following a request for
    termination.

Rider  Charge  -  Charges  for  this  rider  are  paid as a part of the  monthly
insurance protection charges due under the policy.

The monthly charge is the waiver charge shown in the
Insurance Protection Charge Table multiplied by the
greater of:

o   the monthly insurance protection charges applicable
    to the face amount and other riders covered by this
    rider; or

o   one-half of the waiver of payment benefit shown in the
    specification pages.







Form TA1094-97

<PAGE>


General - The specification  pages (see page 3 of the policy) will show the date
of issue of this rider.

When an increase in face amount or an additional rider is applied for, waiver of
payment  coverage  must also be  requested.  We  reserve  the  right to  decline
issuance  of the waiver of payment  coverage  for the  increased  face amount or
additional rider benefit.  If total disability begins during the grace period of
a past due premium, such a premium will be payable.

The waiver of payment  benefit  will not  reduce  any amount  payable  under the
policy.

Except as otherwise provided,  all conditions and provisions of the policy apply
to this rider.

Signed for  Transamerica  Occidental  Life  Insurance  Company  at Los  Angeles,
California  and effective on the date of issue of the policy to which this rider
is attached, unless a different date is shown here.



[GRAPHIC OMITTED]


[GRAPHIC OMITTED]







Executive Vice President, General Counsel            President and CEO
and Corporate Secretary


Form TA1094-97

<PAGE>



Exhibit 1(10)                   Form of Application
Variable Life Application

Transamerica Occidental Life Insurance Company
Home Office, Los Angeles, CA

Variable Life Service Center
440 Lincoln Street
P.O. Box 3800
Worcester, MA  01653

1        Proposed Insured the person upon whose life this insurance coverage is
 proposed


First Name        Middle            Last
Street Address             years at this Address
City                       State            Zip
Daytime Telephone Number
Date of Birth: M/  D/   Y/          Sex:  M          F
Social Security Number/Tax I.D. Number
Driver's License Number


2        Payment the monetary contribution to the policy

Check one
I have enclosed a check for my initial payment of $_____ ($100 minimum) and have
received a  conditional  receipt.  (Please  make check  payable to  Transamerica
Occidental Life Insurance Company.)

My initial payment will be transferred from another insurance company.  
Approximate amount $___
Name of transferring company

My Transfer of Assets form is attached      yes

My Transfer of Assets form has been sent to
the transferring company.                   Yes

2a       I want to make future payment of $
Annually Semi-Annually     Quarterly
Monthly (I have included a voided check and Bank Drafting Form.)

3 proposed Policy owner the person or entity exercising the policy's contractual
rights.

The policy  owner is also  referred to as "I" or "Me".  The insured  will be the
policy owner unless a different person or entity is specified here.

Name
Street Address
City     State    Zip
Social Security Number/Tax I.D. Number
Date of Birth
Relationship to Insured.

3b Payment  reminder  notices will be sent to the policy owner unless  specified
otherwise here:
Name
Street Address
City              State             Zip

4        Allocation         How I want payments allocated.

Complete Section 4a and Section 4b. Future payments will be allocated  according
to this selection unless changed by me.

4a.      Allocate payment as follows:
         Use  whole  percentages.  If  dollar  cost  averaging  is used,  please
complete a Dollar Cost Averaging Form. Payments may be allocated to no more than
7 of the 17 variable sub-accounts listed below and to the Fixed Account.

         YOUR TOTAL ALLOCATION MUST EQUAL 100%

         %Janus Aspen Worldwide Growth %Morgan Stanley UF  International  Magnum
         %Dreyfus  VIF Small Cap %OCC Accum  Trust  Small Cap %MFS VIT  Emerging
         Growth  %Alliance VPF Premier Growth %Dreyfus VIF Capital  Appreciation
         %MFS VIT Research  %Transamerica  VIF Growth %Alger  American  Income &
         Growth %Alliance VPF Growth & Income %MFS VIT Growth with Income %Janus
         Aspen  Balanced  Portfolio %OCC Accum Trust Managed  Portfolio  %Morgan
         Stanley UF High Yield %Morgan Stanley UF Fixed Income %Transamerica VIF
         Money Market %Fixed Account 100 % Total

4b  Deductions  of all charges  will be made pro rata  according to the value of
each sub-account and the Fixed Account.

OR

Deduct all charges from _______________ (Enter any single sub-account; may not
be the Fixed Account)

5        Insurance         How much life insurance I want

5a       Policy form applied for
5b       I want $          in life insurance coverage
5c       I want insurance coverage to be: (Choose one)
         Level - Insurance coverage remains constant.
         Adjustable - Insurance coverage changes with the value of the policy

5d       I want the following additional insurance benefits:
Waiver of payment upon disability
Living Benefits Rider
Children's Insurance Rider
Guaranteed Insurability Rider $
Guaranteed Death Benefit Rider

5e The application is for a standard class of risk unless noted otherwise here:

6        Beneficiary
The  primary  beneficiary  is the person or entity who will  receive  the policy
proceeds.  The  contingent  beneficiary is the person or entity who will receive
the policy proceeds should the primary beneficiary not survive the insured

Name of primary beneficiary                 Relationship to insured

Name of contingent beneficiary              Relationship to insured

10=day common disaster clause*

_____-day Common Disaster Clause* (30 day maximum)
*A common Disaster Clause requires that the beneficiary  survive the insured for
a specified length of time before becoming entitled to the policy proceeds. This
may assure that the  contingent  beneficiary  will  receive the policy  proceeds
rather than the estate of the primary beneficiary.

7        Replacement of Other Contracts

7a May insurance, including annuities in any company be replaced if the proposed
policy is issued?

Yes      No
IF yes, list company name and policy amount.


7b Is any application for life insurance on the proposed  insured pending in any
other company?

Yes      No
If yes, give company name, amount applied for, and total amount to be placed

8        Information About the Proposed Insured

8a       Current Employment

Title
Industry and Duties

8b       Income.
         Annual earned income is            $
         Annual unearned income is  $
         Net worth is                       $

8c Has an illness or injury  during the past six months  prevented  the proposed
insured from working five consecutive days?
Yes      No       If yes, please explain:

8d During the past two years has the proposed insured participated in or intends
to participate in:

Yes      No       Aeronautics (including hang-gliding, sky diving, ballooning,
 etc.)?

Yes  No  Powered  racing  or  competitive   vehicles   (Including   motorcycles,
automobiles and motor boats, etc.)?

Yes No  Recreational  vehicles  over open  terrain,  trails,  sand,  snow or ice
(including snowmobiles and dirt bikes, etc.)?

Yes      No       Skin or scuba diving, mountain climbing, competitive skiing?

(If  yes,  complete   Avocation  and  Sports   Questionnaire   with  dates  last
participated.)

8f       During the past two years has the proposed insured flown as or intends 
to fly as a trainee, pilot or
crew member?
Yes      No
(If yes, complete Aviation Questionnaire.)

8g Has the proposed insured used tobacco during the past 2 years?

Yes      No
Cigarettes        Cigars   Pipes    Chewing Tobacco
Other tobacco product
(Specify date last used)

8h Will the proposed insured be traveling outside of the United States or Canada
in the next two years except for purely  vacation  travel?  Yes No If yes,  give
destination, length of stay, and number of trips per year.




Transamerica Occidental Life
Transamerica Occidental Life Insurance Company
Home Office:  Los Angeles, CA
Variable Life Service Center
440 Liincoln Street
P.O. Box 3800
Worcester, MA 01653
Authorization to Obtain Information
Name of Proposed Insured
Authorization To Obtain Information
To all physicians, medical professionals,  hospitals, clinics, other health care
providers, employers, Medical Information Bureau, Inc. (MIB), consumer reporting
agencies,  other  insurance  support  organizations,  the United States Internal
Revenue  Service,  the Puerto Rico Bureau of Income Tax,  and other  persons who
have the types of information described below about the proposed insured:

I  authorize  you  to  give  Transamerica   Occidental  Life  Insurance  Company
("Company"),  its reinsurers,  or its agent;  (a) all information you have as to
illness, injury, medical history, diagnosis, treatment, and prognosis (including
any drug or alcohol abuse condition or treatment or any HIV related test results
or  disorders,  or other dread  disease)  with respect to any physical or mental
condition  of  the  proposed  insured;  and  (b)  any  non-medical  information,
including  but not  limited  to, an  investigative  consumer  report,  which the
Company believes it needs to perform the business  functions  described below. I
also authorize the Company to give MIB health or non-medical  information it has
about me and that of any minor member of my family aplying for insurance.

The  information  obtained will be used to determine if the proposed  insured is
eligible for: (a) the insurance requested;  or (b) benefits under a policy which
is in force.  It will also be used for any other business  purpose which relates
to the insurance  requested or the policy which is in force. This  authorization
will be valid for 30 months. I know that under Federal Regulations, I may revoke
this authorization as it applies to drug or alcohol abuse treatment at any time;
but my revocation will not affect any  information  that has been released prior
thereto. I know that I may request a copy of this form. I agree that a photocopy
is as valid as the original. I have received the Insurance Information Practices
notice.

Signature of Proposed Insured
(if  proposed  insured is a minor,  signature  of legal  guardian)  Signature of
Proposed Owner (if other than proposed insured) Date
Name of Minor Child if to Be Covered
Name of Minor Child if to Be Covered

Personal History Interview Information
Proposed Insured's Professional Title
Application For
Adust    Juvenile Amount $
Home Telephone: (Area Code) and No.
Business Telephone: (Area Code) and No.
Driver's License Information
No.      State
Transamerica Occidental Life may be contacting you to discuss this application.
  The best time for us to call you
is at (Eastern Time):
Home     Business
1st Choice
2nd Choice
Broker Dealer Firm
Registered Representative

Form Home Office use Only
Date Received in P.H.I. Unit
Attempts to Call
Date/Time         Date/Time
Date/Time         Date/Time
Date/Time         Date/Time
Date Call Completed        Time     AM      PM

Remarks




9        TELEPHONE ACCESS
I will automatically be able to transfer sub-account and or Fixed Account values
and change the  allocation  of future  investments  by telephone or fax unless I
check the blx below.
I do not accept this Telephone Access privilege.
(Please  see  additional  information  in the fourth  paragraph  of the  section
below.)
ACKNOWLEDGEMENTS AND SIGNATURES
I  acknowledge  receipt  of current  Prospectuses  describing  the  Transamerica
Occidental Life Insurance Company  ("Company") policy I am applying for, and the
underlying Funds.

I (or "We" if  propsoed  policy  owner and  proposed  insured  are not the same)
understand  that any death  benefits in excess of the face amount and any policy
value of the flexible  premium  variable life insurance  policy applied for, may
increase or decrease to reflect the investment experience of the sub-accounts of
the  variable  account.  The policy value  allocated  to the Fixed  Account will
accumulate interest at a rate set by the Company which will not be less than the
minimum  guaranteed rate of 4% annually.  There is no guaranteed  minimum policy
value.  The policy  value may  decrease to the point where the policy will lapse
and provide no further death benefit without additional premium payments.

It is agreed that: (1) The application  consists of this  application  form, the
medical  questionnaire and the supplemental  applications to apply for insurance
on family members, if it applies;  (2) The representations are true and complete
to the best of my (our)  knowledge  and  belief;  (3) Except as  provided in the
conditional  receipt  if issued  with the same  number as this  application,  no
liability  exists and the  insurance  applied for will not take effect until the
policy is delivered  and the premium is paid during the lifetime of the proposed
insured(s) and then only if the proposed  insured(s) has (have) not consulted or
been  treated by any  physician or  practitioner  of any healing art nor had any
tests listed in the  application  since its  completion;  and (4) No  registered
representative  or broker is authorized to amend,  alter, or modify the terms of
this agreement.

Unless I did not accept the  Telephone  Access  privilege in section 9 above,  I
understand that Transamerica  Occidental Lfie Insurance Company is authorized to
honor telephone requests by me, or by individuals  authorized by me, to transfer
values among sub-accounts and to change the allocation of my future payments.  I
also understand that the withdrawal of funds from my policy cannot be transacted
by telephone or fax instructions.

I (We) understand that omissions or misstatements in the application could cause
an  otherwise  valid  claim  to be  denied  under  any  policy  issued  from the
application.

Signed at City    State
Signature of Proposed Insured       Date
Signature of Owner (if other than Proposed Insured)  Date
Signed at City    State

If the owner is a corporation,  an authorized  officer,  other than the proposed
insured, must sign as policy
owner.  Give corporate title and full name of corporation.
Corporate Title
Name of Corporation

FOR FINANCIAL ADVISERUSE ONLY
Does the policy  appleid  for  replace any  existing  annuity or life  insurance
policy?
Yes      No
If yes, attach replacement forms as required.
as  Registered  Representative,  I  certify  sitnessing  the  signature  of  the
applicant  and that the  information  in this  application  has been  accurately
recorded,  to the best of my  knowledge  and  belief.  Based on the  information
furnished  by the  proposed  owner or proposed  isnured in this  application,  I
certify that I have reasonable  grounds for believing the purchase of the policy
applied for is suitable for the owner. I further  certify that the  Prospectuses
were delivered and that no written sales materials other than those furnished or
approved by the Company were used.  Signature of Registered  Representative Date
Print Name of  Registered  Representative  REG REP # Telephone  Fax Signature of
Registered Representative Date Print Name of Registered Representative REG REP #

Signature of Registered Representative      Date
print Name of Registered Representative     REG REP #
Name of Broker/Dealer      Branch #
Branch Office Street Address
City     State    Zip
Remarks
FOR HOME OFFICE USE ONLY


                                       6


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