SEP ACCT VUL 1 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO
S-6/A, 1998-01-26
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                           Registration No. 333-37883
                                  No. 811-08439

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
   
                          Pre-Effective Amendment No. 2
                                    FORM S-6
    

              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
             SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
                                     N-8B-2

               TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-1
                                             (Exact Name of Registrant)

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             1150 South Olive Street
                              Los Angeles, CA 90015
              (Address of Principal Executive Office of Depositor)

Name and Address of Agent for Service:            Copies to:
James W. Dederer, Esq.                            Stephen E. Roth, Esq.
Executive Vice President, General Counsel       Sutherland, Asbill & Brennan LLP
         and Corporate Secretary                  1275 Pennsylvania Avenue, N.W.
Transamerica Occidental Life Insurance Company    Washington, D.C.  20004
1150 South Olive Street
Los Angeles, CA 90015


Approximate date of proposed public offering:  as soon as practicable after th
effective date of the Registration Statement.

Title of securities being registered:  Flexible Payment Variable Life
Insurance Policy.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
shall determine.


<PAGE>


                                       RECONCILIATION AND TIE BETWEEN ITEMS
                                         IN FORM N-8B-2 AND THE PROSPECTUS
<TABLE>
<CAPTION>

Item No. of
Form N-8B-2                                          Caption in Prospectus
<S>                                                         <C>
1...........................................................  Cover Page
2...........................................................  Cover Page
3...........................................................  Not Applicable
4...........................................................  Distribution
   
5...........................................................  Description of Transamerica; The Separate Account
6...........................................................  The Separate Account
7...........................................................  Not Applicable
8...........................................................  Not Applicable
9...........................................................  Legal Proceedings
10..........................................................  Summary; Description of Transamerica, The Separate
    
                                                              Account, The Portfolios; The Policy; Policy
                                                              Termination and Reinstatement; Other Policy
                                                              Provisions
11..........................................................  Summary; Investment Objectives and Policies
12                                                                     Summary;
13..........................................................  Summary;   Charges and Deductions
14..........................................................  Summary; Application for a Policy
15..........................................................  Summary; Application for a Policy;
                                                              Payments; Allocation of Net Payments
16..........................................................  The Separate Account; Payments; Allocation of Net
                                                              Payments
17..........................................................  Summary; Surrender; Partial Withdrawal;
                                                              Charges and Deductions; Policy
Termination and Reinstatement
18..........................................................  The Separate Account; Payments
19..........................................................  Reports; Voting Rights
20..........................................................  Not Applicable
21..........................................................  Summary; Policy Loans; Other Policy
                                                              Provisions
22..........................................................  Other Policy Provisions
23..........................................................  Not Required
24..........................................................  Other Policy Provisions
25..........................................................  Description of Transamerica
26..........................................................  Not Applicable
27..........................................................  Description of Transamerica
28..........................................................  Directors and Principal Officers of Transamerica
29..........................................................  Description of Transamerica
30..........................................................  Not Applicable
31..........................................................  Not Applicable
32..........................................................  Not Applicable
33..........................................................  Not Applicable
34..........................................................  Not Applicable
35..........................................................  Distribution
36..........................................................  Not Applicable
37..........................................................  Not Applicable
38..........................................................  Summary; Distribution
39..........................................................  Summary; Distribution
40..........................................................  Not Applicable
41..........................................................  Description of Transamerica, Distribution
42..........................................................  Not Applicable
43..........................................................  Not Applicable
44..........................................................  Payments; Policy Value and Cash
                                                              Surrender Value
45..........................................................  Not Applicable
46..........................................................  Policy Value; Surrender;
                                                              Federal Tax Considerations
47..........................................................  Description of Transamerica
48..........................................................  Not Applicable
49..........................................................  Not Applicable
50..........................................................  The Separate Account
51..........................................................  Cover Page; Summary; Charges and
                                                              Deductions; The Policy; Policy Termination  and
Reinstatement;  Other Policy Provisions
52..........................................................  Addition, Deletion or Substitution of
                                                              Investments
53..........................................................  Federal Tax Considerations
54..........................................................  Not Applicable
55..........................................................  Not Applicable
56..........................................................  Not Applicable
57..........................................................  Not Applicable
58..........................................................  Not Applicable
59..........................................................  Not Applicable

</TABLE>

<PAGE>


          INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
                                 FUNDED THROUGH
               TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-1
                OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Transamerica  Occidental Life Separate Account VUL-1  ("Separate  Account") is a
separate  investment  account of Transamerica  Occidental Life Insurance Company
("Transamerica").  Transamerica  issues the individual flexible payment variable
life insurance policies described in this prospectus ("Policies").

   
You may direct your net  payments,  as well as any value  accumulated  under the
Policy, to up to seven of the seventeen  sub-accounts of the Separate Account or
to the Fixed Account,  or to both. The money you place in each  sub-account will
be  invested  solely  in  a  corresponding   mutual  fund  investment  portfolio
("portfolio").  The value of each  sub-account  will vary in accordance with the
investment  performance of the portfolio in which that sub-account  invests. You
bear the entire  investment  risk for all assets you place in the  sub-accounts.
This means that,  depending on market  conditions,  the amount you invest in the
sub-accounts may increase or decrease.
    
Currently, you may choose among the following sub-accounts:

Sub-Accounts
Janus Aspen Worldwide Growth               Alger American Income & Growth
Morgan Stanley UF International Magnum     Alliance VPF Growth & Income
Dreyfus VIF Small Cap                      MFS VIT Growth with Income
OCC Accumulation Trust Small Cap            Janus Aspen Balanced
MFS VIT Emerging Growth                     OCC Accumulation Trust Managed
Alliance VPF Premier Growth                Morgan Stanley UF High Yield
Dreyfus VIF Capital Appreciation           Morgan Stanley UF Fixed Income
MFS VIT Research                            Transamerica VIF Money Market
Transamerica VIF Growth

Policy owners may, within limits,  choose the amount of initial payment and vary
the  frequency  and  amount  of  future  payments.  The  Policy  allows  partial
withdrawals and full surrender of the Policy's  surrender value,  within limits.
The  Policies  are  not  suitable  for  short-term  investment  because  of  the
substantial nature of the surrender charge.

   
IT MAY NOT BE  ADVANTAGEOUS  TO REPLACE  EXISTING  INSURANCE  WITH THE POLICY. 
 THIS  PROSPECTUS IS VALID ONLY WHEN
ACCOMPANIED BY CURRENT  PROSPECTUSES  OF EACH OF THE  PORTFOLIOS.  THE 
SECURITIES AND EXCHANGE  COMMISSION HAS NOT
APPROVED  OR  DISAPPROVED  THESE  SECURITIES  OR  PASSED  ON THE  ACCURACY  OR 
 ADEQUACY  OF THIS  PROSPECTUS.  ANY
    
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE  POLICIES  ARE  OBLIGATIONS  OF  TRANSAMERICA   OCCIDENTAL  LIFE  INSURANCE
 COMPANY  AND  ARE  DISTRIBUTED  BY
TRANSAMERICA  SECURITIES  SALES  CORPORATION.  THE POLICIES ARE NOT DEPOSITS OR 
 OBLIGATIONS  OF, OR  GUARANTEED OR
ENDORSED BY, ANY BANK OR CREDIT UNION.  THE POLICIES ARE NOT INSURED BY THE U.S.
  GOVERNMENT,  THE FEDERAL DEPOSIT
INSURANCE  CORPORATION  (FDIC),  OR ANY OTHER FEDERAL  AGENCY.  INVESTMENTS  IN
 THE POLICIES ARE SUBJECT TO VARIOUS
RISKS,  INCLUDING  THE  FLUCTUATION  OF VALUE AND  POSSIBLE  LOSS OF  PRINCIPAL.
  THIS  PROSPECTUS  SETS  FORTH THE
INFORMATION  YOU SHOULD KNOW BEFORE  DECIDING TO PURCHASE A POLICY.  YOU SHOULD
 RETAIN THIS  PROSPECTUS  FOR FUTURE
REFERENCE.  THIS  PROSPECTUS  MUST BE  ACCOMPANIED OR PRECEEDED BY CURRENT 
 PROSPECTUSES  FOR THE  PORTFOLIOS.  THE
PORTFOLIO PROSPECTUSES SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS.

   
                                               Dated January 26, 1998
    


<PAGE>


<TABLE>
<CAPTION>

                                Table of Contents

   
<S>                                                                                                 <C>
SUMMARY  8
    
SPECIAL TERMS...........................................................................................10
DESCRIPTION OF TRANSAMERICA,
   
THE SEPARATE ACCOUNT, AND THE PORTFOLIOS................................................................12
         INVESTMENT OBJECTIVES AND POLICIES, AND INVESTMENT ADVISERS....................................13
THE POLICY..............................................................................................16
         APPLICATION FOR A POLICY.......................................................................16
         FREE LOOK PERIOD...............................................................................16
         CONVERSION PRIVILEGE...........................................................................17
         PAYMENTS.......................................................................................17
         ALLOCATION OF NET PAYMENTS.....................................................................18
         TRANSFER PRIVILEGE.............................................................................18
         DEATH BENEFIT..................................................................................19
         LEVEL OPTION AND ADJUSTABLE OPTION.............................................................19
         CHANGE TO LEVEL OR ADJUSTABLE OPTION...........................................................21
         CHANGE IN FACE AMOUNT..........................................................................21
         OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER)......................................
         POLICY VALUE...................................................................................22
         MATURITY BENEFITS................................................................................
         PAYMENT OPTIONS................................................................................23
         OPTIONAL INSURANCE BENEFITS....................................................................23
         SURRENDER......................................................................................24
         PARTIAL WITHDRAWAL.............................................................................24
         PAID-UP INSURANCE OPTION.......................................................................24
    
CHARGES AND DEDUCTIONS..................................................................................25
         PAYMENT EXPENSE CHARGE.........................................................................25
         MONTHLY INSURANCE PROTECTION CHARGE............................................................25
         CHARGES AGAINST OR REFLECTED IN THE ASSETS
              OF THE SEPARATE ACCOUNT...................................................................27
         SURRENDER CHARGES..............................................................................28
         PARTIAL WITHDRAWAL COSTS.......................................................................29
         TRANSFER CHARGES...............................................................................29
         CHARGE FOR CHANGE IN FACE AMOUNT...............................................................29
         OTHER ADMINISTRATIVE CHARGES...................................................................30
POLICY LOANS............................................................................................30
         PREFERRED LOAN OPTION
         LOAN INTEREST CHARGED
         REPAYMENT OF OUTSTANDING LOAN
         EFFECT OF POLICY LOANS
POLICY TERMINATION AND REINSTATEMENT....................................................................31
         TERMINATION
         REINSTATEMENT
OTHER POLICY PROVISIONS.................................................................................33
         POLICY OWNER
         BENEFICIARY
         ASSIGNMENT
         LIMIT ON RIGHT TO CHALLENGE POLICY
         SUICIDE
         MISSTATEMENT OF AGE OR SEX
         DELAY OF PAYMENTS
FEDERAL TAX CONSIDERATIONS..............................................................................34
          TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
               AND THE SEPARATE ACCOUNT.................................................................34
         TAXATION OF THE POLICIES.......................................................................34
         POLICY LOANS...................................................................................35
         INTEREST DISALLOWANCE
         MODIFIED ENDOWMENT CONTRACTS...................................................................35
         DISTRIBUTION UNDER MODIFIED ENDOWMENT CONTRACTS
VOTING RIGHTS...........................................................................................35
DIRECTORS AND PRINCIPAL OFFICERS OF
   
         TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY.................................................36
DISTRIBUTION............................................................................................37
    
REPORTS  37
PERFORMANCE INFORMATION.................................................................................38
LEGAL PROCEEDINGS.......................................................................................41
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.......................................................41
FURTHER INFORMATION.....................................................................................41
MORE INFORMATION ABOUT THE FIXED ACCOUNT
         GENERAL DESCRIPTION
         FIXED ACCOUNT INTEREST
         TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS
   
INDEPENDENTAUDITORS.....................................................................................42
FINANCIAL STATEMENTS....................................................................................42
APPENDIX A - GUIDELINE MINIMUM SUM INSURED TABLE.......................................................A-1
APPENDIX B - OPTIONAL INSURANCE BENEFITS...............................................................A-2
APPENDIX C - PAYMENT OPTIONS...........................................................................A-3
APPENDIX D  ILLUSTRATIONS OF DEATH BENEFIT,
         POLICY VALUES AND ACCUMULATED PAYMENTS........................................................A-4
APPENDIX E - MAXIMUM SURRENDER CHARGES.................................................................A-9
    

</TABLE>

<PAGE>


                                     SUMMARY

This  summary is  intended  to provide  only a very brief  overview  of the more
significant aspects of the Policy. The Prospectus and the Policy provide further
detail. The Policy provides insurance  protection for the named beneficiary.  We
do not claim that the Policy is similar or comparable to a systematic investment
plan of a mutual fund.  The Policy and its attached  application  are the entire
agreement between you and Transamerica.

WHAT IS THE POLICY'S OBJECTIVE?

The objective of the Policy is to give permanent  life insurance  protection and
help you build assets on a tax-deferred  basis.  Features  available through the
Policy include:

     o    A net death benefit that can protect your family or beneficiaries

     o    Payment options that can guarantee an income for life

     o    A personalized investment portfolio

     o    Experienced professional investment advisers

     o    Tax deferral on earnings

While the Policy is in force, it will provide:

     o    Life insurance coverage on the Insured

     o    Policy Value

     o    Surrender rights and partial withdrawal rights

     o    Loan privileges

     o    Optional insurance benefits available by rider

   
The Policy combines features and benefits of traditional life insurance with the
advantages  of  professional  money  management.  Unlike the fixed  benefits  of
ordinary  life  insurance,  the Policy  Value and the  Adjustable  Option  death
benefit  will  increase  or  decrease  depending  on  investment  results of the
portfolios. Also, unlike traditional insurance policies, the Policy has no fixed
schedule for payments.  Within  limits,  you may make payments of any amount and
frequency.  While you may establish a schedule of payments ("planned payments"),
the Policy  will not  necessarily  lapse if you fail to make  planned  payments.
However,  making planned payments will not guarantee that the Policy will remain
in force. If the Guaranteed Death Benefit Rider is in effect, however,  payments
of sufficient amounts,  net of partial  withdrawals,  partial withdrawal charges
and any outstanding  loans,  will guarantee that the Policy will not lapse.  See
"PAYMENTS" at page __ and "POLICY TERMINATION AND REINSTATEMENT" at page ____.
    

WHO ARE THE KEY PERSONS UNDER THE POLICY?

The Policy is a contract between the Policy owner and Transamerica.  Each Policy
has a Policy owner (you), an Insured (you or another  individual you select) and
a beneficiary. As Policy owner, you make payments, choose investment allocations
and select the Insured and beneficiary.  The Insured is the person covered under
the Policy.  The  beneficiary  is the person who receives the net death  benefit
when the Insured dies.

WHAT HAPPENS WHEN THE INSURED DIES?

   
We will pay the net death benefit to the beneficiary when the Insured dies while
the Policy is in effect. You may choose between two death benefit options. Under
the Level Death Benefit Option ("Level  Option"),  the death benefit is the face
amount (the insurance  amount issued) or the guideline  minimum sum insured (the
minimum death benefit required by federal tax law), whichever is greater.  Under
the Adjustable Death Benefit Option ("Adjustable  Option"), the death benefit is
either (a) the sum of the face  amount and Policy  Value,  or (b) the  guideline
minimum sum insured,  whichever is greater.  The net death  benefit is the death
benefit  less any  outstanding  loan  and due and  unpaid  partial  withdrawals,
partial  withdrawalcharges,  and monthly insurance protection charges.  However,
after the  final  payment  date (and  except  as  provided  otherwise  under the
Guaranteed  Death Benefit  Option),  the net death benefit is 101% of the Policy
Value less any  outstanding  loan and due and  unpaid  partial  withdrawals  and
partial withdrawal charges. The beneficiary may receive the net death benefit in
a lump sum or under a payment  option  we offer.  Under  certain  conditions,  a
portion of the net death benefit may be paid to you prior to the Insured's death
as provided  under the Option to  Accelerate  Death  Benefits  (Living  Benefits
Rider). See "DEATH BENEFIT" at page ____.
    

CAN I EXAMINE THE POLICY?

Yes.  You  have  the  right  to  examine  and  cancel  your  Policy  by 
 returning  it  to  us or  to  one  of  our
representatives, generally by the later of:

     o    45 days after the application for the Policy is signed, or

   
     o   10 days after you receive the Policy (or a longer period as required by
         state law for replacement  policies or for other reasons).  We refer to
         this 10-day or longer period as the "state free look period"
    

In some states,  the 45 day period  noted above does not apply,  and only the 10
day (or longer) provision applies.

This right to examine and cancel  your  Policy is often  referred to as the free
look right.

If your Policy  provides for a full refund  under its "Right to Examine  Policy"
provision as required in your state, and you exercise your free look right, your
refund will be the total of payments made to the Policy.

If your Policy does not  provide  for a full refund and you  exercise  your free
look right, you will receive, with regard to your Policy,

     o    Amounts allocated to the Fixed Account plus

     o    The current value in the Separate Account plus

     o    All fees, charges and tax deductions which have been imposed

After an increase  in face  amount,  a right to examine and cancel the  increase
also applies. See "FREE LOOK PERIOD" at page ___.

WHAT ARE MY INVESTMENT CHOICES?

The  Policy  gives you an  opportunity  to select  among a number of  investment
options,  including sub-accounts and a Fixed Account.  Seventeen portfolios from
eight mutual funds,  each fund having its own adviser(s),  offer a wide range of
investment objectives. The available sub-accounts are as follows:

Janus Aspen Worldwide Growth Morgan Stanley UF International  Magnum Dreyfus VIF
Small Cap OCC Accumulation  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 OCC  Accumulation  Trust Managed Morgan
Stanley UF High Yield  Morgan  Stanley UF Fixed  Income  Transamerica  VIF Money
Market

This range of  investment  choices  allows you to allocate  your money among the
sub-accounts to meet your  investment  needs. If your Policy provides for a full
refund under its "Right to Examine Policy"  provision as required in your state,
after the policy is issued by us we will allocate all sub-account investments to
the sub-account investing in the Money Market Portfolio of Transamerica Variable
Insurance  Fund,  Inc.,  until the end of four  calendar days plus the number of
days under the state free look period  (usually 10 days,  but longer  under some
circumstances).  After this, we will allocate all amounts to the sub-accounts as
you have chosen.

   
The Policy also offers a Fixed  Account,  which  provides a  guaranteed  minimum
interest rate of 4% annually on amounts  allocated to the Fixed Account.  We may
declare a higher  rate.  The Fixed  Account  is part of the  General  Account of
Transamerica.  Amounts  in the Fixed  Account  do not vary  with the  investment
performance of a portfolio.  See "MORE  INFORMATION  ABOUT THE FIXED ACCOUNT" at
page ___.

           INVESTMENT OBJECTIVES AND POLICIES, AND INVESTMENT ADVISERS

A summary of investment  objectives of the portfolios is set forth below. Before
investing,  read carefully the profiles or  prospectuses  of the portfolios that
accompany  this  Prospectus.   Statements  of  Additional  Information  for  the
portfolios  are available on request.  There is no guarantee that the investment
objectives of the portfolios will be achieved. Policy Value may be less than the
aggregate payments made to the Policy.

The boards of the  portfolios  have  responsibility  for the  supervision of the
affairs of the portfolios.  These boards have entered into management agreements
with the investment  advisers  ("Advisers").  These  Advisers,  subject to their
board's review,  are responsible for the daily affairs and general management of
the  portfolios.   The  Advisers  perform  the  respective   administrative  and
management services for the portfolios,  furnish to the portfolios all necessary
office space,  facilities and equipment,  and pay the  compensation,  if any, of
officers and board members who are affiliated with the Advisers.

Each  portfolio  bears all expenses  incurred in its  operation,  other than the
expenses its Advisers assume under the management agreement.  Portfolio expenses
include

        o         Costs to register and qualify the portfolio's shares under 
the Securities Act of 1933 ("1933 Act")

         o         Other fees payable to the SEC

         o         Independent public accountant, legal and custodian fees

         o         Association membership dues, taxes, interest, insurance 
payments and brokerage commissions

         o         Fees and expenses of the board members who are not affiliated
 with the Advisers

The management  fees listed below are fees specified in the applicable  advisory
contract (i.e., before any fee waivers).  The portfolios'  prospectuses  contain
more   detailed   information   on  the   portfolios'   investment   objectives,
restrictions, risks, expenses and Advisers.


The Worldwide  Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner  consistent  with the  preservation  of capital.  It is a
diversified  portfolio that pursues its objective  primarily through investments
in common  stocks  of  foreign  and  domestic  issuers.  The  portfolio  has the
flexibility to invest on a worldwide basis in companies and other  organizations
of any  size,  regardless  of  country  of  organization  or place of  principal
business activity.  The portfolio normally invests in issuers from at least five
different  countries,  including the United  States.  The portfolio may at times
invest in fewer than five countries or even a single country.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first
$300 million plus 0.70% of the next $200
million plus  0.65% of the assets over $500 million.

The International  Magnum Portfolio of the Morgan Stanley Universal Funds, Inc.,
seeks long-term capital appreciation by investing primarily in equity securities
of non-U.S.  issuers  domiciled in EAFE  countries.  The  countries in which the
portfolio  will  invest  are  those   comprising  the  Morgan  Stanley   Capital
International EAFE Index,  which includes  Australia,  Japan, New Zealand,  most
nations located in Western Europe and certain developed  countries in Asia, such
as Hong Kong and Singapore  (collectively the "EAFE  countries").  The portfolio
may invest up to 5% of its total assets in  securities  of issuers  domiciled in
non-EAFE countries. Under normal circumstances, at least 65% of the total assets
of the  portfolio  will be invested in equity  securities of issuers in at least
three different EAFE countries.

Adviser:  Morgan Stanley Asset  Management  Inc.  Management  Fee: 0.80% of the 
first $500 million plus 0.75% of the
next $500 million plus 0.70% of the assets over $1 billion.

The Small  Cap  Portfolio  of the  Dreyfus  Variable  Investment  Fund  seeks to
maximize  capital  appreciation.  It seeks to achieve its objective by investing
principally in common stocks. Under normal market conditions, the portfolio will
invest at least 65% of its total assets in companies with market capitalizations
of less than $1.5 billion at the time of purchase which The Dreyfus  Corporation
believes  to be  characterized  by  new  or  innovative  products,  services  or
processes which should enhance prospects for growth in future earnings.

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

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified  portfolio  consisting  primarily of equity
securities of companies with market  capitalizations of under $1 billion.  Under
normal  circumstances at least 65% of the portfolio's assets will be invested in
equity securities. The majority of securities purchased by the portfolio will be
traded on the New York Stock  Exchange,  the American  Stock  Exchange or in the
over-the-counter market, and will also include options,  warrants,  bonds, notes
and debentures which are convertible into or exchangeable  for, or which grant a
right to purchase or sell, such securities.  In addition, the portfolio may also
purchase  foreign  securities  provided  that they are listed on a  domestic  or
foreign securities  exchange or are represented by American  depository receipts
listed on a  domestic  securities  exchange  or traded in  domestic  or  foreign
over-the-counter markets.

Adviser:  OpCap  Advisors.  Management  Fee:  0.80% of the first $400  million
  plus 0.75% of the next $400  million
plus 0.70% of assets over $800 million.

The Emerging Growth Series of the MFS Variable  Insurance Trust seeks to provide
long-term  growth of  capital.  Dividend  and  interest  income  from  portfolio
securities,  if any, is  incidental  to the  investment  objective  of long-term
growth of capital.  The policy is to invest primarily (i.e., at least 80% of its
assets  under  normal  circumstances)  in common  stocks of  companies  that the
Adviser  believes are early in their life cycle but which have the  potential to
become major enterprises  (emerging growth companies).  While the portfolio will
invest primarily in common stocks, the portfolio may, to a limited extent,  seek
appreciation in other types of securities such as fixed income securities (which
may be unrated),  convertible  securities and warrants when relative values make
such  purchases  appear  attractive  either as individual  issues or as types of
securities  in  certain  economic  environments.  The  portfolio  may  invest in
non-convertible  fixed income  securities  rated lower than  "investment  grade"
(commonly known as "junk bonds") or in comparable unrated  securities,  when, in
the opinion of the Adviser,  such an investment  presents a greater  opportunity
for  appreciation  with comparable  risk to an investment in "investment  grade"
securities.  Under normal market  conditions  the portfolio will invest not more
than 5% of its nets assets in these  securities.  Consistent with its investment
objective and policies  described above, the portfolio may also invest up to 25%
(and generally expects to invest not more than 15%) of its net assets in foreign
securities  (including emerging market securities and Brady Bonds) which are not
traded on a U.S. exchange.

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

The Premier Growth  Portfolio of Alliance  Variable  Products Series Fund, Inc.,
seeks  growth of capital  by  pursuing  aggressive  investment  policies.  Since
investments  will be made based upon their  potential for capital  appreciation,
current  income will be  incidental  to the  objective  of capital  growth.  The
portfolio will invest  predominantly  in the equity  securities  (common stocks,
securities  convertible into commons stocks and rights and warrants to subscribe
for or purchase common stocks) of a limited number of large, carefully selected,
high-quality U.S. companies that, in the judgment of the Adviser,  are likely to
achieve  superior  earnings  growth.  The portfolio  investments  in the 25 such
companies most highly  regarded at any point in time by the Adviser will usually
constitute  approximately 70% of the portfolio's net assets.  The portfolio thus
differs from more typical equity mutual funds by investing most of its assets in
a relatively  small number of intensively  researched  companies.  The portfolio
will, under normal circumstances,  invest at least 85% of the value of its total
assets in the equity securities of U.S. companies.

Adviser:  Alliance Capital Management L.P.  Management Fee:  1%.

The Capital Appreciation  Portfolio of the Dreyfus Variable Investment Fund is a
diversified  portfolio,  the primary investment objective of which is to provide
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary investment objective. During periods which the Sub-Adviser
determines to be of market strength, the portfolio acts aggressively to increase
shareholders'  capital by investing principally in common stocks of domestic and
foreign  issuers,  common stocks with warrants  attached and debt  securities of
foreign governments.  The portfolio will seek investment opportunities generally
in large capitalization  companies (those with market capitalizations  exceeding
$500 million)  which the  Sub-Adviser  believes have the potential to experience
above average and predictable earnings growth.

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

The Research Series of the MFS Variable  Insurance Trust seeks long-term  growth
of capital and future income.  The policy is to invest a substantial  proportion
of its assets in equity securities of companies  believed to possess better than
average prospects for long-term growth. Equity securities in which the portfolio
may invest include the following: common stocks, preferred stocks and preference
stocks,  securities such as bonds,  warrants or rights that are convertible into
stocks and depository  receipts for those  securities.  These  securities may be
listed on securities exchanges,  traded in various  over-the-counter  markets or
have no organized markets. A smaller proportion of the assets may be invested in
bonds, short-term obligations, preferred stocks or common stocks whose principal
characteristic is income production rather than growth. Such securities may also
offer opportunities for growth of capital as well as income. In the case of both
growth  stocks  and  income  issues,  emphasis  is  placed on the  selection  of
progressive,   well-managed  companies.  The  portfolio's  non-convertible  debt
investments,  if any, may consist of "investment  grade"  securities,  and, with
respect to no more than 10% of the  portfolio's  net assets,  securities  in the
lower rated  categories or securities which the Adviser believes to be a similar
quality  to these  lower  rated  securities  (commonly  know as  "junk  bonds").
Consistent  with its  investment  objective and policies  described  above,  the
portfolio  may also  invest up to 20% of its net  assets in  foreign  securities
(including emerging market securities) which are not traded on a U.S. exchange.

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

The Growth  Portfolio of the Transamerica  Variable  Insurance Fund, Inc., seeks
long-term  capital growth.  Common stock (listed 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  portfolio  will be
invested primarily in such equity-type  securities.  When in the judgment of the
Sub-Adviser  market  conditions  warrant,   the  portfolio  may,  for  temporary
defensive purposes, hold part or all of its assets in cash, debt or money market
instruments. The portfolio may invest up to 10% of its assets in debt securities
having a call on common stocks that are rated below investment grade.

Adviser:  Transamerica  Occidental Life Insurance  Company.  Sub-Adviser: 
Transamerica  Investment  Services,  Inc.
Management Fee:  0.75%.

The Income and Growth Portfolio of The Alger American Fund seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio. Except during temporary defensive periods, the portfolio attempts
to invest 100%,  and it is a  fundamental  policy of the  portfolio to invest at
least 65%, of its total assets in dividend paying equity securities. The Adviser
will  favor  securities  it  believes  also  offer   opportunities  for  capital
appreciation.  The  portfolio  may invest up to 35% of its total assets in money
market instruments and repurchase agreements and in excess of that amount (up to
100% of its assets) during temporary defensive periods.

Adviser:  Fred Alger Management, Inc.  Management Fee:  0.625%.

The Growth and Income Portfolio of the Alliance  Variable  Products Series Fund,
Inc.,   seeks   reasonable   current  income  and  reasonable   opportunity  for
appreciation through investments  primarily in dividend-paying  common stocks of
good quality.  Whenever the economic  outlook is  unfavorable  for investment in
common  stock,  investments  in  other  types  of  securities,  such  as  bonds,
convertible bonds,  preferred stock and convertible preferred stocks may be made
by the portfolio.  Purchases and sales of portfolio  securities are made at such
times and in such amounts as are deemed  advisable in light of market,  economic
and other conditions.

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

The  Growth  with  Income  Series  of the MFS  Variable  Insurance  Trust  seeks
reasonable  current  income and  long-term  growth of capital and income.  Under
normal market  conditions,  the portfolio will invest at least 65% of its assets
in equity securities of companies that are believed to have long-term  prospects
for growth and  income.  Equity  securities  in which the  portfolio  may invest
include the following:  common stocks,  preferred  stocks and preference  stock;
securities such as bonds,  warrants or rights that are convertible  into stocks;
and depository receipts for those securities.  These securities may be listed on
securities  exchanges,  traded in  various  over-the-counter  markets or have no
organized  markets.  Consistent  with  its  investment  objective  and  policies
described above, the portfolio may also invest up to 75% (and generally  expects
to invest no more than 15%) of its net assets in foreign  securities  (including
emerging  market  securities  and Brady  Bonds)  which are not  traded on a U.S.
exchange.

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

The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth,
consistent with  preservation of capital and balanced by current income. It is a
diversified portfolio that, under normal circumstances, pursues its objective by
investing 40-60% of its assets in securities selected primarily for their growth
potential  and 40-60% of its assets in securities  selected  primarily for their
income potential.  This portfolio normally invests at least 25% of its assets in
fixed-income  senior  securities,  which include debt  securities  and preferred
stocks.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first
$300 million plus 0.70% of the next $200
million plus  0.65% of the assets over $500 million.

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through  investment in a portfolio  consisting of common stocks,  bonds and
cash  equivalents,  the  percentages  of which will vary based on the  Adviser's
assessments of the relative  outlook for such  investments.  Debt securities are
expected to be  predominantly  investment  grade  intermediate to long term U.S.
Government and corporate  debt,  although the portfolio will also invest in high
quality short term money market and cash  equivalent  securities  and may invest
almost all of its assets in such  securities when the Adviser deems it advisable
in order to preserve  capital.  In addition,  the  portfolio  may also  purchase
foreign  securities  provided  that they are  listed on a  domestic  or  foreign
securities exchange or are represented by American depository receipts listed on
a domestic securities exchange or traded in domestic or foreign over-the-counter
markets.

Adviser:  OpCap  Advisors.  Management  Fee:  0.80% of first  $400  million 
 plus  0.75% of next $400  million  plus
0.70% of the assets over $800 million.

The High Yield  Portfolio of the Morgan Stanley  Universal  Funds,  Inc.,  seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily  in high yield  securities  of U. S. and  foreign  issuers,
including  corporate  bonds and other fixed income  securities and  derivatives.
High yield securities are rated below investment grade and are commonly referred
to as "junk bonds." The portfolio's  average  weighted  maturity will ordinarily
exceed five years and will usually be between five and fifteen years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management  Fee:  0.50% of first
$500  million plus 0.45% of next $500
million plus 0.40% of the assets over $1 billion.

The Fixed Income Portfolio of the Morgan Stanley  Universal  Funds,  Inc., seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing primarily in a diversified  portfolio of U.S. government and agencies,
corporate  bonds,  mortgage  backed  securities,  foreign  bonds and other fixed
income  securities and derivatives.  The portfolio's  average weighted  maturity
will  ordinarily  exceed five years and will usually be between five and fifteen
years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management Fee: 0.40% of the
first $500 million plus 0.35% of the next
$500 million plus 0.30% of the assets over $1 billion.

The Money Market  Portfolio of the  Transamerica  Variable  Insurance Fund,  
Inc., seeks to maximize current income
from money market  securities  consistent with liquidity and the preservation
of principal.  The portfolio  invests
primarily in high quality U. S.  dollar-denominated  money  market  instruments
  with  remaining  maturities  of 13
months or less,  including:  obligations  issued  or  guaranteed  by the U. S.
and  foreign  governments  and their
agencies and  instrumentalities;  obligations  of U. S. and foreign  banks,  or
 their foreign  branches,  and U. S.
savings banks;  short-term  corporate  obligations,  including  commercial
 paper, notes and bonds; other short-term
debt  obligations  with remaining  maturities of 397 days or less; and 
repurchase  agreements  involving any of the
securities  mentioned  above.  The portfolio may also purchase  other 
marketable,  non-convertible  corporate debt
securities of U. S. issuers.  These investments include bonds,  debentures,  
floating rate obligations,  and issues
with optional maturities.

Adviser:  Transamerica  Occidental Life Insurance  Company.  Sub-Adviser:  
Transamerica  Investment  Services,  Inc.
Management Fee:  0.35%.

If there is a material change in the investment  policy of a portfolio,  we will
notify you of the change.  If you have Policy Value allocated to that portfolio,
you may without charge  reallocate  the Policy Value to another  portfolio or to
the Fixed Account. For you to exercise your rights, we must receive your written
request within sixty (60) days of the later of the

         o         Effective date of the change in the investment policy, or

         o         Receipt of the notice of your right to transfer
    

CAN I MAKE TRANSFERS AMONG THE SUB-ACCOUNTS AND THE FIXED ACCOUNT?

Yes.  You may make  transfers  among the  sub-accounts  and the  Fixed  Account,
subject to our  consent and current  rules.  You will incur no current  taxes on
transfers  while your  money is in the  Policy.  A transfer  charge may apply to
certain transfers. See "TRANSFER PRIVILEGE" at page ____.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and  frequency of your  payments are  flexible,  within  limits.  See
"PAYMENTS" at page ____.

WHAT IF I NEED MY MONEY?

You may borrow up to the loan value of your  Policy.  You may also make  partial
withdrawals, and you may surrender the Policy for its surrender value. There are
two types of loans which may be available to you:

     o   A preferred  loan option is available  after the tenth Policy year and,
         after  that  date,  will  apply to any  outstanding  loans and new loan
         requests  unless you revoke the preferred  loan option in writing.  The
         guaranteed  annual  interest rate credited to the portion of the Policy
         Value securing a preferred loan will be not less than 7.5%.

   
     o   A non-preferred  loan option is always available to you. The guaranteed
         annual  interest  rate  credited  to the  portion of the  Policy  Value
         securing a  non-preferred  loan will be not less than 6.0%. The current
         annual  interest rate credited is 7.2%. We may change the interest rate
         credited at any time in our sole discretion.
    

We will  allocate  Policy  loans among the  sub-accounts  and the Fixed  Account
according to your instructions. If you do not make an allocation, we will make a
pro rata  allocation  among  the  sub-accounts  and the Fixed  Account.  We will
transfer  the Policy Value in each  sub-account  equal to the Policy loan to the
Fixed Account. See "POLICY LOANS" at page ___.

You may surrender your Policy and receive its surrender  value.  See "SURRENDER"
at page ___ and  "SURRENDER  CHARGES" at page ___.  After the first Policy year,
you may make partial withdrawals of $500 or more from the Policy Value (provided
you have not  exercised  the  paid-up  insurance  option),  subject  to  partial
withdrawal costs.  Under the Level Option, the face amount and Policy Value will
be  reduced by each  partial  withdrawal  and the  Policy  Value will be further
reduced by the partial withdrawal costs. Under the Adjustable Option, the Policy
Value will be reduced by the amount of the  partial  withdrawal  and the partial
withdrawal costs. We will not allow a partial  withdrawal if it would reduce the
face  amount  below  $50,000.  See  "PARTIAL  WITHDRAWAL"  at page ___ and "WHAT
CHARGES WILL I INCUR UNDER MY POLICY? - Partial Withdrawal Costs" at page ___. A
surrender or partial withdrawal may have tax consequences.  See "TAXATION OF THE
POLICIES" at page ___.

CAN I MAKE FUTURE CHANGES UNDER MY POLICY?

Yes.  There are several changes you can make after receiving your Policy, within
 limits.  You may

     o    Cancel your Policy under its right to examine and cancel provision

     o    Transfer your ownership to someone else

     o    Change the beneficiary

     o    Change the allocation of payments, with no tax consequences under 
current law

     o    Make transfers of Policy Value among the Fixed Account and the sub-
accounts

     o    Adjust the death benefit by increasing or decreasing the face amount

     o    Change your choice of death benefit options between the Level Option
 and Adjustable Option

     o    Add or remove optional insurance benefits provided by rider

CAN I CONVERT MY POLICY INTO A NON-VARIABLE POLICY?

Yes. You can convert your Policy without charge during the first 24 months after
the date of issue or after an increase in face amount.  On  conversion,  we will
transfer  the Policy Value in the  sub-accounts  to the Fixed  Account.  We will
allocate  all future  payments  to the Fixed  Account,  unless you  instruct  us
otherwise.

WHAT CHARGES WILL I INCUR UNDER MY POLICY?

The  following  charges  will  apply  to your  Policy  under  the  circumstances
described.  Some of these charges apply throughout the Policy's duration.  Other
charges  apply only if you choose  options  under the Policy.  See  "CHARGES AND
DEDUCTIONS" at page ___.

     o    Charges deducted from payments.

         Payment  Expense  Charge - From each payment,  we will deduct a payment
         expense  charge,  currently  equal to 4.0% of the payment.  The payment
         expense charge is deducted for state and local premium  taxes,  federal
         income tax treatment of Deferred  Acquisition  Costs,  and a portion of
         Policy sales and administrative expenses.

     o    We deduct the following monthly charge from Policy Value:

         Monthly  Insurance  Protection  Charge  - This  charge  is the  cost of
         insurance, including optional insurance benefits provided by rider.

     o    The following expenses are charged against or reflected in the 
Separate Account:

         Administration  Charge - We  deduct  this  charge  during  the first 20
         Policy  years only.  It is a daily  charge at a rate  equivalent  to an
         annual rate of 0.15% of the daily net asset value of each  sub-account.
         This charge is eliminated after the twentieth Policy year. We currently
         waive this charge  (subject to state law) after the tenth  Policy year,
         but we  reserve  the right to  implement  this  charge  after the tenth
         Policy year.

         Mortality  and  Expense  Risk  Charge - We  impose a daily  charge at a
         current  rate  equivalent  to an annual  rate of 0.65% of the daily net
         asset value of each sub-account.  We may increase this charge,  subject
         to state and  federal  law,  to a daily  rate  equivalent  to a rate no
         greater than 0.80% annually.

         Portfolio Expenses - The portfolios incur investment  advisory fees and
         other expenses, which are reflected in the sub-accounts of the Separate
         Account.  The levels of fees and expenses vary among the portfolios and
         are  described  below  under  "WHAT  ARE THE  EXPENSES  AND FEES OF THE
         PORTFOLIOS?" at page ____.

   
     o   Charges designed to reimburse us for Policy  administrative costs apply
         under the following circumstances:
    

         Charge for Change in Face  Amount - For each  increase  or  decrease in
         face amount you request, we deduct a charge of $40 from Policy Value.

         Transfer  Charge - The first 12  transfers  of Policy Value in a Policy
         year are free. A current  transfer  charge of $10, never to exceed $25,
         applies for each additional transfer in the same Policy year.

         Other Administrative Charges - We reserve the right to charge for other
         administrative  costs we incur.  While there are no current charges for
         these costs, we may impose a charge (guaranteed never to exceed $25 per
         occurrence) for

              o    Changing net payment allocation instructions

              o    Changing the allocation of monthly insurance protection
charges among the various sub-accounts

              o    Providing  more than one  projection  of values  during a 
Policy  year in addition to your annual
                  statement

   
     o The charges below apply only if you surrender your Policy or make partial
withdrawals:
    

         Surrender  Charges-  The  charges  only  apply if,  during the time the
         charges are in effect, you request a full surrender of your Policy or a
         decrease in face  amount.  The  surrender  charges are intended to help
         compensate   us  for  certain   administrative   expenses  and  certain
         distribution expenses.

         The surrender charges are computed on the date of issue for the initial
         face  amount  and  apply  for ten  years  from the date of  issue.  New
         surrender  charges are computed  for any  increase in face amount.  The
         surrender  charges for a face amount  increase apply for ten years from
         the date the increase is effective,  and those  surrender  charges only
         apply to the face amount increase.

   
         The  amount of the  surrender  charges is equal to a rate per $1,000 of
         face amount. The rate varies by age and sex of the Insured,  as well as
         the Policy  duration (or duration  since the increase in face  amount).
         Surrender  charge  rates  decrease  each  Policy  year  on  the  Policy
         anniversary  for the  initial  face  amount  and on  each  twelve-month
         anniversary  of the  effective  date of a face amount  increase for the
         charges associated with the increase.
    

         Partial  Withdrawal  Costs - We deduct  the  following  from the Policy
Value for partial withdrawals:

              o    A  transaction  fee of  2.0% of the  amount  withdrawn,  not
 to  exceed  $25,  for  each  partial
                  withdrawal for processing costs

             o    A  partial  withdrawal  charge  of 5.0% of the  amount 
 withdrawn  which  exceeds  the  "Free 10%
                  Withdrawal," described below

         The partial withdrawal charge does not apply to:

              o   That part of a withdrawal  equal to 10% of the Policy Value in
                  a Policy  year less  prior free  withdrawals  made in the same
                  Policy year ("Free 10% Withdrawal")

              o    Withdrawals when no surrender charges apply

         We reduce  the  Policy's  outstanding  surrender  charges,  if any,  by
         partial withdrawal charges that we previously deducted.

WHAT ARE THE EXPENSES AND FEES OF THE PORTFOLIOS?

In addition to the charges  described above,  certain  management fees and other
expenses are deducted from the assets of the underlying  portfolios.  The levels
of fees and expenses vary among the  portfolios.  The following  table shows the
management  fees and other expenses and total  portfolio  annual expenses of the
portfolios for 1996. For more  information  concerning  these fees and expenses,
see the prospectuses of the portfolios.
<TABLE>
<CAPTION>

                                                Portfolio Expenses

                    (as a percentage of assets after fee waiver and/or expense reimbursement)(1)

                                                                                                     Total
                                                                                                   Portfolio
                                                Management                 Other                    Annual
               Portfolio                         Fees (2)                Expenses                  Expenses

<S>                                               <C>                      <C>                       <C> 
Janus Aspen Worldwide Growth                      0.66                     0.14                      0.80
Morgan Stanley UF International Magnum            0.62                     0.53                      1.15
Dreyfus VIF Small Cap                             0.75                     0.04                      0.79
OCC Accumulation Trust Small Cap                  0.80                     0.22                      1.02
MFS VIT Emerging Growth                           0.75                     0.25                      1.00
Alliance VPF Premier Growth                       0.72                     0.23                      0.95
Dreyfus VIF Capital Appreciation                  0.75                     0.09                      0.84
MFS VIT Research                                  0.75                     0.25                      1.00
Transamerica VIF Growth                           0.75                     0.10                      0.85
Alger American Income & Growth                    0.63                     0.19                      0.82
Alliance VPF Growth & Income                      0.63                     0.19                      0.82
MFS VIT Growth with Income                        0.75                     0.25                      1.00
Janus Aspen Balanced                              0.79                     0.15                      0.94
OCC Accumulation Trust Managed                    0.80                     0.10                      0.90
Morgan Stanley UF High Yield                      0.27                     0.53                      0.80
Morgan Stanley UF Fixed Income                    0.24                     0.46                      0.70
Transamerica VIF Money Market                     0.35                     0.25                      0.60
</TABLE>

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

   
Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios.   Transamerica   has  no  reason  to  doubt  the  accuracy  of  that
information,  but Transamerica has not verified those figures.  In preparing the
table above,  Transamerica has relied on the figures provided by the portfolios.
These  figures  are for the year  ended  December  31,  1996,  except for Morgan
Stanley UF International  Magnum,  High Yield and Fixed Income  Portfolios which
are estimates which assume that each  portfolio's  average daily net assets will
be $50 million, and except for the Transamerica VIF Money Market Portfolio which
are estimates for the year 1998,  its first year of operation.  The expenses for
the  Transamerica  VIF Growth  Portfolio  are  restated  to reflect  the current
expenses   applicable  to  the  Portfolio  after  the   reorganization   of  its
predecessor,  Transamerica Occidental's Separate Account Fund C. Actual expenses
in future years may be higher or lower than these figures.
    

Notes to Fee Table:
   
(1) From time to time,  the  portfolios'  investment  advisers,  each in its own
discretion,  may voluntarily waive all or part of their fees and/or  voluntarily
assume  certain  portfolio  expenses.  The expenses shown in the table reflect a
portfolio's   adviser's  waivers  of  fees  or  reimbursement  of  expenses,  if
applicable.  It is anticipated that such waivers or reimbursements will continue
for calendar years 1997 and 1998.  Without such waivers or  reimbursements,  the
annual expenses for 1996 for certain portfolios would have been, as a percentage
of assets, as follows:
    
<TABLE>
<CAPTION>

                                                                                                 Total Portfolio
          Portfolio                                    Management Fee        Other Expenses      Annual Expense
          ---------                                    --------------        --------------      --------------
<S>                                                    <C>                   <C>                 <C> 
          Janus Aspen Worldwide Growth                 0.77                  0.14                0.91
          Morgan Stanley UF International Magnum       0.80                  0.53                1.33
          OCC Accumulation Trust Small Cap             0.80                  0.26                1.06
          MFS VIT Emerging Growth                      0.75                  0.41                1.16
          Alliance VPF Premier Growth                  1.00                  0.23                1.23
          MFS VIT Research                             0.75                  0.73                1.48
          Transamerica VIF Growth                      0.75                  0.59                1.34
          Alliance VPF Growth & Income                 0.63                  0.32                0.95
          MFS VIT Growth with Income                   0.75                  1.32                2.07
          Janus Aspen Balanced                         0.92                  0.15                1.07
          Morgan Stanley UF High Yield                 0.50                  0.53                1.03
          Morgan Stanley UF Fixed Income               0.40                  0.46                0.86
</TABLE>

The expenses of the Transamerica  VIF Growth Portfolio  reflect all 12 months of
1996,  including the first 10 months of 1996 when the portfolio was organized as
a separate account of Transamerica  Occidental Life Insurance Company; for those
10 months,  the separate account was assessed mortality and expense risk charges
which  will no  longer be  assessed  at the  portfolio  level.  Without  expense
reimbursements,  the other  expenses  for the first  year of  operation  for the
Transamerica  VIF Money Market  Portfolio are expected to be 0.80% There were no
fee waivers or expense  reimbursements  for the Dreyfus VIF Small Cap Portfolio,
Dreyfus VIF Capital  Appreciation  Portfolio,  Alger American  Income and Growth
Portfolio or OCC Accumulation Trust Managed Portfolio.

   
(2) The  management  fee of certain of the  portfolios  includes  breakpoints at
designated asset levels.  Further,  information on these breakpoints is provided
under "INVESTMENT OBJECTIVES AND POLICIES, AND INVESTMENT ADVISERS" at page ____
and in the prospectuses for the portfolios.
    



WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY POLICY?

The Policy will not lapse if you fail to make payments unless:

         o         The surrender value is insufficient to cover the next 
monthly insurance protection charge and
         loan     interest accrued or

         o         The outstanding loan exceeds Policy Value less surrender
charges

In either  situation  there is a 62-day grace  period  during which you must pay
premium sufficient to keep the Policy in force.

   
If you make payments at least equal to minimum  monthly  payments,  we guarantee
that your Policy will not lapse  before the 49th  monthly  processing  date from
date of issue or increase in face amount,  within  limits.  Under the Guaranteed
Death Benefit Rider, if you make payments of a sufficient amount, net of partial
withdrawals,  partial withdrawal charges and any outstanding loans, we guarantee
that your Policy will not lapse.  In order to maintain this  guarantee,  on each
Policy  anniversary  through the final payment date, the total of your payments,
net of partial  withdrawals,  partial  withdrawal  charges  and any  outstanding
loans, must at least equal the guaranteed death benefit premium times the number
of Policy years since the Policy was issued  (adjusted  for Policy  changes,  if
any). The guaranteed  death benefit  premiums are currently 90% of the guideline
level  premium  if you  elected  the Level  Death  Benefit  Option or 75% of the
guideline  level premium if you elected the  Adjustable  Death  Benefit  Option.
Certain other  conditions  may apply and once  terminated  this rider may not be
reinstated. See "POLICY TERMINATION AND REINSTATEMENT" at page ___.
    

You may reinstate  your Policy  within three years  (subject to state law) after
the date of default, within limits.

CAN I ELECT PAID-UP INSURANCE WITH NO FURTHER PREMIUMS DUE?

Yes. The Policy provides a paid-up  insurance option. If this option is elected,
we will  provide  paid-up  insurance  coverage,  usually  having a reduced  face
amount,  for the life of the Insured with no more  premiums  being due under the
Policy.  If you elect this option,  Policy  owner  rights and  benefits  will be
limited. See "PAID-UP INSURANCE OPTION" at page __.

HOW IS MY POLICY TAXED?

The Policy is given federal income tax treatment similar to a conventional fixed
benefit life insurance  policy.  On a withdrawal of Policy Value,  Policy owners
currently  are taxed only on the amount of the  withdrawal  that  exceeds  total
payments. Withdrawals greater than payments made are treated as ordinary income.
During the first 15 Policy years, however, an "income-out first" rule applies to
certain  distributions  required under Section 7702 of the Internal Revenue Code
(the "Code") because of a reduction in benefits under the Policy.

The net death benefit  under the Policy is  excludable  from the gross income of
the beneficiary.  However, in some circumstances federal estate tax may apply to
the net death benefit or the Policy Value.

A Policy may be considered a "modified  endowment  contract."  This may occur if
total  payments  during the first seven  Policy years exceed the total net level
payments  payable if the Policy had provided  certain  paid-up  future  benefits
after  seven  level  annual  payments.  If the Policy is  considered  a modified
endowment  contract,   all  distributions   (including  Policy  loans,   partial
withdrawals,  surrenders and assignments) will be taxed on an "income-out first"
basis.  Also,  a 10% penalty  tax may be imposed on that part of a  distribution
that  is  includible  in  income.   For  more  information,   see  "FEDERAL  TAX
CONSIDERATIONS-MODIFIED ENDOWMENT CONTRACTS" at page ___.



<PAGE>


                                                   SPECIAL TERMS

Age:  how  old the  Insured  is on the  birthday  closest  to the  Date  of  
Issue  and,  subsequently,  the  Policy
anniversary.

Attained  Age:  the  Insured's  age as of the  Insured's  birthday  closest  to
 the  start  of the  policy  year  of
determination.  Attained age is used in the calculation of the Guideline 
Minimum Sum Insured.

Beneficiary:  the person or persons you name to receive the net death benefit
when the Insured dies.

Date of Issue:  the date the  Policy  was  issued.  It is the date used to 
 measure  the  monthly  processing  date,
Policy months, Policy years and Policy anniversaries.

   
Death  Benefit:  the amount  payable  when the Insured  dies before the Maturity
Date,  before  deductions  for any  outstanding  loan and due and unpaid partial
withdrawals,  partial  withdrawal  charges,  and  monthly  insurance  protection
charges.
    

Evidence of Insurability:  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:  the amount of insurance coverage issued.  The initial face amount
 is shown in your Policy.

Final Payment Date: 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  under the  Guaranteed  Death
Benefit Rider.

Fixed Account:  an account that is a part of the General Account and that 
guarantees a fixed interest rate.

General  Account:  all our assets  other than those held in the  Separate 
 Account  and other  separate  accounts we
establish.

Guideline  Minimum  Sum  Insured:  the minimum  death  benefit  required to 
qualify the Policy as a "life  insurance
contract" under federal tax laws.  The guideline minimum sum insured is the 
product of

         o         The Policy Value times

         o         A percentage based on the Insured's attained age

Insured:  the person  insured  under the  Policy.  If the  Insured  dies while 
the Policy is in force and before the
Maturity Date the net death benefit will be paid to the Beneficiary.

Insurance Protection Amount:  the death benefit less the Policy Value.

Internal Revenue Code or Code:  the Internal Revenue Code of 1986, as amended,
and its rules and regulations.

Issuance:  the date we mail the Policy for delivery to you if the application 
is approved.

Loan Value:  the maximum amount you may borrow under the Policy.

Maturity Date: the Policy anniversary nearest the Insured's age 115.

Minimum Monthly Payment:  a monthly amount shown in your Policy. If you pay this
amount, less partial withdrawals, partial withdrawal charges and any outstanding
loans,  we  guarantee  that your Policy will not lapse  before the 49th  monthly
processing  date  from  the date of issue or  increase  in face  amount,  within
limits.

Monthly  Insurance  Protection  Charge:  the amount of money we deduct from 
Policy  Value each month to pay for the
insurance protection amount and any riders.

Monthly  Processing  Date:  the date,  shown in your  Policy,  on which  monthly
  insurance  protection  charges are
deducted.

Net Death  Benefit:  on or before the final  payment date (and before the
 paid-up  insurance  option is  exercised),
the net death benefit is

         o         The death benefit under the elected death benefit option 
(Level Option or Adjustable Option) minus

         o        Any outstanding loan, monthly insurance protection charges due
                  and unpaid through the Policy month in which the Insured dies,
                  as well as any due and unpaid partial  withdrawals and partial
                  withdrawal charges.

After the  final  payment  date (and  except  as  otherwise  provided  under the
Guaranteed Death Benefit Rider), the net death benefit is

         o         101% of the Policy Value minus

         o         Any outstanding loan and any due and unpaid partial
withdrawals and partial withdrawal charges.

If the  paid-up  insurance  option is  exercised,  the net death  benefit is the
paid-up insurance amount minus any outstanding loan.

Net Payment:  your payment less a payment expense charge.

Outstanding Loan:  all unpaid Policy loans plus loan interest due or accrued.

Paid-Up Insurance:  life insurance coverage for the life of the Insured, with 
no further premiums due.

Policy Anniversary:  annual anniversary of the date of issue.

Policy  Change:  any change in the face amount,  the addition or deletion of a
rider,  or a change in death  benefit
option (Level Option or Adjustable Option).

Policy Value:  the total value of your Policy.  It is the sum of the:

         o         Value of the units of the sub-accounts credited to your
Policy  plus

         o         Accumulation in the Fixed Account credited to your Policy

Policy  owner:  the person who may  exercise  all  rights  under the  Policy, 
 with the  consent of any  irrevocable
beneficiary.  "You" and "your" refer to the Policy owner in this Prospectus.

Portfolio:  a mutual fund investment portfolio in which a corresponding 
sub-account invests.

Premium:  a payment you must make to us to keep the Policy in force.

Pro rata Allocation:  an allocation among the Fixed Account and the sub-accounts
in the same  proportion  that,  on the date of  allocation,  the  portion of the
Policy  Value in the Fixed  Account and the portion of the Policy  Value in each
sub-account bear to the total Policy Value net of any outstanding loans.

Separate  Account:  Transamerica  Occidental Life Separate  Account VUL-1 of 
Transamerica  Occidental Life Insurance
Company, one of our separate investment accounts.

Sub-Account:  a subdivision of the Separate Account investing exclusively in 
the shares of a portfolio.

Surrender  Value:  the Policy Value less any  outstanding  loan and surrender
 charges.  The surrender  value is the
amount payable on a full surrender.

Transamerica:  Transamerica  Occidental Life Insurance  Company.  "We", "our"
and "us" refer to Transamerica in this
Prospectus.

Underwriting Class: the insurance risk classification that we assign the Insured
based on the  information in the  application and other evidence of insurability
we consider.  The Insured's underwriting class will affect the monthly insurance
protection charge and the payment required to keep the Policy in force.

Unit:  a measure of your interest in a sub-account.

Valuation  Date:  any day on which  the net  asset  value of the  shares  of 
any  portfolio  and unit  values of any
sub-accounts are computed.  Valuation dates currently occur on

         o         Each day the New York Stock Exchange is open for trading

         o        Other days (other than a day during which no payment,  partial
                  withdrawal or surrender of a Policy was  received)  when there
                  is a sufficient degree of trading in a portfolio's  securities
                  so that the current net asset value of the  sub-account may be
                  materially affected.

Valuation Period:  the interval between two consecutive valuation dates.

   
Variable  Life  Service  Center:  our office at 440 Lincoln  Street,  Worcester
  Massachusetts  01653.  Our mailing
address for all written  requests and other  correspondence  is P.O.  Box 8990,
  Boston,  Massachusetts  02266-8990.
    
Our customer service telephone number is (800) 782-8315.

Written Request:  your request in writing, satisfactory to us, received at our
Variable Life Service Center.



<PAGE>



                                           DESCRIPTION OF TRANSAMERICA,
                                      THE SEPARATE ACCOUNT, AND THE PORTFOLIOS



TRANSAMERICA  OCCIDENTAL LIFE INSURANCE  COMPANY.  Transamerica  Occidental Life
Insurance   Company   ("Transamerica")   is  a  stock  life  insurance   company
incorporated under the laws of the State of California in 1906.  Transamerica is
principally  engaged  in the  sale  of  life  insurance  and  annuity  policies.
Transamerica is a wholly-owned  subsidiary of Transamerica Insurance Corporation
of California, which in turn is a direct subsidiary of Transamerica Corporation.
The home  office of  Transamerica  is 1150  South  Olive  Street,  Los  Angeles,
California 90015.

THE SEPARATE  ACCOUNT.  Transamerica  Occidental  Life  Separate  Account  VUL-1
("Separate  Account") was established by us as a separate account under the laws
of the State of  California,  pursuant  to  resolutions  adopted by our Board of
Directors  on June  11,  1996.  The  Separate  Account  is  registered  with the
Securities and Exchange  Commission ("SEC" or "Commission") under the Investment
Company  Act of 1940  ("1940  Act") as a unit  investment  trust.  It meets  the
definition of a separate account under the federal securities laws. However, the
Commission  does not supervise the  management  of the  investment  practices or
policies of the Separate Account.

The assets used to fund the  variable  part of the Policies are set aside in the
Separate  Account.  The assets of the Separate Account are owned by Transamerica
but  they are  held  separately  from our  other  assets.  Section  10506 of the
California Insurance Code provides that the assets of a separate account are not
chargeable with liabilities  arising out of any other business  operation of the
insurance company (except to the extent provided in the policies). Income, gains
and  losses  incurred  on the  assets in the  Separate  Account,  whether or not
realized, are credited to or charged against the Separate Account without regard
to our other income, gains or losses.  Therefore,  the investment performance of
the Separate  Account is entirely  independent of the investment  performance of
our General Account assets or any other separate account maintained by us.

The  Separate  Account  currently  has  seventeen   sub-accounts  available  for
investment, each of which invests solely in a specific corresponding mutual fund
portfolio. Changes to the sub-accounts may be made at our discretion.

THE PORTFOLIOS.  The portfolios are open-end management  investment companies or
portfolios of series,  open-end  management  companies  registered  with the SEC
under  the  1940 Act and are  usually  referred  to as  mutual  funds.  This SEC
registration  does not involve SEC  supervision of the investments or investment
policies  of the  portfolios.  Shares of the  portfolios  are not offered to the
public but solely to the insurance company separate accounts and other qualified
purchasers as limited by federal tax laws. The assets of each portfolio are held
separate from the assets of the other portfolios.  Each portfolio  operates as a
separate  investment  vehicle.  The  income or losses of one  portfolio  have no
effect on the investment  performance  of another  portfolio.  The  sub-accounts
reinvest dividends and/or capital gains distributions  received from a portfolio
in more shares of that portfolio as retained assets.

The   sub-accounts   available  under  the  Policies  invest  in  the  following
portfolios:
<TABLE>
<CAPTION>

<S>                                               <C>
Income and Growth Portfolio of                       The Alger American Fund

Growth and Income Portfolio and
Premier Growth Portfolio of                          Alliance Variable Products Series Fund, Inc.

Capital Appreciation Portfolio and
Small Cap Portfolio of                               Dreyfus Variable Investment Fund

Balanced Portfolio and
Worldwide Growth Portfolio of                        Janus Aspen Series

Emerging Growth Series
Growth with Income Series and
Research Series of                                   MFS Variable Insurance Trust

Fixed Income Portfolio
High Yield Portfolio and
International Magnum Portfolio of                    Morgan Stanley Universal Funds, Inc.

Managed Portfolio and
Small Cap Portfolio of                               OCC Accumulation Trust

Growth Portfolio and
Money Market Portfolio of                   Transamerica Variable Insurance Fund, Inc.


</TABLE>


                                                     THE POLICY

APPLICATION  FOR A POLICY - We offer Policies to proposed  Insureds 80 years old
and younger.  After receiving a completed  application from a prospective Policy
owner,  we will begin  underwriting  to decide the  insurability of the proposed
Insured.  We may  require  medical  examinations  and other  information  before
deciding  insurability.  We  issue a Policy  only  after  underwriting  has been
completed.  We may  reject an  application  that does not meet our  underwriting
guidelines.

If a prospective  Policy owner makes an initial  payment of at least one minimum
monthly  payment,  we will issue a  conditional  receipt  which  provides  fixed
conditional insurance,  but not until after all its conditions are met. Included
in  these  conditions  are the  completion  of both  parts  of the  application,
completion of all  underwriting  requirements,  and the proposed Insured must be
insurable  under  Transamerica's  rules for insurance  under the Policy,  in the
amount, and in the underwriting class applied for in the application.  After all
conditions are met, the amount of fixed  conditional  insurance  provided by the
conditional  receipt will be the amount applied for, up to a maximum of $250,000
for persons age 16 to 65 and insurable in a standard  underwriting class, and up
to $100,000 for all other ages and underwriting classes.

If you make payments before the date of issuance,  we will allocate the payments
initially  to the Fixed  Account  within  two  business  days of  receipt of the
payments at our Variable Life Service  Center.  If the Policy is not issued,  we
will return to you the amount of your payments.

If your application is approved and the Policy is issued,  we will allocate your
Policy Value within two days of the date we approve your  application  according
to your  allocation  instructions.  However,  if your Policy provides for a full
refund of payments under its "Right to Examine Policy"  provision as required in
your state (see "THE POLICY - "FREE LOOK PERIOD"),  we will  initially  allocate
your  sub-account  investments to the sub-account  investing in the Money Market
portfolio ("Money Market sub-account"). We will also transfer interest earned in
the Fixed Account allocable to the portion of your payment designated by you for
the Separate  Account.  This allocation to the Money Market  sub-account will be
effective for four calendar days plus the state free look period. After this, we
will  allocate  all amounts to the  sub-accounts  according  to your  investment
choices.

FREE LOOK  PERIOD - The Policy  provides  for a free look  period.  You have the
right to examine and cancel your Policy by  returning  it to us or to one of our
representatives by the later of:

         o         45 days after the application for the Policy is signed, or

         o        10 days after you  receive  the Policy (or a longer  period as
                  required  by state law for  replacement  policies or for other
                  reasons). We refer to this 10 day or longer time period as the
                  "state free look period"

In some states,  the 45 day period  noted above does not apply,  and only the 10
day (or longer) provision applies.

If       your  Policy  provides  for a full  refund  under its "Right to Examine
         Policy" provision as required in your state, your
refund will be the  total payments made to the Policy.

If your Policy does not provide for a full refund, you will receive

         o         Amounts allocated to the Fixed Account plus

         o         The Policy Value in the Separate Account plus

         o         All fees, charges and tax deductions which have been imposed

We may delay a refund of any  payment  made by check until the check has cleared
your bank.

After an increase in face amount as a result of your  written  request,  we will
mail or deliver a notice of a free look period for the  increase.  You will have
the right to cancel the increase by the later of

         o         45 days after the application for the increase is signed or

         o         10 days after you receive the new Policy specification pages
 issued for the increase

On  canceling  the  increase,  you will receive a credit to your Policy Value of
charges  deducted  for the  increase.  We will  refund  to you the  amount to be
credited if you request.  We will waive any  surrender  charge  computed for the
increase.

CONVERSION PRIVILEGE - Within 24 months of the date of issue or of the effective
date of an  increase  in  face  amount,  you  can  convert  your  Policy  into a
non-variable  Policy by transferring  the value in the sub-accounts to the Fixed
Account.  The conversion will take effect at the end of the valuation  period in
which we receive, at our Variable Life Service Center,  notice of the conversion
satisfactory to us. There is no charge for this conversion.

We will allocate all future  payments to the Fixed Account,  unless you instruct
us otherwise.

PAYMENTS -  Payments  are  payable to  Transamerica  Occidental  Life  Insurance
Company.  Payments  may be made by mail to our Variable  Life Service  Center or
through  our  authorized  representative.  All net  payments  after the  initial
payment are credited to the Separate  Account or Fixed  Account on the valuation
date of receipt at the Variable Life Service Center.

You may establish a schedule of planned payments. If you do, we will bill you at
regular  intervals.  Making planned  payments will not guarantee that the Policy
will remain in force. The Policy will not necessarily  lapse if you fail to make
planned  payments.  You may make  unscheduled  payments before the final payment
date or skip planned payments.

You may choose a monthly automatic payment method of making payments. Under this
method,  each month we will deduct payments from your checking account and apply
them to your Policy. The minimum payment allowed under this method is $50.

The Policy does not limit  payments as to  frequency  and  number.  However,  no
payment may be less than $100 without our consent.  Payments  must be sufficient
to provide a positive  surrender  value at the end of each  Policy  month or the
Policy may lapse. See "POLICY TERMINATION AND  REINSTATEMENT."  During the first
48  Policy  months  following  the  date of issue  or the  effective  date of an
increase  in face  amount,  a  guarantee  may apply to prevent  the Policy  from
lapsing.  The  guarantee  will apply during this period if we received  payments
from you that,  when  reduced by  outstanding  loans,  partial  withdrawals  and
partial  withdrawal  charges,  equal or  exceed  the  required  minimum  monthly
payments.  The  required  minimum  monthly  payments  are based on the number of
months the Policy, increase in face amount or Policy change that causes a change
in the minimum monthly payment has been in force.  MAKING MONTHLY PAYMENTS EQUAL
TO THE MINIMUM  MONTHLY  PAYMENTS DOES NOT GUARANTEE THAT THE POLICY WILL REMAIN
IN FORCE, EXCEPT AS STATED IN THIS PARAGRAPH.

   
Under the Guaranteed  Death Benefit Rider,  if you make payments of a sufficient
amount,  net  of  partial  withdrawals,   partial  withdrawal  charges  and  any
outstanding  loans,  we guarantee  that your Policy will not lapse.  In order to
maintain this guarantee,  on each Policy  anniversary  through the final payment
date,  the total of your  payments  received by us, net of partial  withdrawals,
partial  withdrawal  charges and any outstanding  loans, must at least equal the
guaranteed  death  benefit  premium  times the number of Policy  years since the
Policy was issued.  The guaranteed  death benefit  premiums are currently 90% of
the  guideline  level  premium  if you  elected  the Level  Option or 75% of the
guideline  level premium if you elected the Adjustable  Option.  A Policy change
may affect the amount of payments necessary to keep the rider in force.  Certain
other  conditions  may  apply,  and  once  terminated  this  rider  may  not  be
reinstated.
    

Total payments may not exceed the current  maximum  payment limits under federal
tax law. These limits will change with a change in face amount,  the addition or
deletion of a rider, or a change between the Level Option and Adjustable Option.
Where total payments would exceed the current maximum  payment  limits,  we will
only  accept  that part of a payment  that will make  total  payments  equal the
maximum. Any part of the payments greater than that amount will first be applied
as a loan repayment,  if you have an outstanding loan, and any remainder will be
returned to you. We will refund to you any excess  amount  (including  interest)
not later  than 60 days  after the end of the  Policy  year in which the  excess
payment  occurred.  However,  we will accept a payment  needed to prevent Policy
lapse during a 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. See "POLICY  TERMINATION AND
REINSTATEMENT."

ALLOCATION  OF NET  PAYMENTS - The net payment  equals the payment made less the
payment  expense  charge.  In the  application  for your Policy,  you decide the
initial  allocation  of  the  net  payment  among  the  Fixed  Account  and  the
sub-accounts.  You may allocate net payments to one or more of the sub-accounts,
but may not have  Policy  Value in more than  seven  sub-accounts  at once.  The
minimum  amount  that  you  may  allocate  to a  sub-account  is 1.0% of the net
payment.  Allocation  percentages must be in whole numbers (for example,  331/3%
may not be chosen) and must total 100%.

You may  change the  allocation  of future net  payments  by written  request or
telephone request. You have the privilege to make telephone requests, unless you
elected not to have the privilege on the application. The policy of Transamerica
and its  representatives and affiliates is that they will not be responsible for
losses  resulting from acting on telephone  requests  reasonably  believed to be
genuine.   We  will  use  reasonable   methods  to  confirm  that   instructions
communicated by telephone are genuine; otherwise, Transamerica may be liable for
any losses from unauthorized or fraudulent instructions. We require that callers
on behalf of a Policy owner identify  themselves by name and identify the Policy
owner by name, date of birth and social security number.  All telephone requests
are tape recorded.  An allocation change will take effect on the date of receipt
of the  notice at the  Variable  Life  Service  Center.  No charge is  currently
imposed for changing payment  allocation  instructions.  We reserve the right to
impose a charge in the  future,  but  guarantee  that the charge will not exceed
$25.

The Policy Value of each sub-account will vary with the investment experience of
the portfolio in which the sub-account  invests.  You bear this investment risk.
Investment   performance  may  also  affect  the  death  benefit.   Review  your
allocations of payments and Policy Value as market conditions and your financial
planning needs change.

TRANSFER PRIVILEGE - Subject to our then current rules, you may transfer amounts
among  the  sub-accounts  or  between  one or more  sub-accounts  and the  Fixed
Account.  (You may not  transfer  that  portion of the Policy  Value held in the
Fixed Account that secures a Policy loan.)

The  transfer  privilege is subject to our consent.  We reserve the right to 
impose  limits on transfers  including,
but not limited to, the

         o         Minimum amount that may be transferred

         o         Minimum amount that may remain in a sub-account following a
 transfer from that sub-account

         o         Minimum period between transfers involving the Fixed Account

        o         Maximum amounts that may be transferred from the Fixed Account

Transfers involving the Fixed Account are currently permitted only if:

        o         There has been at least a ninety (90) day period since the 
last transfer  from the Fixed  Account,
                  and

         o         The  amount  transferred  from the Fixed  Account in each
 transfer  does not exceed the lesser of
                  $100,000 or 25% of the Policy Value

These rules are subject to change by us.

We will  make  transfers  at your  written  request  or  telephone  request,  as
described in "THE POLICY - ALLOCATION OF NET  PAYMENTS."  Transfers are effected
at the value next  computed  after  receipt of the  transfer  order,  except for
automatic transfers.

You may apply for  automatic  transfers  under either the Dollar Cost  Averaging
(DCA) option or the  Automatic  Account  Rebalancing  (AAR) option by submitting
your written request to our Variable Life Service Center. Transfers under either
DCA or AAR are generally  effective on the 15th day of each scheduled  month. If
your  written  request is  received  by us prior to the 15th of the month,  your
option  may  begin as early as the 15th of the  month in which we  receive  your
request.  Otherwise, your option may begin as early as the 15th of the following
month.  You may cancel your election of an option by written request at any time
with  regard to future  transfers.  The DCA option and the AAR option may not be
effective  at the same time on your  Policy.  If you elect one option  and, at a
later  date,  submit  written  request  for the other  option,  your new written
request will be honored, and the previously elected option will be automatically
terminated.

Dollar Cost Averaging.  This option allows you to systematically  transfer a set
dollar  amount from the Money Market  sub-account  on a monthly,  quarterly,  or
semi-annual basis to one or more other sub-accounts.  The minimum amount of each
DCA transfer from the Money Market  sub-account  is $100, and at no time may you
have value in more than seven sub-accounts.  The Dollar Cost Averaging option is
designed to reduce the risk of your purchasing  units only when the price of the
units is high,  but you should  carefully  consider  your  financial  ability to
continue  the option  over a long enough  period of time to purchase  units when
their value is low as well as when it is high.  The DCA option does not assure a
profit or protect  against a loss. The DCA option will  terminate  automatically
when the value of your Money Market sub-account is depleted.

There is no  additional  charge for  electing  the DCA option.  Transfers to the
Fixed  Account are not permitted  under the DCA option.  We reserve the right to
terminate the DCA option at any time and for any reason.

Automatic Account  Rebalancing.  Once your net payments and requested  transfers
have been allocated  among your  sub-account  choices,  the  performance of each
sub-account  may cause your  allocation to shift such that the relative value of
one or more sub-accounts is no longer  consistent with your overall  objectives.
Under the Automatic Account  Rebalancing  option,  the balances in your selected
sub-accounts  can be restored to the  allocation  percentages  you elect on your
written request by transferring  values among the  sub-accounts.  At no time may
you  have  value  in  more  than  seven  sub-accounts.  The  minimum  percentage
allocation for each selected sub-account is 1%, and percentage  allocations must
be in whole numbers. The AAR option is available on a quarterly,  semi-annual or
annual basis.  The minimum total amount of the transfers under the AAR option is
$100 per  scheduled  date.  If the total  transfer  amount is less than $100, no
transfer will occur on that scheduled  date. The AAR option does not guarantee a
profit or protect against a loss.

There is no  additional  charge for  electing  the AAR option.  Transfers to the
Fixed  Account are not permitted  under the AAR option.  We reserve the right to
terminate the AAR option at any time and for any reason.

The first 12 transfers in a Policy year are free.  After that,  we will deduct a
$10 transfer charge from amounts transferred in that Policy year. We reserve the
right to increase the charge, but we guarantee the charge will never exceed $25.

The first  automatic  transfer  for the elected  option  counts as one  transfer
toward  the 12 free  transfers  allowed in each  Policy  year.  Each  subsequent
automatic  transfer  for the  elected  option is free,  and does not  reduce the
remaining number of transfers that are free in a Policy year.

Any transfers  made for a conversion  privilege,  or because of a Policy loan or
material  change  in  investment  Policy  will  not  count  toward  the 12  free
transfers.

DEATH BENEFIT - If the Policy is in force on the date of the Insured's death, we
will,  with  due  proof  of  death,  pay  the net  death  benefit  to the  named
beneficiary.  We will  normally pay the net death  benefit  within seven days of
receiving  due proof of the  Insured's  death,  but we may delay  payment of net
death  benefits.  See  "OTHER  POLICY  PROVISIONS  -  DELAY  OF  PAYMENTS."  The
beneficiary  may receive the net death  benefit in a lump sum or under a payment
option. See "APPENDIX C - PAYMENT OPTIONS."

Before the final payment date and before the paid-up insurance option is
exercised, the net death benefit is

         o         The death benefit provided under the Level Option or 
Adjustable  Option,  whichever is elected and
                  in effect on the date of death plus

         o         Any other insurance on the Insured's life that is provided 
by rider minus

         o        Any   outstanding   loan  and  any  due  and  unpaid   partial
                  withdrawals,  partial withdrawal charges and monthly insurance
                  protection  charges  through  the  Policy  month in which  the
                  Insured dies

After the final payment date and except as otherwise  provided in the Guaranteed
Death Benefit Rider, the net death benefit is

         o         101% of the Policy Value minus

         o         Any outstanding loan and any due and unpaid partial
withdrawals and partial withdrawal charges.

If the  paid-up  insurance  option is  exercised,  the net death  benefit is the
paid-up insurance amount minus any outstanding loan.

In most states, we will compute the net death benefit on the date we receive due
proof of the Insured's death.

LEVEL  OPTION AND  ADJUSTABLE  OPTION - The Policy  provides  two death  benefit
options through the final payment date and before the paid-up  insurance  option
is exercised: the Level Option and the Adjustable Option. You choose the desired
option in the  application.  You may change the option  once per Policy  year by
written request. There is no charge for a change in option.

Under the Level Option, the death benefit is the greater of the

         o          Face amount or

         o         Guideline minimum sum insured

Under the Adjustable Option, the death benefit is the greater of the

         o         Face amount plus Policy Value or

         o         Guideline minimum sum insured

Under both the Level Option and Adjustable  Option,  the death benefit  provides
insurance protection.  Under the Level Option, the death benefit is level unless
the  guideline  minimum sum insured  exceeds the face  amount;  then,  the death
benefit varies as the Policy Value changes.  Under the  Adjustable  Option,  the
death benefit always varies as the Policy Value changes.

At any face  amount,  the death  benefit  will be greater  under the  Adjustable
Option than under the Level Option because the Policy Value is added to the face
amount and included in the death benefit. (If, however, the death benefit is the
guideline  minimum  sum  insured,  then the  death  benefit  will be the  same.)
However, the monthly insurance protection charge will be greater and, therefore,
Policy Value will accumulate at a slower rate than under the Level Option.

If you desire to have payments and investment performance reflected in the death
benefit, you should choose the Adjustable Option. If you desire to have payments
and investment  performance reflected to the maximum extent in the Policy Value,
you should select the Level Option.

Guideline  Minimum  Sum  Insured  -  The  guideline  minimum  sum  insured  is a
percentage  of the Policy Value as set forth in "APPENDIX A - GUIDELINE  MINIMUM
SUM INSURED TABLE." The guideline  minimum sum insured is computed in accordance
with  federal  income  tax laws 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.

Illustration of the Level Option - In this illustration, assume that the Insured
is currently age 40 (attained age) and that there is no outstanding loan.

Under the Level  Option,  a Policy with a $100,000 face amount will have a death
benefit of  $100,000.  However,  because the death  benefit  must be equal to or
greater than 250% of Policy Value, if the Policy Value exceeds $40,000 the death
benefit will exceed the $100,000 face amount.  In this  example,  each dollar of
Policy  Value  above  $40,000  will  increase  the death  benefit by $2.50.  For
example,  a Policy with a Policy Value of $50,000 will have a guideline  minimum
sum insured of $125,000 ($50,000 x 2.50); Policy Value of $60,000 will produce a
guideline  minimum sum insured of $150,000 ($60,000 x 2.50); and Policy Value of
$75,000  will  produce a guideline  minimum  sum insured of $187,500  ($75,000 x
2.50).

Similarly,  if Policy  Value  exceeds  $40,000,  each dollar taken out of Policy
Value will reduce the death benefit by $2.50. If, for example,  the Policy Value
is reduced from $60,000 to $50,000  because of partial  withdrawals,  charges or
negative investment performance, the death benefit will be reduced from $150,000
to $125,000.  If, however,  the product of the Policy Value times the applicable
percentage from the table in Appendix A is less than the face amount,  the death
benefit will equal the face amount.

The applicable  percentage becomes lower as the Insured's age increases.  If the
Insured's  attained age in the above example were, for example,  50 (rather than
40), the applicable percentage would be 185%. The death benefit would not exceed
the $100,000 face amount unless the Policy Value exceeded  $54,054  (rather than
$40,000),  and each dollar then added to or taken from Policy Value would change
the death benefit by $1.85.

Illustration of the Adjustable Option - In this  illustration,  assume that the
 Insured is age 40 (attained age) and
that there is no outstanding loan.

Under the  Adjustable  Option,  a Policy  with a face  amount of  $100,000  will
produce a death  benefit of $100,000 plus Policy  Value.  For example,  a Policy
with Policy Value of $10,000 will produce a death benefit of $110,000  ($100,000
+ $10,000);  Policy Value of $25,000  will  produce a death  benefit of $125,000
($100,000 + $25,000);  Policy Value of $50,000  will produce a death  benefit of
$150,000 ($100,000 + $50,000).  However, the death benefit must be at least 250%
of the Policy  Value.  Therefore,  if the Policy Value is greater than  $66,667,
250% of that amount will be the death  benefit,  which will be greater  than the
face amount plus Policy  Value.  In this  example,  each dollar of Policy  Value
above  $66,667 will  increase the death  benefit by $2.50.  For example,  if the
Policy  Value is $70,000,  the  guideline  minimum sum insured  will be $175,000
($70,000 x 2.50);  Policy Value of $80,000 will produce a guideline  minimum sum
insured of $200,000 ($80,000 x 2.50); and Policy Value of $90,000 will produce a
guideline minimum sum insured of $225,000 ($90,000 x 2.50).

Similarly,  if Policy  Value  exceeds  $66,667,  each dollar taken out of Policy
Value will reduce the death benefit by $2.50. If, for example,  the Policy Value
is reduced from $80,000 to $70,000  because of partial  withdrawals,  charges or
negative investment performance, the death benefit will be reduced from $200,000
to $175,000.  If, however,  the product of the Policy Value times the applicable
percentage  is less  than the face  amount  plus  Policy  Value,  then the death
benefit will be the current face amount plus Policy Value.

The applicable  percentage becomes lower as the Insured's age increases.  If the
Insured's  attained age in the above  example were 50, the death benefit must be
at least 185% of the Policy  Value.  The death  benefit  would be the sum of the
Policy Value plus $100,000  unless the Policy Value  exceeded  $117,647  (rather
than $66,667).  Each dollar added to or subtracted  from the Policy would change
the death benefit by $1.85.

CHANGE TO LEVEL OR ADJUSTABLE  OPTION - You may change the death benefit  option
once each Policy year by written  request,  within limits noted in "LEVEL OPTION
AND  ADJUSTABLE   OPTION."   Changing  options  will  not  require  evidence  of
insurability.  The change takes effect on the monthly processing date on or next
following the date of receipt of the written  request.  We will impose no charge
for changes in death benefit options.

If you change the Level Option to the Adjustable Option, we will decrease the 
face amount to equal

         o         The death benefit under the Level Option minus

         o         The Policy Value on the date of the change

The change may not be made if the face amount  would fall below  $50,000.  After
the  change  from the Level  Option to the  Adjustable  Option,  future  monthly
insurance  protection charges may be higher or lower than if no change in option
had been made.  However,  the insurance  protection amount will always equal the
face amount  unless the  guideline  minimum sum insured  applies.  No  surrender
charges will be imposed for the decrease in face amount resulting solely because
of a change in death  benefit  options from the Level  Option to the  Adjustable
Option.

If you change the  Adjustable  Option to the Level Option,  we will increase the
face amount,  and the new face amount will be equal to the death  benefit  under
the  Adjustable  Option on the date of  change.  The death  benefit  will be the
greater of

         o         The new face amount or

         o         The guideline minimum sum insured

No new  surrender  charge rates or new  surrender  charge period will be imposed
solely because of a change in death benefit  options.  After the change from the
Adjustable  Option to the Level Option,  an increase in Policy Value will reduce
the insurance  protection amount and the monthly insurance  protection charge. A
decrease in Policy Value will increase the insurance  protection  amount and the
monthly insurance protection charge.

A change in death benefit option may result in total payments exceeding the then
current maximum  payment  limitation  under federal tax law. If this occurs,  we
will pay the excess to you.

CHANGE IN FACE AMOUNT - You may  increase or decrease the face amount by written
request. An increase or decrease in the face amount takes effect on the later of

         o         The monthly processing date on or next following the date of
 receipt of your written request or

         o         The date of our approval of your written request, if evidence
 of insurability is required

Increases - You must submit  evidence of  insurability  satisfactory  to us with
your  written  request  for an  increase.  The  consent  of the  Insured is also
required  whenever the face amount is increased.  An increase in face amount may
not be less than $10,000. You may not increase the face amount after the Insured
reaches age 80. A written  request for an increase must include a payment if the
surrender value is less than the sum of

         o         $40 plus

         o         Two minimum monthly payments

On the  effective  date of  each  increase  in face  amount,  we will  deduct  a
transaction  charge of $40 from Policy Value for  administrative  costs. You may
allocate the  deduction to one  sub-account.  If you make no  allocation we will
make a pro rata  allocation.  We will also  compute  surrender  charges  for the
increase.  An increase in the face amount will increase the insurance protection
amount and, therefore, the monthly insurance protection charges. We will provide
you new specification  pages for the Policy indicating the effective date of the
increase and any additional charges due to the increase.

After  increasing the face amount,  you will have the right,  during a free look
period, to have the increase  canceled.  See "THE POLICY - FREE LOOK PERIOD." If
you exercise this right, we will credit to your Policy the charges  deducted for
the increase,  unless you request a refund of these charges. We will also cancel
any surrender charges for the increase.

Decreases - You may  decrease  the face amount by written  request.  The minimum
amount for a decrease  in face amount is  $10,000.  The  minimum  face amount in
force after a decrease is $50,000.  We may limit the  decrease or return  Policy
Value to you,  as you  choose,  if the Policy  would not comply with the maximum
payment limitation under federal tax law. A return of Policy Value may result in
tax liability to you.

A decrease in the face amount will lower the  insurance  protection  amount and,
therefore,  the monthly  insurance  protection  charge. In computing the monthly
insurance  protection charge, a decrease in the face amount will reduce the face
amount in inverse order (i.e.,  first, the most recent  increase,  then the next
most recent increases, then the initial face amount).

On the effective date of a decrease in the face amount,  we will deduct from the
Policy  Value a  transaction  charge of $40 and, if  applicable,  any  surrender
charges.  You may allocate  the  deduction  to one  sub-account.  If you make no
allocation,  we will make a pro rata  allocation.  We will reduce the  surrender
charge by the amount of any surrender charge deducted.  We will provide you with
new  specification  pages  indicating the effective date of the decrease and the
new minimum monthly payment, if any.

   
OPTION TO ACCELERATE  DEATH BENEFITS  (LIVING BENEFITS RIDER) - Subject to state
law and approval,  you may elect to add the Option to Accelerate  Death Benefits
(Living  Benefits  Rider) to your  Policy.  There is no direct  charge  for this
rider.  The rider allows you to receive a portion of the net death benefit while
the Insured is alive,  subject to the conditions of the rider.  You may submit a
written  request to receive the "living  benefit" under this rider if the policy
is in-force and a qualified  physician certifies that the Insured has an illness
or physical condition which is likely to result in the Insured's death within 12
months. You may receive the living benefit either in a single sum or in 12 equal
payments. The option may only be exercised once under the Policy.
    

The amount you may receive is based on the "option amount". The option amount is
the  portion  of the  death  benefit  you  elect to apply  under the rider as an
accelerated  death  benefit.  The option amount must be at least $25,000 and may
not exceed the lessor of

             One-half of the death benefit on the date the option is elected, or
              The amount  that would  reduce the face  amount to  $100,000,  our
              current minimum issue limit, or $250,000

   
The "living  benefit" is the lump sum benefit under this rider and is the amount
used to determine  the monthly  benefit under the rider.  It is the  Actuarially
calculated  present value of the option amount adjusted to reflect the actuarial
present value of lost future  mortality  charges and to reflect any  outstanding
loans.  The  methodology  used  in  this  calculation  is  on  file  with  state
departments  of  insurance,  where  required.  Subject to state law,  an expense
charge of $150 will be deducted  from Policy  Value if you  exercise  the option
under this rider.
    

If you elect to exercise this option, your Policy will be affected as follows:

       A portion  of the  outstanding  loan  will be  deducted  from the  living
         benefit, while the remaining outstanding loan will continue in force

   
       The Policy's death benefit will be decreased by the option  amount,  with
         insurance  decreased or eliminated in inverse order,  starting with the
         most  recent  face amount  increase  and ending  with the initial  face
         amount
    

       Policy value will be reduced in the same proportion as the reduction in
 the death benefit

To the  extent of the  decrease  in face  amount as a result of  exercising  the
option,  we will waive any surrender charges which would otherwise apply to that
decrease in face amount.

The rider is intended to provide a qualified  accelerated  death benefit that is
excludable  from gross income for federal  income tax purposes.  Whether any tax
liability may be incurred, however, depends upon a number of factors.


POLICY VALUE - The Policy Value is the total value of your Policy.  It is the
sum of

         o         Your accumulation in the Fixed Account (including amounts
securing any outstanding loans) plus

         o         The value of your units in the sub-accounts

There is no guaranteed minimum Policy Value. Policy Value on any date depends on
variables that cannot be predetermined.

Your Policy Value is affected by the

         o         Frequency and amount of your net payments

         o         Interest credited in the Fixed Account

         o         Investment performance of your sub-accounts

         o         Partial withdrawals

         o         Loans, loan repayments and loan interest paid or credited

         o         Charges and deductions under the Policy

         o         The death benefit option

Computing Policy Value - We compute the Policy Value on the date of issue and on
each valuation date. On the date of issue, the Policy Value is

   
         o        The value of the amounts  allocated  to the Fixed  Account and
                  sub-account(s),  net of mortality  and expense  risk  charges,
                  administration charges and portfolio expenses (see "THE POLICY
                  APPLICATION FOR A POLICY"), minus
    

         o         The monthly insurance protection charge due

On each valuation date after the date of issue, the Policy Value is the sum of

         o         Accumulations in the Fixed Account plus

         o         The sum of the product of

         o         The  number of units in each sub-account times

         o         The value of a unit in each sub-account on the valuation date

The Unit - We allocate  each net  payment to the  sub-accounts  you  select.  We
credit allocations to the sub-accounts as units.  Units are credited  separately
for each sub-account.

The number of units of each sub-account credited to the Policy is the quotient
of

         o         That part of the net payment allocated to the sub-account 
divided by

         o        The dollar value of a unit on the  valuation  date the payment
                  is  received  at our  Variable  Life  Service  Center (but see
                  "APPLICATION FOR A POLICY" for treatment of payments  received
                  by us before we approve the application)

The number of units will remain fixed  unless  changed by a split of unit value,
transfer, loan, partial withdrawal or surrender. Also, each deduction of charges
from a sub-account  will result in the  cancellation  of units equal in value to
the amount deducted.

The  dollar  value of a unit of a  sub-account  varies  from  valuation  date to
valuation  date based on the  investment  experience of that  sub-account.  This
investment experience reflects the investment performance,  expenses and charges
of the portfolio in which the  sub-account  invests.  The value of each unit was
set at $10.00 on the first  valuation date of each  sub-account.  The value of a
unit on any valuation date after the first valuation date is the product of

         o         The dollar value of the unit on the preceding valuation date
 times

         o         The net investment factor

Net  Investment  Factor - The net  investment  factor  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  portfolio  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 portfolio on shares held in the  sub-account
         if the "ex-dividend" date occurs during the current valuation period

         (c) is the net asset value per share of a  portfolio  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 and

         (e) is a charge for  administration  during a period not  exceeding the
first twenty Policy years

See "CHARGES AGAINST OR REFLECTED IN THE ASSETS OF THE SEPARATE ACCOUNT."

MATURITY  BENEFITS - If the Insured is alive on the maturity  date,  we will pay
the surrender  value as of the maturity date to the Policy owner.  The surrender
value may be paid in a single sum or under a payment option as described below.

PAYMENT  OPTIONS - The net death benefit  payable may be paid in a single sum or
under one or more of the payment options then offered by  Transamerica.  Payment
options  are paid from our General  Account and are not based on the  investment
experience of the Separate  Account.  See "APPENDIX C - PAYMENT  OPTIONS." These
payment  options also are  available  at the  maturity  date or if the Policy is
surrendered.  If no  election  is made,  we will pay the net death  benefit in a
single sum.

OPTIONAL  INSURANCE  BENEFITS - You may add optional  insurance  benefits to the
Policy by rider, as described in "APPENDIX B - OPTIONAL INSURANCE BENEFITS." The
cost of  optional  insurance  benefits  becomes  part of the  monthly  insurance
protection charge,  except that the guaranteed death benefit rider cost is a one
time transaction charge of $25 deducted on the first monthly processing date.

SURRENDER - You may surrender the Policy and receive its surrender value.  The 
surrender value is

         o         The Policy Value minus

         o         Any outstanding loan and surrender charges

We will compute the surrender  value on the  valuation  date on which we receive
your written  request for  surrender.  We will deduct a surrender  charge if you
surrender  the Policy  within 10 full Policy years of the date of issue or of an
increase in face amount. See "CHARGES AND DEDUCTIONS - SURRENDER CHARGES."

The  surrender  value may be paid in a lump sum or under a payment  option  then
offered  by us. See  "APPENDIX  C PAYMENT  OPTIONS."  We will  normally  pay the
surrender value within seven days following our receipt of your written request.
We may delay benefit payments under the circumstances described in "OTHER POLICY
PROVISIONS DELAY OF PAYMENTS."

For important tax consequences of a surrender, see "FEDERAL TAX CONSIDERATIONS."

PARTIAL  WITHDRAWAL  - After  the first  Policy  year (and  before  the  paid-up
insurance option is exercised),  you may withdraw part of the surrender value of
your  Policy on written  request.  Your  written  request  must state the dollar
amount you wish to receive.  You may  allocate  the amount  withdrawn  among the
sub-accounts  and  the  Fixed  Account.   If  you  do  not  provide   allocation
instructions,  we will make a pro rata allocation.  Each partial withdrawal must
be at least  $500.  Under the Level  Option,  the face  amount is reduced by the
partial  withdrawal.  We will not allow a partial  withdrawal if it would reduce
the Level Option face amount below $50,000.

On a partial  withdrawal from a sub-account,  we will cancel the number of units
equal in value to the amount withdrawn.  The amount withdrawn will be the amount
you requested plus the partial  withdrawal  costs. See "CHARGES AND DEDUCTIONS -
PARTIAL  WITHDRAWAL  COSTS." We will normally pay the partial  withdrawal within
seven days  following  our receipt of written  request.  We may delay payment as
described in "OTHER POLICY PROVISIONS - DELAY OF PAYMENTS."

For important tax consequences of partial withdrawals, see "FEDERAL TAX 
CONSIDERATIONS."

PAID-UP  INSURANCE  OPTION - On written  request,  you may elect life  insurance
coverage,  usually for a reduced  amount,  for the life of the  Insured  with no
further  premiums  due.  The  paid-up  insurance  will be 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 elected.  If the  surrender
value  exceeds the net single  premium,  we will pay the excess to you.  The net
single  premium is based on the  Commissioners  Ultimate 1980 Standard  Ordinary
Mortality Tables, Smoker or Non-Smoker,  male or female or unisex with increases
in the  tables  for  non-standard  risks.  Interest  will not be less  than 4.5%
annually.

IF THE PAID-UP  INSURANCE  OPTION IS ELECTED,  THE FOLLOWING POLICY OWNER RIGHTS
AND BENEFITS WILL BE AFFECTED:

         o        As  described  above,  the paid-up  insurance  benefit will be
                  computed  differently from the net death benefit and the death
                  benefit options will not apply

         o         We will not allow transfers of Policy Value from the Fixed
 Account back to the Separate Account

         o         You may not make further payments

         o         You may not increase or decrease the face amount or make 
partial withdrawals

         o         Riders will continue only with our consent

   
You may, after electing paid-up insurance, surrender the Policy for its net cash
value.  The  guaranteed  cash value is the net single  premium  for the  paid-up
insurance  at the  Insured's  age. The net cash value is the cash value less any
outstanding loan. (The cash value will equal the guaranteed cash value unless we
credit  interest at a rate  higher than 4.5%  annually.)  We will  transfer  the
portion of the Policy Value in the  sub-accounts of the Separate  Account to the
Fixed  Account on the date we receive your written  request to elect the paid-up
insurance option.
    

On election of reduced  paid-up  insurance,  the Policy  could become a modified
endowment contract.  If a Policy becomes a modified endowment  contract,  Policy
loans,  partial  withdrawals or surrender will receive  unfavorable  federal tax
treatment. See "FEDERAL TAX CONSIDERATIONS - MODIFIED ENDOWMENT CONTRACTS."

                                               CHARGES AND DEDUCTIONS

The  following  charges  will  apply  to your  Policy  under  the  circumstances
described.  Some of these charges apply throughout the Policy's duration.  Other
charges apply only if you choose options under the Policy.

The charges are for the  services  and  benefits  provided,  costs and  expenses
incurred  and risks  assumed  by us under or in  connection  with the  Policies.
Services and benefits provided by us include:

                     the death benefits, cash and loan benefits provided 
by the Policy

                     investment options, including net payment allocations

                     administration of various elective options under th
 Policy, and

                     the distribution of various reports to Policy owners

Costs and expenses incurred by us include:

                     those associated with underwriting applications and changes
 in face amount and riders

                     various overhead and other expenses associated with
providing the services and benefits
                  related to the Policy

                     sales and marketing expenses, and

                     other costs of doing business,  such as federal,  state 
and local premium and other taxes
                  and      fees

   
Risks  assumed by us  include  the risks  that  Insureds  may live for a shorter
period of time than estimated resulting in the payment of greater death benefits
than  expected,  and that the costs of providing the services and benefits under
the Policies will exceed the charges deducted.
    

PAYMENT EXPENSE CHARGE - Currently,  we deduct 4.0% of each payment as a payment
expense charge. This charge is for state and local premium taxes, federal income
tax  treatment  of Deferred  Acquisition  Costs,  and certain  Policy  sales and
administrative expenses.

Premium tax rates vary from state to state and are a percentage of payments made
by Policy owners to us. Currently, rates in the fifty states and the District of
Columbia range between 0.75% and 3.5%.  Since we are subject to retaliatory tax,
the  effective  premium  tax for us  typically  ranges  between  2.35% and 3.5%.
Typically,   we  pay  premium   taxes   (including   retaliatory   tax)  in  all
jurisdictions, but the payment expense charge would be deducted, even if we were
not subject to premium or retaliatory tax in a state.

We may increase or decrease the payment expense charge to reflect changes in our
expenses for taxes.

MONTHLY  INSURANCE  PROTECTION  CHARGE - Before the final  payment date, on each
monthly  processing date we will deduct a monthly  insurance  protection  charge
from your Policy Value.  This charge is the cost for insurance  protection under
the Policy, including optional insurance benefits provided by rider.

We deduct the monthly  insurance  protection  charge on each monthly  processing
date  starting  with the  date of  issue.  You may  allocate  monthly  insurance
protection charges to one sub-account. If you make no allocation, we will make a
pro rata allocation. If the sub-account you chose does not have sufficient funds
to cover  the  monthly  insurance  protection  charges,  we will make a pro rata
allocation.  We will deduct no monthly  insurance  protection  charges after the
final payment date.

Computing  Monthly  Insurance  Protection  Charge  -  We  designed  the  monthly
insurance  protection charge to compensate us for the anticipated cost of paying
net death benefits under the Policies, as well as to compensate us for a part of
our  acquisition  costs,  taxes,  and  administrative  expenses.  The  charge is
computed  monthly  for the  initial  face  amount and for each  increase in face
amount. Monthly insurance protection charges can vary.

For the  initial  face amount  under the Level  Option,  the  monthly  insurance
protection charge is the product of

         o         The insurance protection rate times

         o        The difference between (a) the initial face amount and (b) the
                  Policy Value (minus any rider  charges at the beginning of the
                  Policy month), divided by 1,000

Under the Level Option, the monthly insurance protection charge decreases as the
Policy Value increases if the guideline minimum sum insured is not in effect.

For the initial face amount under the Adjustable  Option,  the monthly insurance
protection charge is the product of

         o         The insurance protection rate times

         o         The initial face amount, divided by 1,000

For each increase in face amount under the Level Option,  the monthly  insurance
protection charge for the increase is the product of

         o         The insurance protection rate for the increase times

         o        The difference between (a) the increase in face amount and (b)
                  any Policy  value (minus any rider  charges)  greater than the
                  initial  face amount at the  beginning of the Policy month and
                  not allocated to a prior increase, divided by 1,000

For each  increase  in face  amount  under the  Adjustable  Option,  the monthly
insurance protection charge is the product of

         o         The insurance protection rate for the increase times

         o         The increase in face amount, divided by 1,000

If the guideline  minimum sum insured is in effect under either Option,  we will
compute a monthly insurance protection charge for that part of the death benefit
subject to the  guideline  minimum sum insured  that  exceeds the current  death
benefit not subject to the  guideline  minimum sum  insured.  This charge is the
product of

      o         The insurance protection rate for the initial face amount times

         o         The difference between

         o        The  guideline  minimum sum insured and (a) the greater of the
                  face amount or the Policy  Value,  if you  selected  the Level
                  Option,  or (b) the face amount plus the Policy Value,  if you
                  selected the Adjustable Option, divided by 1,000

We will adjust the monthly insurance  protection  charge for any decreases in 
face amount.  See "THE POLICY - CHANGE
IN FACE AMOUNT - DECREASES."

Insurance Protection Rates - We base insurance protection rates on the

         o         Male, female or unisex rate table

         o         Age and underwriting class of the Insured

         o         Effective date of an increase or date of any rider

For unisex  Policies,  sex-distinct  rates do not apply.  For the  initial  face
amount, the insurance protection rates are based on your age at the beginning of
each Policy year.  For an increase in face amount or for a rider,  the insurance
protection  rates are based on your age on the effective date of the increase or
rider and, thereafter, on each anniversary of the effective date of the increase
or rider. We base the current insurance  protection rates on our expectations as
to future mortality  experience.  Rates will not,  however,  be greater than the
guaranteed  insurance protection rates set forth in the Policy. These guaranteed
rates are based on the Commissioners  1980 Ultimate Standard Ordinary  Mortality
Tables,  Smoker or  Non-Smoker,  and the  Insured's sex (except for policies for
which unisex rates apply) and age (with increases in the Tables for non-standard
risks). The Tables used for this purpose set forth different mortality estimates
for  males and  females  (unisex  rates  use male  rates)  and for  smokers  and
non-smokers.  Any  change in the  insurance  protection  rates will apply to all
Insureds of the same age, sex and underwriting  class,  whose Policies have been
in force for the same period.

The underwriting class of an Insured will affect the insurance protection rates.
We currently  place  Insureds into  preferred  underwriting  classes,  preferred
non-standard   underwriting   classes,   standard   underwriting   classes   and
non-standard  underwriting  classes.  The underwriting  classes are also divided
into two categories: smokers and non-smokers. We will place an Insured under age
18 at the date of issue in a standard or  non-standard  underwriting  class.  We
will  then  classify  the  Insured  as a  smoker  at age 18  unless  we  receive
satisfactory  evidence that the Insured is a non-smoker.  Prior to the Insured's
age 18,  we will give you  notice  of how the  Insured  may be  classified  as a
non-smoker.

We compute the insurance  protection rate separately for the initial face amount
and for any  increase in face amount.  However,  if the  Insured's  underwriting
class improves on an increase, the lower insurance protection rate will apply to
the total face amount.

CHARGES  AGAINST OR REFLECTED IN THE ASSETS OF THE SEPARATE  ACCOUNT - We assess
each  sub-account  with a charge for  mortality and expense risks we assume and,
during the first 20 Policy years, a charge for  administration  expenses related
to the Separate Account.  Portfolio  expenses are also reflected in the value of
the assets of the Separate Account.

Administration Charge - For a period not to exceed the first 20 Policy years, we
may  impose a daily  charge  at an  annual  rate of 0.15% of the daily net asset
value in each sub-account. The charge is to help reimburse us for administrative
expenses  incurred  in  the  administration  of the  Separate  Account  and  the
sub-accounts.  The  administrative  functions  and  expenses  we assume  for the
Separate Account and the sub-accounts include

         o         Clerical, accounting, actuarial and legal services

         o         Rent, postage, telephone, office equipment and supplies

         o         The expenses of preparing and printing registration
 statements and prospectuses (not allocable to
                  sales expense)

         o         Regulatory filing fees and other fees

Currently,  the  administration  charge is waived  after the tenth  Policy  year
(subject to state law),  but we reserve the right to impose the charge after the
tenth Policy year.

Mortality and Expense Risk Charge - We impose a daily charge at a current annual
rate of 0.65% of the  average  daily net asset value of each  sub-account.  This
charge  compensates  us for assuming  mortality  and expense  risks for variable
interests in the  Policies.  We may increase  this charge,  subject to state and
federal law, to an annual rate no greater than 0.80%.

The  mortality  risk we assume is that Insureds may live for a shorter time than
anticipated.  If  this  happens,  we will  pay  more  net  death  benefits  than
anticipated. The expense risk we assume is that the expenses incurred in issuing
and   administering   the  Policies  will  exceed  those   compensated   by  the
administration charges in the Policies.

Portfolio Expenses - The value of the units of the sub-accounts will reflect the
management  fee  and  other   expenses  of  the  portfolios   whose  shares  the
sub-accounts  purchase. The management fees and other expenses of the portfolios
are  listed  above  under  "SUMMARY  - WHAT  ARE THE  EXPENSES  AND  FEES OF THE
PORTFOLIOS." The  prospectuses  and Statements of Additional  Information of the
portfolios contain more information concerning the fees and expenses.

No charges are currently  made against the  sub-accounts  for federal or state
 income taxes.  Should income taxes be
imposed, we may make deductions from the sub-accounts to pay the taxes.  See 
"FEDERAL TAX CONSIDERATIONS."

   
SURRENDER CHARGES - The Policy's  surrender charges are designed to reimburse us
for part of the costs of product research and development,  underwriting, Policy
administration,  surrendering  the Policy and part of sales expenses,  including
commissions to our agents,  advertising,  and the printing of  prospectuses  and
sales literature.
    

Surrender charges are computed on the date of issue for the initial face amount.
Surrender  charges  apply  for ten  years  from the  date of  issue.  We  impose
surrender  charges  only if,  during the time the  charges  are  effective,  you
request a full surrender of your Policy or a decrease in face amount.

New  surrender  charges are computed for any increase in face amount.  Surrender
charges for a face  increase  apply for ten years from the date the  increase is
effective.  The new  surrender  charges  computed for an increase in face amount
apply only to the face increase.

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

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.

The surrender  charge  amount which applies in a particular  Policy year on your
Policy is shown on the  specification  pages of your Policy.  New  specification
pages showing the new surrender  charge amounts will be provided to you if there
is an increase or a decrease in face amount on your policy.

If more than one surrender  charge is in effect because of one or more increases
in face amount,  we will apply the surrender  charges in inverse order.  We will
apply surrender and partial withdrawal charges (described below) in this order:

         o         First, those related to the most recent increase

         o         Second, those related to the next most recent increases, and
 so on

         o         Third, those related to the initial face amount

A  surrender  charge may be  deducted  on a  decrease  in the face  amount.  The
surrender  charge will be the  surrender  charge for the face amounts  which are
decreased or eliminated in the order shown above.

Where a decrease  causes a partial  reduction  in an  increase or in the initial
face amount,  we will deduct a proportionate  share of the surrender  charge for
that increase or for the initial face amount. The surrender charge deducted is a
fraction of the charge that would apply to a full surrender. The fraction is the
product of

         o         The decrease divided by the current face amount times

         o         the surrender charge

See "APPENDIX E - MAXIMUM  SURRENDER  CHARGES" for the maximum  surrender charge
rates and an example of how we compute the amount of surrender charges.

PARTIAL WITHDRAWAL COSTS - For each partial withdrawal,  we deduct a transaction
fee of 2.0% of the amount withdrawn, not to exceed $25.

A partial  withdrawal  charge may also be deducted from Policy Value.  After the
first Policy year (and before you exercise the paid-up insurance option), during
each Policy year you may withdraw, without a partial withdrawal charge, up to

         o         10% of the Policy Value on the date we receive the written 
 request at the  Variable  Life Service
                  Center, minus

         o         The total of any prior free withdrawals in the same Policy 
year ("Free 10% Withdrawal")

The right to make the Free 10% Withdrawal is not cumulative  from Policy year to
Policy  year.  For  example,  if only 8% of Policy  Value were  withdrawn in the
second Policy year,  the amount you could  withdraw in future Policy years would
not be increased by the amount you did not withdraw in the second Policy year.

We impose the partial  withdrawal charge on any withdrawal greater than the Free
10% Withdrawal (the "excess withdrawal"  amount).  The maximum charge is 5.0% of
the excess  withdrawal amount up to the surrender charge. If no surrender charge
applies on withdrawal,  no partial  withdrawal charge will apply. We will reduce
the Policy's  outstanding  surrender  charges by the partial  withdrawal  charge
deducted.   The  partial  withdrawal  charge  deducted  will  decrease  existing
surrender  charges in inverse  order  (i.e.,  first the most  recent  increase's
surrender  charges,  then the next most recent  increase's  surrender charges in
succession, and last the initial face amount's surrender charges).

TRANSFER CHARGES - The first 12 transfers in a Policy year are free. After that,
we will deduct a $10  transfer  charge from amounts  transferred  in that Policy
year. We reserve the right to increase the charge, but it will never exceed $25.

If you apply for  automatic  transfers,  the first  automatic  transfer  for the
elected option counts as one transfer  towards the 12 free transfers  allowed in
each Policy  year.  Each future  automatic  transfer  for the elected  option is
without charge and does not reduce the remaining number of transfers that may be
made without charge.

Each of the  following  transfers of Policy Value from the  sub-accounts  to the
Fixed  Account is free and does not count as one of the 12 free  transfers  in a
Policy year:

         o         A conversion within the first 24 months from date of issue 
or increase

         o         A transfer to the Fixed Account to secure a loan

         o        A reallocation of the value in the Money Market sub-account as
                  described  above under  "APPLICATION  FOR A POLICY"  regarding
                  "Right to Examine Policy"

CHARGE FOR CHANGE IN FACE AMOUNT - For each increase or decrease in face amount,
we will deduct a transaction charge of $40 from Policy Value to reimburse us for
the administrative costs of the change.  Unless you specify the sub-account from
which the charge is to be deducted, we will allocate the charge pro rata.

OTHER  ADMINISTRATIVE  CHARGES  - We  reserve  the  right to  charge  for  other
administrative  costs we incur.  While  there are no current  charges  for these
costs, we may impose a charge (guaranteed not to exceed $25 per transaction) for

                  o         Changing net payment allocation instructions

                  o         Changing  the  allocation  of monthly  insurance 
 protection  charges  among the  various
                           sub-accounts and the Fixed Account

                  o         Providing  more than one projection of values in a
Policy year, in addition to the annual
                           statement


                                                    POLICY LOANS

You may borrow money secured by your Policy Value. The total amount of loans you
may have  outstanding  at any time is the loan value.  In the first Policy year,
the loan value is 75% of

         o         The Policy Value minus

         o         Any surrender charges, unpaid monthly insurance protection
charges and outstanding loan interest
         through the end of the Policy year

After the first Policy Year, the loan value is 90% of

         o         The Policy Value minus

         o         Any surrender charges

The loan value and the Policy Value in the first  Policy year or any  subsequent
Policy year are the values on the  valuation  date we receive your request for a
loan at our Variable Life Service Center.

There is no minimum  loan.  We will usually pay the loan within seven days after
we receive the written  request.  We may delay the payment of loans as stated in
"OTHER POLICY PROVISIONS - DELAY OF PAYMENTS".

We will  withdraw  the  amount of the loan from the  sub-accounts  and the Fixed
Account  according  to  your  instructions.  If  you  do  not  provide  us  with
instructions,  we will make a pro rata  withdrawal  of the loan amount.  We will
transfer the portion of the Policy Value in each sub-account equal to the Policy
loan to the Fixed Account to secure the outstanding loan. We will not count this
transfer as a transfer subject to the transfer charge.

The portion of the Policy Value securing the outstanding  loan will earn monthly
interest  in the Fixed  Account  at an annual  rate of at least  6.0%  (7.5% for
preferred loans). NO OTHER INTEREST WILL BE CREDITED.

PREFERRED  LOAN OPTION - A preferred  loan option is  available  after the tenth
Policy year and, after that date,  will apply to any  outstanding  loans and new
loan  requests  unless you revoke the  preferred  loan  option in  writing.  The
guaranteed  annual  interest  rate  credited to the portion of the Policy  Value
securing a preferred loan will be not less than 7.5%.

There is some  uncertainty  as to the tax  treatment  of  preferred  loans.
 Consult a qualified  tax  adviser.  See
"FEDERAL TAX CONSIDERATIONS".

LOAN  INTEREST  CHARGED - Interest  accrues  daily at the  annual  rate of 8.0%.
Interest  is due and payable in arrears at the end of each Policy year or for as
short a period as the loan may exist.  Interest  not paid when due will be added
to the loan amount and bears  interest at the same rate.  If this makes the loan
principal  higher than the portion of the Policy Value in the Fixed Account,  we
will offset this shortfall by transferring  amounts from the  sub-accounts.  The
transferred  amount will be  allocated  proportionately  among the  sub-accounts
which have value in them.

REPAYMENT OF  OUTSTANDING  LOAN - You may pay any loans before  Policy lapse and
before the maturity  date. On the  valuation  date on which we receive your loan
repayment at our Variable Life Service Center, we will allocate that part of the
Policy Value in the Fixed Account that secured a repaid loan to the sub-accounts
and Fixed Account according to your instructions. If you do not make a repayment
allocation,  we will allocate Policy Value according to your most recent payment
allocation  instructions.  However,  loan  repayments  allocated to the Separate
Account  cannot exceed that portion of the Policy Value  previously  transferred
from the Separate Account to secure the outstanding loan.

If the outstanding loan exceeds the Policy Value less the surrender charge,  the
Policy  will be in  default.  We will mail a notice of default to the last known
address of you and any assignee. If you do not make sufficient payment within 62
days after this notice is mailed,  the Policy will terminate with no value.  See
"POLICY TERMINATION AND REINSTATEMENT."

EFFECT OF POLICY LOANS - Policy loans will  permanently  affect the Policy Value
and surrender  value, and may permanently  affect the death benefit.  The effect
could  be  favorable  or  unfavorable,   depending  on  whether  the  investment
performance  of the  sub-accounts  is less  than or  greater  than the  interest
credited to the portion of the Policy  Value in the Fixed  Account  that secures
the loan.

We will deduct any outstanding  loan from the proceeds  payable when the Insured
dies or from a surrender.

If the outstanding  loan on your Policy exceeds the Policy Value minus surrender
charges,  the  Policy  will be in  default.  There is no charge  imposed  solely
because the Policy goes into  default.  If you do not pay the  required  premium
within the grace period, however, the Policy will terminate without value.

If you have an outstanding loan, decreases in Policy Value,  including decreases
due to negative investment results in your sub-account allocations, could result
in default of your Policy.  If you have an outstanding  loan and do not pay loan
interest  when  due,  unpaid  interest  will be added to your loan and will bear
interest at the same rate.  If your  investment  gains are not  sufficient,  the
outstanding  loan  could be  greater  than your  Policy  Value  minus  surrender
charges, resulting in your Policy going into default.

In the  event  the  Policy  lapses or is  otherwise  terminated  while a loan is
outstanding, the loan is foreclosed and this foreclosure will be treated as cash
received  from the  Policy  for  income tax  purposes.  Any cash  received  (the
outstanding  loan plus any other Policy Value less surrender  charges) in excess
of the Policy's tax basis should be taxable as ordinary income.

                                        POLICY TERMINATION AND REINSTATEMENT

TERMINATION - The Policy will be in default if

         o         The surrender  value is insufficient to cover the next
monthly  insurance  protection  charge plus
                  loan interest accrued OR

         o         An outstanding loan exceeds the Policy Value less surrender
 charges

If one of these situations occurs, the Policy will be in default. On the date of
default,  we will send a notice to you and to any assignee of record. The notice
will state the premium due and the date by which it must be paid.  You will then
have a grace period of 62 days, measured from the date of the notice of default,
to make a payment sufficient to prevent termination.

Failure to pay a  sufficient  premium  within the grace  period  will  result in
Policy termination.  If the Insured dies during the grace period, we will deduct
from the net death  benefit any  monthly  insurance  protection  charges due and
unpaid  through the Policy month in which the Insured dies and any other overdue
charge.

During the first 48 Policy months  following the date of issue or an increase in
the face amount based on a request from the Policy owner,  a guarantee may apply
to prevent the Policy from terminating because of insufficient  surrender value.
This  guarantee  applies if,  during this period,  we receive  payments from you
that,  when  reduced by  outstanding  loans,  partial  withdrawals  and  partial
withdrawal  charges,  equal or exceed specified  minimum monthly  payments.  The
specified minimum monthly payments are based on the number of months the Policy,
increase  in face  amount or Policy  change  that causes a change in the minimum
monthly  payment has been in force.  A Policy change that causes a change in the
minimum monthly payment is a change in the face amount, the addition or deletion
of a rider,  or a change in the smoker or non-smoker  underwriting  class on the
Policy.  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.

You may also elect the Guaranteed  Death Benefit Rider.  There is a one time $25
charge for this rider.  The charge is assessed on the first  monthly  processing
date.  Under the  Guaranteed  Death  Benefit  Rider,  if you make  payments of a
sufficient  amount, net of partial  withdrawals,  partial withdrawal charges and
any outstanding loans, we guarantee that your Policy will not lapse. In order to
maintain this guarantee,  on each Policy  anniversary  through the final payment
date, the total of your payments received,  net of partial withdrawals,  partial
withdrawal  charges and any outstanding loans must at least equal the guaranteed
death  benefit  premium  times the number of policy  years  since the policy was
issued, adjusted as applicable for policy changes. See "PAYMENTS."

REINSTATEMENT  - A lapsed Policy may be  reinstated  within three years (or such
other time  period  required by state law) of the date of default and before the
final  payment  date (or,  before the  Maturity  Date,  if the default  occurred
because the outstanding loan exceeded the Policy Value less surrender  charges).
The reinstatement takes effect on the monthly processing date following the date
you submit to us

         o         A written application for reinstatement

         o         Evidence of insurability satisfactory to us

         o         A payment that,  after the deduction of the payment expense 
 charge,  is large enough to cover the
                  minimum amount payable

Policies which have been surrendered may not be reinstated.

Minimum Amount Payable - If reinstatement is requested when less than 48 monthly
insurance  protection charges have been paid since the date of issue or increase
in the face amount, you must pay the lesser of:

         o         The minimum monthly payment for the three months beginning 
on the date of reinstatement or

         o         The sum of

                  o         The amount by which the  surrender  charge(s) 
 on the date of  reinstatement  exceeds the
                           Policy Value on the date of default plus

                  o         Monthly  insurance  protection  charges  for the
 three  months  beginning  on the date of
                           reinstatement

If you request reinstatement more than 48 monthly processing dates from the date
of issue  or  increase  in the face  amount,  you must pay the sum  shown  above
without regard to the three months of minimum  monthly  payments.  Also a lesser
amount may be required if the Guaranteed Death Benefit Rider is in effect.

Surrender  Charge - The  surrender  charge on the date of  reinstatement  is the
surrender charge that would have been in effect had the Policy remained in force
from the date of issue.

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

         .        The net payment  made to reinstate  the Policy and  interest
 earned from the date the payment was
                  received at our Variable Life Service Center plus

         .        The Policy Value less any  outstanding  loan on the date of
default  (not to exceed the  surrender
                  charge on the date of reinstatement) minus

         .        The monthly insurance protection charges due on the date of 
reinstatement

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

                                              OTHER POLICY  PROVISIONS

POLICY OWNER - The Policy owner is the Insured  unless  another  person has been
named as owner in the application. As Policy owner, you are entitled to exercise
all rights under your Policy while the Insured is alive, with the consent of any
irrevocable  beneficiary.  The consent of the Insured is required  whenever  the
face amount is increased.

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

ASSIGNMENT  - You may  assign  a  Policy  as  collateral  or  make  an  absolute
assignment. All Policy rights will be transferred as to the assignee's interest.
The  consent  of the  assignee  may be  required  to  make  changes  in  payment
allocations, make transfers or to exercise other rights under the Policy. We are
not bound by an  assignment  or release  thereof,  unless it is in  writing  and
recorded at our Variable Life Service Center. When recorded, the assignment will
take  effect as of the date the  written  request  was  signed.  Any  rights the
assignment  creates  will be subject to any  payments we made or actions we took
before the assignment is recorded.  We are not  responsible  for determining the
validity of any assignment or release.

The following Policy provisions may vary by state.

LIMIT ON RIGHT TO  CHALLENGE  POLICY - Except for fraud  (unless  prohibited  by
state law) or  nonpayment of premium,  we cannot  challenge the validity of your
Policy if the Insured was alive after the Policy had been in force 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.  Also,  we cannot
challenge  the  validity  of any  increase in the face amount if the Insured was
alive after the increase was in force for two years from the  effective  date of
the increase.

SUICIDE - The net death benefit will not be paid if the Insured commits suicide,
while sane or insane,  within two years from the date of issue. Instead, we will
pay the beneficiary all payments made for the Policy, without interest, less any
outstanding loan and partial withdrawals.  If the Insured commits suicide, while
sane or insane,  within two years from any increase in face amount,  we will not
recognize the increase.  We will pay to the  beneficiary  the monthly  insurance
protection  charges  paid for the  increase,  plus any other  net death  benefit
payable under the policy.

MISSTATEMENT OF AGE OR SEX - If the Insured's age or sex is not correctly stated
in the Policy application,  we will adjust the death benefit under the Policy to
reflect the correct age and sex. The adjusted  death  benefit will be the Policy
Value  plus  the  insurance  protection  amount  that the  most  recent  monthly
insurance protection charge would have purchased for the correct age and sex. We
will not  reduce  the death  benefit  to less  than the  guideline  minimum  sum
insured.  For  a  unisex  Policy,  there  is  no  adjusted  benefit  solely  for
misstatement of sex.
Certain rider benefits may also be adjusted for misstatement of age or sex.

DELAY OF PAYMENTS - Amounts  payable  from the Separate  Account for  surrender,
partial  withdrawals,  net death  benefit,  Policy  loans and  transfers  may be
postponed whenever

         .        The New York Stock Exchange is closed other than customary 
weekend and holiday closings

         .        The SEC restricts trading on the New York Stock Exchange

         .        The SEC  determines  an  emergency  exists,  so that  disposal
  of  securities  is not  reasonably
                  practicable  or it is not reasonably  practicable  to compute
 the value of the Separate  Account's
                  net assets

We may delay paying any amounts  derived  from  payments you made by check until
the check has cleared your bank.

We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months.

                                             FEDERAL TAX CONSIDERATIONS

The  following  description  is a  brief  summary  of some  of the  federal  tax
considerations based on our understanding of the present federal income tax laws
as they are currently interpreted. Legislation may be proposed which, if passed,
could adversely and possibly  retroactively affect the taxation of the Policies.
This summary is not exhaustive, does not purport to cover all situations, and is
not intended as tax advice.  We do not address tax provisions  that may apply if
the Policy owner is a corporation. You should consult a qualified tax adviser to
apply the law to your circumstances.

TRANSAMERICA  OCCIDENTAL  LIFE  INSURANCE  COMPANY  AND THE  SEPARATE  ACCOUNT -
Transamerica  is taxed as a life  insurance  company  under  Subchapter L of the
Code. We file a consolidated  tax return with our parent and  affiliates.  We do
not  currently  charge for any income tax on the  earnings or  realized  capital
gains in the Separate Account.  A charge may apply in the future for any federal
income taxes we incur. The charge may become necessary, for example, if there is
a change in our tax  status.  Any charge  would be designed to cover the federal
income taxes on the investment results of the Separate Account.

Under current laws, Transamerica may incur state and local taxes besides premium
taxes. These taxes are not currently significant.  If there is a material change
in these taxes affecting the Separate  Account,  we may charge for taxes paid or
for tax reserves.

TAXATION  OF THE  POLICIES  - We believe  that the  Policies  described  in this
prospectus are life insurance  contracts under Section 7702 of the Code. Section
7702 affects the taxation of life  insurance  contracts and places limits on the
relationship  of the  Policy  Value  to the  death  benefit.  As life  insurance
contracts,  the net death benefits of the Policies are generally excludable from
the gross income of the  beneficiaries.  In the absence of any guidance from the
Internal  Revenue  Service  ("IRS") on the issue,  we believe that providing the
same amount at risk after age 99 as is  provided at age 99 should be  sufficient
to maintain the  excludibility of the death benefit after age 99. However,  this
lack of specific IRS guidance makes the tax treatment of the death benefit after
age 99  uncertain.  Also,  any  increase in Policy  Value is not  taxable  until
received by you or your designee (but see "MODIFIED ENDOWMENT CONTRACTS").

Federal tax law requires  that the  investment of each  sub-account  funding the
Policies is adequately diversified according to Treasury regulations. We believe
that the portfolios currently meet the Treasury's diversification  requirements.
We will monitor continued compliance with these requirements.

The  Treasury   Department   has   announced   that  previous   regulations   on
diversification  do not provide  guidance  concerning the extent to which Policy
owners may direct their investment assets to divisions of a separate  investment
account  without being treated as the owner of such assets who is taxed directly
on the income from such assets.  Regulations  may provide  such  guidance in the
future. The Policies or our administrative rules may be modified as necessary to
prevent a Policy  owner  from  being  treated  as the owner of any assets of the
Separate Account who is taxed directly on their income.

A surrender, partial withdrawal,  distribution, payment at maturity date, change
in the death benefit option,  change in the face amount,  lapse with Policy loan
outstanding,  or assignment of the Policy may have tax consequences.  Within the
first fifteen Policy years,  a distribution  of cash required under Section 7702
of the Code because of a reduction  of benefits  under the Policy may be taxable
to the Policy  owner as ordinary  income  respecting  any  investment  earnings.
Federal, state and local income, estate, inheritance, and other tax consequences
of ownership or receipt of Policy proceeds depend on the  circumstances  of each
Insured, Policy owner or beneficiary.

POLICY LOANS - Transamerica believes that non-preferred loans received under the
Policy will be treated as an indebtedness of the Policy owner for federal income
tax purposes.  Under current law, these loans will not constitute income for the
Policy  owner  while  the  Policy  is in  force  (but  see  "Modified  Endowment
Contracts").   There  is  a  risk,  however,   that  a  preferred  loan  may  be
characterized by the IRS as a withdrawal and taxed  accordingly.  At the present
time,  the IRS has not issued any guidance on whether loans with the  attributes
of a preferred loan should be treated  differently  from a  non-preferred  loan.
This lack of  specific  guidance  makes the tax  treatment  of  preferred  loans
uncertain.

INTEREST DISALLOWANCE - Under Section 264(a)(4) of the Code, as amended in 1997,
interest  on Policy  loans is  generally  nondeductible  for a Policy  issued or
materially changed after June 8, 1997. In addition, under Section 264(f) certain
policies under which a trade or business (other than a sole  proprietorship or a
business  performing  services  as an  employee)  is directly  or  indirectly  a
beneficiary can subject a taxpayer's  interest  expense to partial  disallowance
(if the  Policy is issued or  materially  changed  after June 8,  1997),  to the
extent such  interest  expense is allocable to the  taxpayer's  unborrowed  cash
values  thereunder.  You  should  consult  your  tax  advisor  on how the  rules
governing  the  non-deductibility  of interest  would  apply in your  individual
situation.

MODIFIED  ENDOWMENT  CONTRACTS - Special rules  described below apply to the tax
treatment of loans and other  distributions  under any life  insurance  contract
that is classified as a modified  endowment contract ("MEC") under Section 7702A
of the Code.  A MEC is a life  insurance  contract  that either fails the "7-pay
test" or is received in exchange for a MEC. In general,  a Policy will fail this
7-pay test if the  cumulative  premiums and other amounts paid for the Policy at
any time during the first 7 contract years (or during any subsequent 7-year test
period resulting from a material change in the Policy) exceed the sum of the net
level  premiums  which  would  have been paid up to such time if the  Policy had
provided for certain paid-up future benefits after the payment of 7 level annual
premiums. If to comply with this 7-pay test limit any premium amount is refunded
with  applicable  interest  no later than 60 days after the end of the  contract
year in which it is  received,  such  refunded  amount will be removed  from the
cumulative amount of premiums that is compared against such 7-pay test limit. If
there is any reduction in the Policy's benefits (e.g., upon a withdrawal,  death
benefit reduction or termination of a rider benefit) during a 7-pay test period,
the  Policy  will be  retested  retroactively  from the start of such  period by
taking  into  account  such  reduced  benefit  level  from such  starting  date.
Generally, any increase in death benefits or other material change in the Policy
may be treated as producing a new contract  for 7-pay test  purposes,  requiring
the start of a new 7-pay test period as of the date of such change.

DISTRIBUTIONS  UNDER MODIFIED  ENDOWMENT  CONTRACTS - Under Section 72(c)(10) of
the Code, loans, withdrawals and other distributions made prior to the Insured's
death under a MEC are includible in gross income on an "income-out-first" basis,
i.e.,  the amount  received is treated as allocable  first to the "income in the
contract"  and then to a tax-free  recovery of the Policy's " investment  in the
contract"  (or "tax  basis").  Generally,  a Policy's  tax basis is equal to its
total premiums less amounts recovered tax-free.  To the extent that the Policy's
cash value (ignoring surrender charges except upon a full surrender) exceeds its
tax basis, such excess constitutes its "income in the contract." However,  under
Code  Section  72(e)(11)(A)(i),  where more than one MEC has been  issued to the
same  policyholder by the same insurer (or an affiliate) during a calendar year,
all such  MEC's are  aggregated  for  purposes  of  determining  the amount of a
distribution  from any such MEC that is includible in gross income. In addition,
any amount  includible in gross income from a MEC  distribution  is subject to a
10% penalty tax on  premature  distributions  under  Section  72(v) of the Code,
unless the  taxpayer  has  attained  age 59 1/2 or is disabled or the payment is
part of a series of  substantially  equal  periodic  payments  for a  qualifying
lifetime period.  Furthermore,  under Section 72(e)(4)(A) of the Code, any loan,
pledge, or assignment of (or any agreement to assign or pledge) any portion of a
MEC's cash value is treated as  producing  an amount  received  for  purposes of
these MEC distribution  rules. It is unclear to what extent this assignment rule
applies to a collateral  assignment that does not secure a loan or pledge (e.g.,
in certain  split-dollar  arrangements).  Under Code  Section  7702A(d)  the MEC
distribution  rules apply not only to all distributions made during the contract
year in which the Policy fails the 7-pay test (and later years), but also to any
distributions made "in anticipation of" such failure, which is deemed to include
any distributions made during the two years prior to such failure.  The Treasury
Department  has not yet issued  regulations or other  guidance  indicating  what
other  distributions  can be treated as made "in anticipation of" such a failure
or how (e.g., as of what date) should "income in the contract" be determined for
purposes  of any  distribution  that is deemed to be made in  anticipation  of a
failure.

                                  VOTING RIGHTS

We are the legal owner of all portfolio  shares held in the Separate Account and
each  sub-account.  As the  owner,  we have the  right to vote at a  portfolio's
shareholder meetings. However, to the extent required by federal securities laws
and  regulations,  we will vote  portfolio  shares that each  sub-account  holds
according to  instructions  received from Policy owners with Policy Value in the
sub-account.   If  any  federal   securities   laws  or   regulations  or  their
interpretation  change to permit us to vote shares in our own right,  we reserve
the right to do so, whether or not the shares relate to the Policies.

We will provide each person having a voting  interest in a portfolio  with proxy
materials and voting instructions.  We will vote shares held in each sub-account
for which no timely  instructions are received in proportion to all instructions
received  for the  sub-account.  We will  also vote in the same  proportion  our
shares held in the Separate Account that do not relate to the Policies.

We will  compute  the  number  of votes  that a policy  owner  has the  right to
instruct on the record date  established  for the portfolio.  This number is the
quotient of

       o         Each Policy owner's Policy Value in the sub-account divided by

         o         The net asset  value of one share in the  portfolio  in which
 the  assets of the  sub-account  are
                  invested

We may disregard  voting  instructions  Policy  owners  initiate in favor of any
change in the  investment  policies or in any  investment  adviser or  principal
underwriter.  Our  disapproval  of any change  must be  reasonable.  A change in
investment  policies  or  investment  adviser  must  be  based  on a good  faith
determination  that the change  would be contrary to state law or  otherwise  is
improper under the objectives and purposes of the portfolios. If we do disregard
voting instructions, we will include a summary of and reasons for that action in
the next report to Policy owners.
<TABLE>
<CAPTION>


                                        DIRECTORS AND PRINCIPAL OFFICERS OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

<S>                                               <C>
         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.

         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.

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

         Richard H. Finn****                                           Director and Executive Vice President of
                                                     Transamerica Corporation since 1993.  Director, President
                                                     and Chief Executive Officer of Transamerica Finance Group,
                                Inc. since 1990.

         David E. Gooding*                  Director and Executive Vice President of TOLIC since 1992.

         Edgar H. Grubb****                                            Director, Executive Vice President and
                                                     Chief Financial Officer of Transamerica Corporation since
                                                     1993.  Senior Vice President of Transamerica Corporation
                                                     1989-1993.

         Frank C. Herringer****                                        Director, President and Chief Executive
                                                     Officer of Transamerica Corporation since 1991.

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

         Richard N. Latzer****                                         Director, Senior Vice President and Chief
                                                     Investment Officer of Transamerica Corporation since 1989.
                                                     Director, President and Chief Executive Officer of
                                                     Transamerica Investment Services, Inc.  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.

         Gary U. Rolle'*                                                        Director, Executive Vice President
                                                     and Chief Investment Officer of Transamerica Investment
                                                     Services, Inc. since 1981.


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

         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.

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

   
         Bruce A. Turkstra*                                            Executive Vice President and Chief
                                                     Information Officer since 1997.  Chief Information Officer
                                                     of Andersen Worldwide from 1991-1997.
    

         Nooruddin S. Veerjee, FSA*                           Director, President of Group Pension Division of
                                                     TOLIC since 1993.    President of Insurance Products
                              Division since 1997.
                                                     Senior  Vice  President  of
                                                     TOLIC  from  1992 to  1993.
                                                     Vice   President  of  TOLIC
                                                     from 1990 to 1992.

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

         Robert A. Watson****                                          Director and Executive Vice President of
                                                     Transamerica Corporation since 1995.  President and Chief
                                                     Executive Officer Westinghouse Financial Services, 1992-1995.

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

         *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 business
         address is 600 Montgomery Street, San Francisco, California 94111.

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.

                                                    DISTRIBUTION

Transamerica  Securities Sales Corporation acts as the principal underwriter and
general distributor of the Policies.  Transamerica  Securities Sales Corporation
is registered  with the SEC as a  broker-dealer  and is a member of the National
Association  of Securities  Dealers.  Broker-dealers  sell the Policies  through
their registered representatives who are appointed by us.

We pay to broker-dealers  who sell the Policy  commissions based on a commission
schedule.  After the date of issue or an  increase in face  amount,  commissions
will be 90% of the first-year payments up to a payment amount we established and
5% of any excess. After the first year,  commissions will be 2% of payments plus
0.30% annually of unloaned Policy Value. To the extent  permitted by NASD rules,
promotional  incentives or payments may also be provided to broker-dealers based
on sales volumes, the assumption of wholesaling functions or other sales-related
criteria.  Other  payments may be made for other  services  that do not directly
involve the sale of the Policies. These services may include the recruitment and
training  of  personnel,  production  of  promotional  literature,  and  similar
services.

We intend to recoup commissions and other sales expenses through

     o    The payment expense charge

     o    The surrender charge

     o    Investment earnings on amounts allocated under the Policies to the
Fixed Account

Commissions paid on the Policies,  including other  incentives or payments,  are
not charged to Policy owners or to the Separate Account.

                                     REPORTS

We will maintain the records for the Separate Account. We will promptly send you
statements of transactions under your Policy, including

     o    Payments

     o    Changes in face amount

     o    Changes in death benefit option

     o    Transfers among sub-accounts and the Fixed Account

     o    Partial withdrawals

     o    Increases in loan amount or loan repayments

     o    Lapse or default for any reason

     o    Reinstatement

We will send an annual  statement  to you that 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 loans. We will send you such
reports containing financial statements and other information for the portfolios
as the 1940 Act requires.

                             PERFORMANCE INFORMATION

We may advertise  "Total Return" and "Average  Annual Total Return"  performance
information based on the periods that the portfolios have been in existence. The
results for any period prior to the Policies being offered will be calculated as
if the Policies had been  offered  during that period of time,  with all charges
assumed to be those applicable to the sub-accounts and the portfolios.

Total  return and  average  annual  total  return are based on the  hypothetical
profile of a  representative  Policy owner and  historical  earnings and are not
intended to indicate  future  performance.  "Total  return" is the total  income
generated net of certain expenses and charges.  "Average annual total return" is
net of the same  expenses and charges,  but  reflects  the  hypothetical  return
compounded annually.  This hypothetical return is equal to cumulative return had
performance  been constant over the entire period.  Average annual total returns
are not the same as yearly  results  and tend to smooth  out  variations  in the
portfolio's return.

Performance  information  under  the  Policies  is  net of  portfolio  expenses,
mortality and expense risk charges,  administration  charges,  monthly insurance
protection charges and surrender charges.

We take a representative Policy owner and assume that

     o    The Insured is a male Age 45, standard non-smoker underwriting class

     o    The Policy owner had allocations in each of the sub-accounts for the
fund durations shown, and

     o    There was a full surrender at the end of the applicable period

We may compare performance information for a sub-account in reports and 
promotional literature to

     o    Standard & Poor's 500 Stock Index ("S & P 500")

     o    Dow Jones Industrial Average ("DJIA")

     o    Shearson Lehman Aggregate Bond Index

     o    Other  unmanaged  indices of unmanaged  securities  widely regarded
 by investors as  representative  of the
         securities markets

     o   Other groups of variable  life  separate  accounts or other  investment
         products tracked by Lipper Analytical Services

     o   Other   services,   companies,   publications,   or  persons   such  as
         Morningstar,  Inc., who rank the investment  products on performance or
         other criteria

     o    The Consumer Price Index

Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect  deductions for insurance and administration  charges,  separate account
charges and fund management costs and expenses.  Performance information for any
sub-account  reflects only the  performance of a hypothetical  investment in the
sub-account during a period. It is not representative of what may be achieved in
the future. However,  performance information may be helpful in reviewing market
conditions  during a period and in considering a portfolio's  success in meeting
its investment objectives.

In advertising,  sales literature,  publications or other materials, we may give
information  on various  topics of  interest  to Policy  owners and  prospective
Policy owners. These topics may include

     o   The  relationship  between  sectors of the economy and the economy as a
         whole  and  its  effect  on  various  securities  markets,   investment
         strategies  and  techniques  (such as value  investing,  market timing,
         dollar  cost  averaging,   asset   allocation  and  automatic   account
         rebalancing)

     o    The advantages and disadvantages of investing in tax-deferred and
 taxable investments

     o    Customer profiles and hypothetical payment and investment scenarios

     o    Financial management and tax and retirement planning

     o   Investment  alternatives to certificates of deposit and other financial
         instruments,   including  comparisons  between  the  Policies  and  the
         characteristics of, and market for, the financial instruments

In each table below,  "One-Year  Total Return" refers to the total of the income
generated  by a  sub-account,  based  on  certain  charges  and  assumptions  as
described in the respective  tables,  for the one-year period ended December 31,
1996.   "Average  Annual  Total  Return"  is  based  on  the  same  charges  and
assumptions, but reflects the hypothetical annually compounded return that would
have produced the same cumulative  return if the  sub-account's  performance had
been constant over the entire period.  Because average annual total returns tend
to smooth out variations in annual performance  return, they are not the same as
actual year-by-year results.


<PAGE>



                                         Table I: SUB-ACCOUNT PERFORMANCE
            (Net of all Charges and Assuming Surrender of the Policy)

   
The  following  performance  information  is  based  on  the  periods  that  the
portfolios  have  been  in  existence.  The  data  is  net  of  expenses  of the
portfolios, all sub-account charges, and all Policy charges (including surrender
charges) for a  representative  Policy.  It is assumed that the Insured is Male,
Age 45,  standard  non-smoker  underwriting  class,  that the face amount of the
Policy is $200,000, the death benefit option is the Level Option, that an annual
payment of $3,800  (approximately  the guideline  level premium) was made at the
beginning  of each  Policy  year,  that  all  payments  were  allocated  to each
sub-account  individually,  and that there was a full surrender of the Policy at
the end of the applicable period. Returns are for the period ending December 31,
1996.
    
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------
                                         Portfolio                     5 Year     10 Year or Life of   Years Since
             Sub-Account                 Inception                     Average     the Portfolio (if  Inception (if
           Investing in the            Date (if less    One Year    Annual Total     Less) Average     Less than 10
       Corresponding Portfolio              than      Total Return     Return     Annual Total Return     Years)
                                         10 Years)
- ---------------------------------------------------------------------------------------------------------------------

   
<S>                                      <C>   <C>        <C>                            <C>               <C> 
Janus Aspen Worldwide Growth             09/13/1993      -97.96%                         1.32%             3.30
Morgan Stanley International Magnum      01/02/1997                                    -100% (1)           0.75
Dreyfus VIF Small Cap                    08/31/1990     -100.00%       25.15%           40.92%             6.34
OCC Accumulation Trust Small Cap (2)     08/01/1988     -100.00%        1.50%            8.00%             8.42
MFS VIT Emerging Growth                  07/24/1995     -100.00%                        -47.16%            1.44
Alliance VPF Premier Growth              06/26/1992     -100.00%                         5.07%             4.52
Dreyfus VIF Capital Appreciation         04/28/1993     -100.00%                        -1.24%             3.68
MFS VIT Research                         07/26/1995     -100.00%                        -48.34%            1.44
Transamerica  VIF Growth                    n/a            n/a           n/a              n/a              n/a
Alger American Income & Growth           11/15/1988     -100.00%       -1.05%            4.14%             8.13
Alliance VPF Growth & Income             01/15/1991     -100.00%        2.24%            2.84%             5.96
MFS VIT Growth with Income               10/09/1995     -100.00%                        -61.21%            1.23
Janus Aspen Balanced                     09/13/1993     -100.00%                        -8.34%             3.30
OCC Accumulation Trust Managed (3)       08/01/1988     -100.00%        6.66%           13.71%             8.42
Morgan Stanley UF High Yield             01/02/1997                                    -100% (1)           0.75
Morgan Stanley UF Fixed Income           01/02/1997                                    -100% (1)           0.75
Transamerica VIF Money Market               n/a                                                            n/a
    
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Sub-account performance is for the period January 2, 1997 through
 September 30, 1997.

(2)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - The Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets of the Small Cap
Portfolio  immediately  after the transaction were $139,812,573 in the Old Trust
and $8,129,274 in the Present Trust. For the period prior to September 16, 1994,
the performance figures for the Small Cap Portfolio of the Present Trust reflect
the performance of the Small Cap Portfolio of the Old Trust.

(3)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - The Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets  of the  Managed
Portfolio  immediately  after the transaction were $682,601,380 in the Old Trust
and  $51,345,102  in the Present  Trust.  For the period prior to September  16,
1994,  the  performance  figures for the Managed  Portfolio of the Present Trust
reflect the performance of the Managed Portfolio of the Old Trust.

Performance   information  reflects  only  the  performance  of  a  hypothetical
investment  during the  particular  time  period on which the  calculations  are
based.  One-year  total return and average annual total return figures are based
on  historical  earnings  and are not intended to indicate  future  performance.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies, characteristics and quality of the portfolio in which a
sub-account  invests and the market conditions during the given time period, and
should not be  considered  as a  representation  of what may be  achieved in the
future.


<PAGE>


                                         Table II: SUB-ACCOUNT PERFORMANCE
            (Excluding Monthly Policy Charges and Surrender Charges)

The  following  performance  information  is  based  on  the  periods  that  the
portfolios have been in existence.  The performance  information is net of total
portfolio expenses, all sub-account charges and premium tax and expense charges.
The data does NOT  reflect  monthly  charges  under the  Policies  or  surrender
charges.  It is  assumed  that an annual  payment of $3,800  (approximately  the
guideline  level  premium  for a  Policy  issued  to a Male,  Age 45,  standard,
non-smoker  underwriting  class for a $200,000  face  amount  with a Level Death
Benefit  Option)  was made at the  beginning  of each  Policy  year and that all
payments were allocated to each  sub-account  individually.  Returns are for the
period ending December 31, 1996.
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
                                           Portfolio                       5 Year       10 Year or Life of   Years Since
   
              Sub-Account                  Inception                       Average      the Portfolio (if     Inception
            Investing in the             Date (if less   One YearTotal  Annual Total   Less) Average Annual    (if Less
        Corresponding Portfolio          than 10 years)     Return         Return          Total Return        than 10
                                           10 Years)      Total Return    RetReturn                             Years)
    
- --------------------------------------------------------------------------------------------------------------------------

   
<S>                                        <C>   <C>        <C>                               <C>                <C> 
Janus Aspen Worldwide Growth               09/13/1993       22.90%                            19.72%             3.30
Morgan Stanley International Magnum        01/02/1997                                       14.74% (1)           0.75
Dreyfus VIF Small Cap                      08/31/1990       11.19%         33.82%             46.37%             6.34
OCC Accumulation Trust Small Cap (2)       08/01/1988       13.06%         12.14%             12.88%             8.42
MFS VIT Emerging Growth                    07/24/1995       11.45%                            18.67%             1.44
Alliance VPF Premier Growth                06/26/1992       16.85%                            16.55%             4.52
Dreyfus VIF Capital Appreciation           04/28/1993       19.58%                            15.44%             3.68
MFS VIT Research                           07/26/1995       16.51%                            17.49%             1.44
Transamerica  VIF Growth                      n/a             n/a            n/a               n/a               n/a
Alger American Income & Growth             11/15/1988       13.97%          9.89%             9.47%              8.13
Alliance VPF Growth & Income               01/15/1991       18.17%         12.80%             11.09%             5.96
MFS VIT Growth with Income                 10/09/1995       18.53%                            18.50%             1.23
Janus Aspen Balanced                       09/13/1993       10.65%                            11.31%             3.30
OCC Accumulation Trust Managed (4)         08/01/1988       16.92%         16.75%             18.26%             8.42
Morgan Stanley UF High Yield               01/02/1997                                       8.42% (1)            0.75
Morgan Stanley UF Fixed Income             01/02/1997                                       2.71% (1)            0.75
Transamerica VIF Money Market                 n/a                                                                n/a
    
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Sub-account performance is for the period January 2, 1997 through
 September 30, 1997.

(2)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - The Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets of the Small Cap
Portfolio  immediately  after the transaction were $139,812,573 in the Old Trust
and $8,129,274 in the Present Trust. For the period prior to September 16, 1994,
the performance figures for the Small Cap Portfolio of the Present Trust reflect
the performance of the Small Cap Portfolio of the Old Trust.

(3)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - The Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets  of the  Managed
Portfolio  immediately  after the transaction were $682,601,380 in the Old Trust
and  $51,345,102  in the Present  Trust.  For the period prior to September  16,
1994,  the  performance  figures for the Managed  Portfolio of the Present Trust
reflect the performance of the Managed Portfolio of the Old Trust.

Performance   information  reflects  only  the  performance  of  a  hypothetical
investment  during the  particular  time  period on which the  calculations  are
based.  One-year  total return and average annual total return figures are based
on  historical  earnings  and are not intended to indicate  future  performance.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies, characteristics and quality of the portfolio in which a
sub-account  invests and the market conditions during the given time period, and
should not be  considered  as a  representation  of what may be  achieved in the
future.

                                LEGAL PROCEEDINGS

There are no pending legal  proceedings  involving  the Separate  Account or its
assets.  Transamerica  is not  involved  in any  litigation  that is  materially
important to its total assets.

                ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right,  subject to law, to make additions to,  deletions from, or
substitutions  for the shares that are held in the  sub-accounts.  We may redeem
the shares of a portfolio and substitute shares of another  registered  open-end
management company if

     o    The shares of the portfolio are no longer available for investment or

     o   In our judgment  further  investment in the portfolio would be improper
         based  on  the  purposes  of  the  Separate  Account  or  the  affected
         sub-account

Where the 1940 Act or other law  requires,  we will not  substitute  any  shares
respecting a Policy  interest in a sub-account  without  notice to Policy owners
and prior  approval of the SEC and state  insurance  authorities.  The  Separate
Account may, as the law allows,  purchase other securities for other policies or
allow a conversion between policies on a Policy owner's request.

We  reserve  the  right to  establish  additional  sub-accounts  funded by a new
portfolio or by another investment company.  Subject to law, we may, in our sole
discretion, establish new sub-accounts or eliminate one or more sub-accounts.

Shares of the portfolios are issued to other separate  accounts of  Transamerica
and its  affiliates  that fund variable  annuity  contracts  ("mixed  funding").
Shares  of the  portfolios  are  also  issued  to other  unaffiliated  insurance
companies  ("shared  funding").  It is conceivable that in the future such mixed
funding or shared funding may be disadvantageous for variable life Policy owners
or variable  annuity  Policy  owners.  Transamerica  does not believe that mixed
funding is currently  disadvantageous  to either variable life insurance  Policy
owners or variable  annuity Policy owners.  Transamerica  will monitor events to
identify any material conflicts among Policy owners because of mixed funding. If
Transamerica  concludes  that  separate  portfolios  should be  established  for
variable life and variable annuity separate accounts, we will bear the expenses.

We may  change the Policy to  reflect a  substitution  or other  change and will
notify  Policy  owners  of the  change.  Subject  to any  approvals  the law may
require, the Separate Account or any sub-accounts may be

     o    Operated as a management company under the 1940 Act

     o    Deregistered under the 1940 Act if registration is no longer required
 OR

     o    Combined with other sub-accounts or our other separate accounts

                                                FURTHER INFORMATION

We have filed a 1933 Act registration  statement for this offering with the SEC.
Under SEC rules and  regulations,  we have omitted from this prospectus parts of
the  registration  statement  and  amendments.   Statements  contained  in  this
prospectus are summaries of the Policy and other legal  documents.  The complete
documents  and  omitted  information  may be obtained  from the SEC's  principal
office in Washington, D.C., on payment of the SEC's prescribed fees.

                                      MORE INFORMATION ABOUT THE FIXED ACCOUNT

This  prospectus  serves as a  disclosure  document  only for the aspects of the
Policy  relating to the  Separate  Account.  For  complete  details on the Fixed
Account,  read the Policy itself.  The Fixed Account and other  interests in our
General  Account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary  provisions.  1933 Act provisions on the accuracy and
completeness of statements made in prospectuses  may apply to information on the
fixed part of the Policy and the Fixed  Account.  The SEC has not  reviewed  the
disclosures in this section of the Prospectus.

GENERAL  DESCRIPTION  - You may  allocate  part or all of your net  payments  to
accumulate at a fixed rate of interest in the Fixed  Account.  The Fixed Account
is a part of our General  Account.  The General Account is made up of all of our
general assets other than those allocated to any separate  account.  Allocations
to the Fixed Account  become part of our General  Account assets and are used to
support insurance and annuity obligations.

   
FIXED ACCOUNT INTEREST - We guarantee  amounts allocated to the Fixed Account as
to principal and a minimum rate of interest.  The interest rates credited to the
portion of 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.  We will
guarantee  initial  interest  rates on amounts  allocated to the Fixed  Account,
either as payments or transfers, to the next Policy anniversary.  At each Policy
anniversary,  we will credit the renewal interest rate effective on that date to
money remaining in the Fixed Account.  We will guarantee this rate for one year.
The initial and the  renewal  interest  rates do not apply to the portion of the
Policy Value in the Fixed Account which secures any outstanding  loan. See below
"TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS."
    

TRANSFERS,  SURRENDERS,  PARTIAL  WITHDRAWALS  AND POLICY LOANS - If a Policy is
surrendered  or if a partial  withdrawal is made, a surrender  charge or partial
withdrawal  charge may be imposed.  On a decrease in face amount,  the surrender
charge  deducted  is a  fraction  of  the  charge  that  would  apply  to a full
surrender.  We deduct partial  withdrawals  from the portion of the Policy Value
allocated to the Fixed Account on a last-in/firstout basis.

The first 12 transfers in a Policy year are free.  After that,  we will deduct a
$10 transfer  charge for each transfer in that Policy year. (We may increase the
charge to a maximum of $25.) The  transfer  privilege  is subject to our consent
and to our then current rules.

Policy  loans may also be made from the portion of the Policy Value in the Fixed
Account.  We will  credit  that part of the  Policy  Value  that is equal to any
outstanding  loan with  interest at an  effective  annual yield of at least 6.0%
(7.5% for preferred loans).

We may delay transfers,  surrenders, partial withdrawals, net death benefits and
Policy loans from the Fixed Account for up to six months. However, if payment is
delayed for 30 days or more, we will pay interest at least equal to an effective
annual yield of 3.0% per year for the deferment.  Amounts from the Fixed Account
used to make  payments on policies that we or our  affiliates  issue will not be
delayed.

INDEPENDENT AUDITORS

   
The consolidated financial statements of Transamerica at December 31, 1996, have
been audited by Ernst & Young LLP, Independent  Auditors,  as set forth in their
report appearing  elsewhere herein,  and are included in reliance on such report
given upon the authority of such firm as experts in accounting and auditing. The
consolidated  financial  statements of  Transamerica at September 30, 1997, have
not been audited.  There are no audited  financial  statements  for the Separate
Account since it had not commenced operations as of the date of this prospectus.
    


                                                FINANCIAL STATEMENTS

Financial Statements for Transamerica are included in this prospectus,  starting
on the next page.  Transamerica  Occidental Life Separate  Account VUL-1 has not
yet commenced operations and, therefore,  no financial statement is included for
the  Separate  Account.  The  financial  statements  of  Transamerica  should be
considered  only as bearing on our  ability  to meet our  obligations  under the
Policy.  They should not be considered as bearing on the investment  performance
of the assets held in the Separate Account.
<PAGE>
                    Audited Consolidated Financial Statements



         Transamerica Occidental Life Insurance Company and Subsidiaries


                                December 31, 1996








<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

Audited Consolidated Financial Statements

December 31, 1996






Audited Consolidated Financial Statements

Report of Independent Auditors...........................  1
Consolidated Balance Sheet...............................  2
Consolidated Statement of Income.........................  3
Consolidated Statement of Shareholder's Equity...........  4
Consolidated Statement of Cash Flows.....................  5
Notes to Consolidated Financial Statements...............  6





<PAGE>





                                                       -2-

2721:T-10
3/20/97




                                         REPORT OF INDEPENDENT AUDITORS



Board of Directors
Transamerica Occidental Life Insurance Company


We have audited the  accompanying  consolidated  balance  sheet of  Transamerica
Occidental Life Insurance  Company and  Subsidiaries as of December 31, 1996 and
1995, and the related consolidated  statements of income,  shareholder's equity,
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of  Transamerica
Occidental  Life  Insurance  Company and  Subsidiaries  at December 31, 1996 and
1995, and the consolidated  results of their operations and their cash flows for
each of the three years in the period ended  December 31,  1996,  in  conformity
with generally accepted accounting principles.

As discussed in Note A, the Company changed its method of accounting for certain
debt securities effective January 1, 1994.


                                ERNST & YOUNG LLP


February 12, 1997




<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>



                                                                                       December 31
                                                                             1996                     1995
                                                                    ---------------------    -------------
                                                                                 (In thousands, except
                                                                                    for share data)
ASSETS

Investments:
<S>                                                                 <C>                      <C>                  
   Fixed maturities available for sale                              $          26,980,676    $          25,997,403
   Equity securities available for sale                                           471,734                  307,881
   Mortgage loans on real estate                                                  716,669                  565,086
   Real estate                                                                     24,876                   38,376
   Policy loans                                                                   442,607                  426,377
   Other long-term investments                                                     66,686                   62,536
   Short-term investments                                                         135,726                  211,500
                                                                    ---------------------    ---------------------
                                                                               28,838,974               27,609,159
Cash                                                                               35,817                   49,938
Accrued investment income                                                         404,866                  394,008
Accounts receivable                                                               297,967                  174,266
Reinsurance recoverable on paid and unpaid losses                                 829,653                1,957,160
Deferred policy acquisitions costs                                              2,138,203                1,974,211
Other assets                                                                      256,382                  257,333
Separate account assets                                                         3,527,950                2,533,424
                                                                    ---------------------    ---------------------

                                                                    $          36,329,812    $          34,949,499
                                                                    =====================    =====================

LIABILITIES AND SHAREHOLDER'S EQUITY

Policy liabilities:
   Policyholder contract deposits                                   $          22,718,955    $          22,057,773
   Reserves for future policy benefits                                          5,275,149                5,245,233
   Policy claims and other                                                        502,331                  542,511
                                                                    ---------------------    ---------------------
                                                                               28,496,435               27,845,517

Income tax liabilities                                                            388,852                  587,801
Accounts payable and other liabilities                                            560,663                  534,866
Separate account liabilities                                                    3,527,950                2,533,424
                                                                    ---------------------    ---------------------
                                                                               32,973,900               31,501,608
Shareholder's equity:
   Common stock ($12.50 par value):
     Authorized--4,000,000 shares
     Issued and outstanding--2,206,933 shares                                      27,587                   27,587
   Additional paid-in capital                                                     335,619                  333,578
   Retained earnings                                                            2,467,406                2,171,412
   Foreign currency translation adjustments                                       (24,472)                 (23,618)
   Net unrealized investment gains                                                549,772                  938,932
                                                                    ---------------------    ---------------------
                                                                                3,355,912                3,447,891
                                                                    ---------------------    ---------------------

                                                                    $          36,329,812    $          34,949,499
                                                                    =====================    =====================
See notes to consolidated financial statements.
</TABLE>


<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>



                                                                                 Year Ended December 31
                                                                        1996             1995             1994
                                                                  ---------------  ---------------  ----------
                                                                                     (In thousands)

Revenues:
<S>                                                               <C>              <C>              <C>            
   Premiums and other considerations                              $     1,798,034  $     1,811,888  $     1,430,019
   Net investment income                                                2,077,232    1,972,759            1,771,575
   Other operating revenue                                                      -                -           13,273
   Net realized investment gains                                           17,471           28,112           20,730
                                                                  ---------------  ---------------  ---------------
             TOTAL REVENUES                                             3,892,737        3,812,759        3,235,597


Benefits:
   Benefits paid or provided                                            2,714,841        2,587,468        2,116,125
   Increase in policy reserves and liabilities                             57,968          236,205          204,159
                                                                  ---------------  ---------------  ---------------
                                                                        2,772,809        2,823,673        2,320,284

Expenses:
   Amortization of deferred policy acquisition costs                      235,180          182,123          176,033
   Salaries and salary related expenses                                   158,699          145,681          133,591
   Other expenses                                                         224,084          200,339          190,500
                                                                  ---------------  ---------------  ---------------
                                                                          617,963          528,143          500,124
                                                                  ---------------  ---------------  ---------------
                                 TOTAL BENEFITS AND EXPENSES            3,390,772        3,351,816        2,820,408
                                                                  ---------------  ---------------  ---------------

             INCOME BEFORE INCOME TAXES                                   501,965          460,943          415,189

Provision for income taxes                                                164,685          149,647          143,491
                                                                  ---------------  ---------------  ---------------

                                                  NET INCOME      $       337,280  $       311,296  $       271,698
                                                                  ===============  ===============  ===============

</TABLE>


See notes to consolidated financial statements.


<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>

                                                                                                                     Net
                                                                                                    Foreign      Unrealized
                                                                   Additional                      Currency      Investment
                                             Common Stock            Paid-in      Retained        Translation       Gains
                                          Shares        Amount       Capital      Earnings        Adjustments     (Losses)
                                                                (In thousands, except for share data)

<S>                <C>                   <C>         <C>          <C>          <C>              <C>           <C>         
Balance at January 1, 1994               2,206,933   $   27,587   $   319,279  $   1,689,534    $   (21,054)  $     63,582

   Cumulative effect of change in
     accounting for investments                                                                                    795,187
   Net income                                                                        271,698
   Dividends declared                                                                (40,000)
   Change in foreign currency
     translation adjustments                                                                         (7,293)
   Change in net unrealized
     investment gains (losses)                                                                                  (1,180,229)

Balance at December 31, 1994             2,206,933       27,587       319,279      1,921,232        (28,347)      (321,460)

   Net income                                                                        311,296
   Capital contributions from                                          14,299
     parent
   Dividends declared                                                                (61,116)
   Change in foreign currency
     translation adjustments                                                                          4,729
   Change in net unrealized
     investment gains (losses)                                                                                   1,260,392

Balance at December 31, 1995             2,206,933       27,587       333,578      2,171,412        (23,618)       938,932

   Net income                                                                        337,280
   Capital contributions from
     parent                                                             2,041
   Dividends declared                                                                (41,286)
   Change in foreign currency
     translation adjustments                                                                           (854)
   Change in net unrealized
     investment gains                                                                                             (389,160)

Balance at December 31, 1996             2,206,933   $   27,587   $   335,619  $   2,467,406    $   (24,472)  $    549,772
                                      ============   ==========   ===========  =============    ===========   ============

</TABLE>


See notes to consolidated financial statements.


<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                     Year Ended December 31
                                                                           1996              1995               1994
                                                                     ---------------   ----------------   ----------
                                                                                        (In thousands)
OPERATING ACTIVITIES
<S>                                                                  <C>               <C>                <C>            
   Net income                                                        $       337,280   $        311,296   $       271,698
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Changes in:
         Reinsurance recoverable                                             (73,328)          (466,669)         (290,926)
         Accounts receivable                                                (159,309)           (58,866)          (31,934)
         Policy liabilities                                                  949,108          1,273,723           804,296
         Other assets, accounts payable and other
           liabilities, and income taxes                                     (32,662)          (252,362)          133,499
       Policy acquisition costs deferred                                    (388,003)          (381,806)         (394,858)
       Amortization of deferred policy acquisition costs                     268,770            191,313           182,312
       Net realized gains on investment transactions                         (51,061)           (37,302)          (27,009)
       Other                                                                 (15,758)           (22,862)         (124,643)
                                                                     ---------------   ----------------   ---------------

                                            NET CASH PROVIDED BY
                                            OPERATING ACTIVITIES             835,037            556,465           522,435


INVESTMENT ACTIVITIES
   Purchases of securities                                                (7,362,635)        (5,667,539)       (9,354,375)
   Purchases of other investments                                           (334,895)          (330,503)         (143,771)
   Sales of securities                                                     5,064,780          3,587,367         4,607,572
   Sales of other investments                                                175,001            155,084           143,815
   Maturities of securities                                                  506,941            341,485         2,251,763
   Net change in short-term investments                                       75,774            (67,337)           38,597
   Other                                                                     (21,358)           (35,384)          (25,354)
                                                                     ---------------   ----------------   ---------------

                                                NET CASH USED BY
                                            INVESTING ACTIVITIES          (1,896,392)        (2,016,827)       (2,481,753)


FINANCING ACTIVITIES
   Additions to policyholder contract deposits                             6,260,653          5,151,428         4,434,726
   Withdrawals from policyholder contract deposits                        (5,173,419)        (3,624,044)       (2,419,915)
   Dividends paid to parent                                                  (40,000)           (60,000)          (40,000)
                                                                     ---------------   ----------------   ---------------

                                            NET CASH PROVIDED BY
                                            FINANCING ACTIVITIES           1,047,234          1,467,384         1,974,811
                                                                     ---------------   ----------------   ---------------

                                     INCREASE (DECREASE) IN CASH             (14,121)             7,022            15,493

Cash at beginning of year                                                     49,938             42,916            27,423
                                                                     ---------------   ----------------   ---------------

                                             CASH AT END OF YEAR     $        35,817   $         49,938   $        42,916
                                                                     ===============   ================   ===============

</TABLE>


See notes to consolidated financial statements.


<PAGE>



TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1996


NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Business:  Transamerica  Occidental  Life  Insurance  Company  ("TOLIC") and its
subsidiaries (collectively,  the "Company"), engage in providing life insurance,
pension  and  annuity   products,   reinsurance,   structured   settlements  and
investments,  which  are  distributed  through  a  network  of  independent  and
company-affiliated  agents and independent  brokers. The Company's customers are
primarily in the United States and Canada.

Basis of Presentation:  The accompanying  consolidated financial statements have
been prepared in accordance with generally accepted accounting  principles which
differ from statutory accounting practices prescribed or permitted by regulatory
authorities.

Use of Estimates:  Certain  amounts  reported in the  accompanying  consolidated
financial  statements are based on the management's best estimates and judgment.
Actual results could differ from those estimates.

New Accounting  Standards:  In June of 1996, the Financial  Accounting Standards
Board issued a new standard on  accounting  for  transfers of financial  assets,
servicing of financial  assets and  extinguishment  of liabilities.  The Company
must adopt the  standard  in 1997.  The  standard  requires  that a transfer  of
financial assets be accounted for as a sale only if certain specified conditions
for surrender of control over the transferred  assets exist.  When adopted,  the
standard is not expected to have a material effect on the consolidated financial
position or results of operations of the Company.

In 1996,  the Company  adopted the Financial  Accounting  Standards  Board's new
standard  on  accounting  for  the  impairment  of  long-lived  assets  and  for
long-lived  assets to be disposed  of. The  standard  requires  that an impaired
long-lived asset be measured based on the fair value of the asset to be held and
used or the fair value less cost to sell of the asset to be disposed  of.  There
was no  material  effect on the  consolidated  financial  position or results of
operations of the Company.

In 1995, the Company adopted the Financial Accounting Standards Board's standard
on accounting for  impairment of loans,  which requires that an impaired loan be
measured  based on the present  value of expected  cash flows  discounted at the
loan's  effective  interest rate or the fair value of the collateral if the loan
is  collateral  dependent.  There was no  material  effect  on the  consolidated
financial position or results of operations of the Company.



<PAGE>


NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

In 1994, the Company adopted the Financial Accounting Standards Board's standard
on  accounting  for  certain  investments  in debt and equity  securities  which
requires the Company to report at fair value,  with unrealized  gains and losses
excluded  from  earnings  and  reported  on an after  tax  basis  as a  separate
component of shareholder's  equity, its investments in debt securities for which
the Company does not have the  positive  intent and ability to hold to maturity.
Additionally,  such  unrealized  gains and losses are  considered  in evaluating
deferred policy acquisition  costs, with any resultant  adjustment also excluded
from earnings and reported on an after tax basis in shareholder's  equity. As of
January  1,  1994,   the  impact  of  adopting  the  standard  was  to  increase
shareholder's  equity by $795.2 million (net of deferred policy acquisition cost
adjustment  of $367.2  million and  deferred  taxes of $428.2  million)  with no
effect on net income.

Principles  of  Consolidation:  The  consolidated  financial  statements  of the
Company include the accounts of TOLIC and its subsidiaries, all of which operate
primarily in the life insurance industry.  TOLIC is a wholly owned subsidiary of
Transamerica  Insurance  Corporation  of  California,  which is a  wholly  owned
subsidiary of Transamerica  Corporation.  All significant  intercompany balances
and transactions have been eliminated in consolidation.

Investments:  Investments are reported on the following bases:

       Fixed  maturities--All  debt securities,  including  redeemable preferred
       stocks,  are  classified as available for sale and carried at fair value.
       The  Company  does not  carry  any debt  securities  principally  for the
       purpose  of  trading.   Prepayments   are   considered  in   establishing
       amortization  periods for premiums and discounts  and  amortized  cost is
       further adjusted for other-than-temporary fair value declines. Derivative
       instruments are also reported as a component of fixed  maturities and are
       carried at fair value if designated as hedges of securities available for
       sale or at amortized  cost if  designated as hedges of  liabilities.  See
       Note K - Financial Instruments.

       Equity securities available for sale (common and nonredeemable  preferred
       stocks)--at fair value. The Company does not carry any equity  securities
       principally for the purpose of trading.

       Mortgage  loans  on  real  estate--at   unpaid  balances,   adjusted  for
       amortization  of  premium  or  discount,   less  allowance  for  possible
       impairment.

       Real  estate--Investment real estate that the Company intends to hold for
       the  production of income is carried at  depreciated  cost less allowance
       for possible  impairment.  Properties held for sale, primarily foreclosed
       assets,  are carried at the lower of depreciated  cost or fair value less
       estimated selling costs.

       Policy loans--at unpaid balances.

       Other  long-term   investments--at  cost,  less  allowance  for  possible
impairment.



<PAGE>


NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Short-term investments--at cost, which approximates fair value.

Realized gains and losses on disposal of investments are determined generally on
a specific  identification  basis. The Company reports realized gains and losses
on investment transactions in the accompanying consolidated statement of income,
net  of  the  amortization  of  deferred  policy  acquisition  costs  when  such
amortization  results  from the  realization  of gains or losses  other  than as
originally   anticipated   on  the   sale   of   investments   associated   with
interest-sensitive   products.  Changes  in  fair  values  of  fixed  maturities
available for sale and equity securities  available for sale are included in net
unrealized  investment  gains or losses  after  adjustment  of  deferred  policy
acquisition  costs and  reserves  for future  policy  benefits,  net of deferred
income taxes, as a separate component of shareholder's equity and,  accordingly,
have no effect on net income.

Deferred  Policy  Acquisition  Costs (DPAC):  Certain costs of acquiring new and
renewal insurance contracts,  principally  commissions,  medical examination and
inspection  report  fees,  and certain  variable  underwriting,  issue and field
office  expenses,  all of which  vary  with  and are  primarily  related  to the
production of such business,  have been deferred.  DPAC for non-traditional life
and investment-type products are amortized over the life of the related policies
in relation  to  estimated  future  gross  profits.  DPAC for  traditional  life
insurance products are amortized over the  premium-paying  period of the related
policies in proportion to premium revenue recognized, using principally the same
assumptions used for computing future policy benefit reserves.  DPAC is adjusted
as if unrealized gains or losses on securities available for sale were realized.
Changes in such  adjustments are included in net unrealized  investment gains or
losses on an after tax basis as a separate  component  of  shareholder's  equity
and, accordingly, have no effect on net income.

Separate Accounts: The Company administers segregated asset accounts for certain
holders of  universal  life  policies,  variable  annuity  contracts,  and other
pension  deposit  contracts.  The assets  held in these  Separate  Accounts  are
invested  primarily in fixed  maturities,  equity  securities,  other marketable
securities,  and short-term investments.  The Separate Account assets are stated
at fair  value  and are not  subject  to  liabilities  arising  out of any other
business the Company may conduct.  Investment  risks  associated with fair value
changes are borne by the contract  holders.  Accordingly,  investment income and
realized gains and losses  attributable to Separate Accounts are not reported in
the Company's results of operations.

Policyholder Contract Deposits:  Non-traditional life insurance products include
universal   life  and  other   interest-sensitive   life   insurance   policies.
Investment-type products include single and flexible premium deferred annuities,
single premium immediate annuities,  guaranteed investment contracts,  and other
group pension  deposit  contracts that do not have mortality or morbidity  risk.
Policyholder   contract   deposits  on   non-traditional   life   insurance  and
investment-type  products represent premiums received plus accumulated interest,
less  mortality  charges on universal  life  products  and other  administration
charges as applicable  under the contract.  Interest  credited to these policies
ranged from 2.6% to 9.8% in 1996 and from 2.8% to 10% in 1995 and 1994.


<PAGE>


NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reserves  for  Future  Policy  Benefits:  Traditional  life  insurance  products
primarily  include  those  contracts  with  fixed and  guaranteed  premiums  and
benefits  and consist  principally  of whole life and term  insurance  policies,
limited-payment   life  insurance  policies  and  certain  annuities  with  life
contingencies.  The reserve for future  policy  benefits  for  traditional  life
insurance  products has been provided on a net-level  premium  method based upon
estimated investment yields, withdrawals, mortality, and other assumptions which
were appropriate at the time the policies were issued.  Such estimates are based
upon past experience with a margin for adverse deviation.  Interest  assumptions
range from 2.5% in earlier years to 11.25%.  Reserves for future policy benefits
are evaluated as if unrealized gains or losses on securities  available for sale
were realized and adjusted for any resultant  premium  deficiencies.  Changes in
such adjustments are included in net unrealized investment gains or losses on an
after  tax  basis  as  a  separate   component  of  shareholder's   equity  and,
accordingly, have no effect on net income.

Foreign  Currency  Translation:  The  effect of  changes  in  exchange  rates in
translating the foreign  subsidiary's  financial  statements is accumulated as a
separate  component of  shareholder's  equity,  net of applicable  income taxes.
Aggregate  transaction  adjustments  included in income were not significant for
1996, 1995, or 1994.

Recognition of Revenue and Costs:  Traditional life insurance  contract premiums
are  recognized  as revenue over the  premium-paying  period,  with reserves for
future policy benefits established from such premiums.

Revenues for universal  life and investment  products  consist of policy charges
for the cost of insurance, policy administration charges, amortization of policy
initiation fees, and surrender  charges assessed  against  policyholder  account
balances  during  the  period.  Expenses  related to these  products  consist of
interest  credited to policyholder  account balances and benefit claims incurred
in excess of policyholder account balances.

Claim reserves  include  provisions for reported  claims and claims incurred but
not reported.

Reinsurance:  Coinsurance premiums,  commissions,  expense  reimbursements,  and
reserves  related to reinsured  business are accounted  for on bases  consistent
with those used in  accounting  for the  original  policies and the terms of the
reinsurance  contracts.  Yearly  renewable term reinsurance is accounted for the
same as  direct  business.  Premiums  ceded  and  recoverable  losses  have been
reported as a reduction of premium income and benefits,  respectively. The ceded
amounts related to policy liabilities have been reported as an asset.

In 1996,  the  receivables  and  payables  under  certain  modified  coinsurance
arrangements  are  presented on a net basis to the extent that such  receivables
and payables are with the same ceding company.

Income Taxes:  TOLIC and its domestic subsidiaries are included in the 
consolidated federal income tax returns
filed by Transamerica Corporation, which by the terms of a tax sharing


<PAGE>


NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

agreement  generally  requires TOLIC to accrue and settle income tax obligations
in amounts  that would  result from filing  separate  tax returns  with  federal
taxing authorities.

Deferred  income  taxes arise from  temporary  differences  between the bases of
assets and liabilities for financial reporting purposes and income tax purposes,
based on  enacted  tax  rates in effect  for the  years in which  the  temporary
differences are expected to reverse.

Fair Values of Financial Instruments:  Fair values for debt securities are based
on quoted market  prices,  where  available.  For debt  securities  not actively
traded and private  placements,  fair values are estimated using values obtained
from  independent  pricing  services.  Fair values for  derivative  instruments,
including  off-balance-sheet  instruments,  are estimated  using values obtained
from independent pricing services.

Fair values for equity securities are based on quoted market prices.

Fair values for  mortgage  loans on real estate and policy  loans are  estimated
using discounted cash flow calculations, based on interest rates currently being
offered for similar loans to borrowers with similar credit  ratings.  Loans with
similar characteristics are aggregated for calculation purposes.

The carrying  amounts of short-term  investments,  cash, and accrued  investment
income approximate their fair value.

Fair values for liabilities under investment-type  contracts are estimated using
discounted  cash flow  calculations,  based on interest  rates  currently  being
offered by similar contracts with maturates  consistent with those remaining for
the contracts being valued. The liabilities under investment-type  contracts are
included in  policyholder  contract  deposits in the  accompanying  consolidated
balance sheet.



<PAGE>


NOTE B--INVESTMENTS

The cost  and fair  value of  fixed  maturities  available  for sale and  equity
securities are as follows (in thousands):
<TABLE>
<CAPTION>


                                                                         Gross             Gross
                                                                      Unrealized        Unrealized            Fair
                                                       Cost              Gain              Loss               Value
December 31, 1996

   U.S. Treasury securities and
     obligations of U.S. government
<S>                                              <C>               <C>               <C>                <C>             
     corporations and agencies                   $        288,605  $         25,118  $          1,628   $        312,095
   Obligations of states and political
     subdivisions                                         258,596             8,508               538            266,566
   Foreign governments                                    110,283             4,479               520            114,242
   Corporate securities                                15,171,041           779,904           108,999         15,841,946
   Public utilities                                     4,462,063           203,604            35,769          4,629,898
   Mortgage-backed securities                           5,548,067           252,094            56,293          5,743,868
   Redeemable preferred stocks                             66,856            10,281             5,076             72,061
                                                 ----------------  ----------------  ----------------   ----------------

                      Total fixed maturities     $     25,905,511  $      1,283,988  $        208,823   $     26,980,676
                                                 ================  ================  ================   ================

   Equity securities                             $        199,494  $        281,418  $          9,178   $        471,734
                                                 ================  ================  ================   ================

December 31, 1995

   U.S. Treasury securities and
     obligations of U.S. government
     corporations and agencies                   $         92,958  $          6,840                     $         99,798
   Obligations of states and political
     subdivisions                                         229,028             7,832  $            572            236,288
   Foreign governments                                    109,632             9,068                 -            118,700
   Corporate securities                                11,945,631         1,126,903            30,581         13,041,953
   Public utilities                                     4,338,637           390,237             2,909          4,725,965
   Mortgage-backed securities                           7,277,976           487,190            15,092          7,750,074
   Redeemable preferred stocks                             21,372             3,757               504             24,625
                                                 ----------------  ----------------  ----------------   ----------------

                      Total fixed maturities     $     24,015,234  $      2,031,827  $         49,658   $     25,997,403
                                                 ================  ================  ================   ================

   Equity securities                             $        150,968  $        163,264  $          6,351   $        307,881
                                                 ================  ================  ================   ================

</TABLE>

The cost and fair value of fixed  maturities  available for sale at December 31,
1996, by contractual maturity,  are shown below. Expected maturities will differ
from contractual




<PAGE>


NOTE B--INVESTMENTS (Continued)

maturities  because  borrowers may have the right to call or prepay  obligations
with or without call or prepayment penalties (in thousands):
<TABLE>
<CAPTION>

                                                                                             Fair
                                                                          Cost               Value
     Maturity

<S>         <C>                                                     <C>                <C>             
     Due in 1997                                                    $        482,813   $        511,576
     Due in 1998-2001                                                      3,688,424          3,761,584
     Due in 2002-2006                                                      4,725,231          4,839,666
     Due after 2006                                                       11,394,120         12,051,921
                                                                    ----------------   ----------------
                                                                          20,290,588         21,164,747
     Mortgage-backed securities                                            5,548,067          5,743,868
     Redeemable preferred stock                                               66,856             72,061
                                                                    ----------------   ----------------

                                                                    $     25,905,511   $     26,980,676
                                                                    ================   ================


The  components  of the  carrying  value  of  real  estate  are as  follows  (in
thousands):

                                                                          1996               1995
                                                                    ---------------    ----------

     Investment real estate                                         $         22,814   $        27,095
     Properties held for sale                                                  2,062            11,281
                                                                    ----------------   ---------------

                                                                    $         24,876   $        38,376
                                                                    ================   ===============
</TABLE>

As of December 31,  1996,  the Company  held a total  investment  in one issuer,
other than the United States  Government or a Unites States Government agency or
authority,  which  exceeded  10% of total  shareholder's  equity as follows  (in
thousands) (See Note H.):

 Name of Issuer                             Carrying Value

 Transamerica Corporation                   $           613,922

The carrying value of those assets that were on deposit with public officials in
compliance with regulatory requirements was $20.8 million at December 31, 1996.



<PAGE>


NOTE B--INVESTMENTS (Continued)

Net investment income (expense) by major investment category is summarized as
follows (in thousands):
<TABLE>
<CAPTION>

                                                              1996               1995              1994

<S>                                                     <C>                <C>               <C>             
     Fixed maturities                                   $      2,005,764   $      1,904,519  $      1,705,618
     Equity securities                                             5,458              3,418             5,587
     Mortgage loans on real estate                                58,165             40,702            40,030
     Real estate                                                  (7,435)             3,209             5,024
     Policy loans                                                 27,012             25,641            24,614
     Other long-term investments                                     978              2,353             7,173
     Short-term investments                                       10,616             13,286             9,689
                                                        ----------------   ----------------  ----------------
                                                               2,100,558          1,993,128         1,797,735
     Investment expenses                                         (23,326)           (20,369)          (26,160)
                                                        ----------------   ----------------  ----------------

                                                        $      2,077,232   $      1,972,759  $      1,771,575
                                                        ================   ================  ================


Significant  components  of net  realized  investment  gains are as follows  (in
thousands):

                                                              1996               1995              1994
                                                        ----------------   ----------------  ----------

     Net gains on disposition of investments in:
          Fixed maturities                              $         40,967   $         52,889  $          7,181
          Equity securities                                       15,750              5,637            32,374
          Other                                                    3,424              2,327             2,546
                                                        ----------------   ----------------  ----------------
                                                                  60,141             60,853            42,101
     Provision for impairment                                     (9,080)           (23,551)          (15,092)
     Accelerated amortization of DPAC                            (33,590)            (9,190)           (6,279)
                                                        ----------------   ----------------  ----------------

                                                        $         17,471   $         28,112  $         20,730
                                                        ================   ================  ================

The components of net gains on disposition of investment in fixed maturities are as follows (in thousands):
                                                              1996               1995              1994

     Gross gains                                        $         74,817   $         61,504  $         46,702
     Gross losses                                                (33,850)            (8,615)          (39,521)
                                                        ----------------   ----------------  ----------------

                                                        $         40,967   $         52,889  $          7,181
                                                        ================   ================  ================
</TABLE>

Proceeds from disposition of investment in fixed  maturities  available for sale
were $5,476.1 million in 1996,  $3,802.6 million in 1995 and $6,737.7 million in
1994.


<PAGE>


NOTE B--INVESTMENTS (Continued)

The costs of certain  investments have been reduced by the following  allowances
for impairment in value (in thousands):
<TABLE>
<CAPTION>

                                                                               December 31
                                                                         1996               1995
                                                                  ----------------   -----------

<S>                                                               <C>                <C>             
     Fixed maturities                                             $         54,160   $         71,429
     Mortgage loans on real estate                                          22,654             21,516
     Real estate                                                             9,146             16,207
     Other long-term investments                                            11,025             11,025
                                                                  ----------------   ----------------

                                                                  $         96,985   $        120,177
                                                                  ================   ================

The  components  of  net  unrealized   investment   gains  in  the  accompanying
consolidated balance sheet are as follows (in thousands):
                                                                               December 31
                                                                         1996              1995
                                                                  ----------------   ----------
     Unrealized gains on investment in:
        Fixed maturities                                          $      1,075,165   $     1,982,169
        Equity securities                                                  272,240           156,913
                                                                  ----------------   ---------------
                                                                         1,347,405         2,139,082
     Fair value adjustments to:
        DPAC                                                              (306,602)         (355,571)
        Reserves for future policy benefits                               (195,000)         (339,000)
                                                                  ----------------   ---------------
                                                                          (501,602)         (694,571)
     Related deferred taxes                                               (296,031)         (505,579)
                                                                  ----------------   ---------------

                                                                  $        549,772   $       938,932
                                                                  ================   ===============

</TABLE>



<PAGE>


NOTE C--DEFERRED POLICY ACQUISITION COSTS (DPAC)

Significant components of changes in DPAC are as follows (in thousands):
<TABLE>
<CAPTION>

                                                                 1996               1995              1994
                                                          -----------------  ----------------  -----------

<S>                                                       <C>                <C>               <C>             
     Balance at beginning of year                         $      1,974,211   $      2,480,474  $      1,929,332

        Cumulative effect of change in
          accounting for investments                                     -                  -          (367,154)
        Amounts deferred:
          Commissions                                              290,512            298,698           305,858
          Other                                                     97,491             83,108            89,000
        Amortization attributed to:
          Net gain on disposition of investments                   (33,590)            (9,190)           (6,279)
          Operating income                                        (235,180)          (182,123)         (176,033)
        Fair value adjustment                                       48,969           (706,915)          718,498
        Foreign currency translation adjustment                     (4,210)            10,159           (12,748)
                                                          ----------------   ----------------  ----------------

     Balance at end of year                               $      2,138,203   $      1,974,211  $      2,480,474
                                                          ================   ================  ================

</TABLE>

NOTE D--POLICY LIABILITIES

Components of policyholder contract deposits are as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                 December 31
                                                                           1996               1995
                                                                    ----------------   -----------

<S>                                                                 <C>                <C>            
     Liabilities for investment-type products                       $    18,126,119    $    17,948,652
     Liabilities for non-traditional life insurance
        products                                                          4,592,836          4,109,121
                                                                    ---------------    ---------------

                                                                    $    22,718,955    $    22,057,773
                                                                    ===============    ===============
</TABLE>

Reserves for future policy benefits were evaluated as if the unrealized gains on
securities  available  for sale had been  realized and  adjusted  for  resultant
premium deficiencies by $195 million as of December 31, 1996 and $339 million as
of December 31, 1995.




<PAGE>


NOTE E--INCOME TAXES

Components of income tax liabilities are as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                 December 31
                                                                           1996               1995
                                                                    ----------------   -----------

<S>                                                                 <C>                <C>             
     Current tax liabilities (receivables)                          $        (13,752)  $         35,689
     Deferred tax liabilities                                                402,604            552,112
                                                                    ----------------   ----------------

                                                                    $        388,852   $        587,801
                                                                    ================   ================

Significant  components of deferred tax liabilities  (assets) are as follows (in
thousands):

                                                                                 December 31
                                                                           1996               1995
                                                                    ----------------   -----------

     Deferred policy acquisition costs                              $        726,011   $        696,728
     Unrealized investment gains                                             296,031            505,579
     Life insurance policy liabilities                                      (578,823)          (601,875)
     Provision for impairment of investments                                 (33,945)           (42,062)
     Other-net                                                                (6,670)            (6,258)
                                                                    ----------------   ----------------

                                                                    $        402,604   $        552,112
                                                                    ================   ================
</TABLE>

The Company offsets all deferred tax assets and liabilities and presents them in
a single amount in the consolidated balance sheet.

Components of provision for income taxes are as follows (in thousands):

<TABLE>
<CAPTION>


                                                                 1996               1995              1994
                                                          -----------------  ----------------  -----------

<S>                                                       <C>                <C>               <C>            
     Current tax expense                                  $         99,692   $       115,614   $       204,087
     Deferred tax expense (benefit):
        Domestic                                                    55,261            21,784           (69,490)
        Foreign                                                      9,732            12,249             8,894
                                                          ----------------   ---------------   ---------------

                                                          $        164,685   $       149,647   $       143,491
                                                          ================   ===============   ===============




<PAGE>


NOTE E--INCOME TAXES (Continued)

The differences  between federal income taxes computed at the statutory rate and
the provision for income taxes as reported are as follows (in thousands):

                                                                     1996              1995              1994
                                                              ----------------  ----------------   ----------

     Income before income taxes:
       Income from U.S. operations                            $       474,160   $       425,946    $       389,778
       Income from foreign operations                                  27,805            34,997             25,411
                                                              ---------------   ---------------    ---------------
                                                                      501,965           460,943            415,189
     Tax rate                                                              35%               35%                35%
                                                              ---------------   ---------------    ---------------
     Federal income taxes at statutory rate                           175,688           161,330            145,316
     Income not subject to tax                                         (2,262)             (685)              (910)
     Low income housing credits                                        (8,175)           (3,137)              (902)
     Other, net                                                          (566)           (7,861)               (13)
                                                              ---------------   ---------------    ---------------

                                                              $       164,685   $       149,647    $       143,491
                                                              ===============   ===============    ===============

</TABLE>

Low income housing  credits are recognized  over the productive life of acquired
assets.  In 1995, the Company  recognized a $4.4 million tax benefit  related to
the favorable settlement of a prior year tax matter.

Under the Life Insurance Company Income Tax Act of 1959, a portion of "gain from
operations" was not subject to current income taxation but was accumulated,  for
tax purposes,  in a memorandum  account  designated as  "policyholders'  surplus
account."  The balance in this account was frozen at December 31, 1983  pursuant
to the Deficit Reduction Act of 1984. This amount becomes subject to tax when it
exceeds a  certain  maximum  or when  cash  dividends  are paid  therefrom.  The
policyholders' surplus account balance at December 31, 1996 was $138 million. At
December 31, 1996, $1,950 million was available for payment of dividends without
such tax consequences.  No income taxes have been provided on the policyholders'
surplus account since the conditions that would cause such taxes are remote.

Income  taxes of $149.1  million,  $153.3  million and $195.4  million were paid
principally to the Company's parent in 1996, 1995 and 1994, respectively.


NOTE F--REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies. Risks are reinsured with other companies to permit the recovery
of a portion of the direct losses,  however,  the Company  remains liable to the
extent the  reinsuring  companies  do not meet  their  obligations  under  these
reinsurance agreements.


<PAGE>


NOTE F--REINSURANCE (Continued)

The  components of the Company's  life insurance in force and premiums and other
considerations are summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                              Ceded to              Assumed
                                         Direct                 Other             from Other               Net
                                         Amount               Companies            Companies             Amount
1996
   Life insurance in force,
<S>                               <C>                   <C>                  <C>                  <C>                
     at end of year               $        220,162,932  $       195,158,214  $       201,560,322  $       226,565,040
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,702,975  $         1,033,201  $         1,128,260  $         1,798,034
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,922,967  $         1,112,561  $           904,435  $         2,714,841
                                  ====================  ===================  ===================  ===================

1995
   Life insurance in force,
     at end of year               $        206,722,573  $       116,762,869  $       174,193,592  $       264,153,296
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,857,439  $         1,079,303  $         1,033,752  $         1,811,888
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,803,213  $         1,065,545  $           849,800  $         2,587,468
                                  ====================  ===================  ===================  ===================

1994
   Life insurance in force,
     at end of year               $        191,884,093  $       115,037,553  $       158,882,366  $       235,728,906
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,085,555  $           689,615  $         1,034,079  $         1,430,019
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,338,370  $           867,341  $           645,096  $         2,116,125
                                  ====================  ===================  ===================  ===================

</TABLE>



<PAGE>


NOTE G--PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

Substantially  all  employees  of the  Company  are  covered by  noncontributory
defined  pension  benefit plans sponsored by the Company and the Retirement Plan
for Salaried  Employees of  Transamerica  Corporation  and  Affiliates.  Pension
benefits  are based on the  employee's  compensation  during the highest paid 60
consecutive months during the 120 months before retirement. Annual contributions
to the plans  generally  include a  provision  for  current  service  costs plus
amortization  of prior service  costs over periods  ranging from 10 to 30 years.
Assets of the plans are  invested  principally  in  publicly  traded  stocks and
bonds.

The  Company's  total  pension costs  (benefits)  recognized  for all plans were
$(3.1) million in 1996,  $2.5 million in 1995 and $4.9 million in 1994, of which
$(3.7)  million  in  1996,  $2.0  million  in 1995  and  $4.7  million  in 1994,
respectively,  related to the plan sponsored by  Transamerica  Corporation.  The
plans  sponsored by the Company are not material to the  consolidated  financial
position of the Company.

The Company also participates in various  contributory  defined benefit programs
sponsored by  Transamerica  Corporation  that provide  medical and certain other
benefits to eligible  retirees.  Postretirement  benefit costs charged to income
were not significant in 1996, 1995 and 1994.


NOTE H--RELATED PARTY TRANSACTIONS

The Company has various  transactions with Transamerica  Corporation and certain
of its other subsidiaries in the normal course of operations. These transactions
include premiums  received for employee benefit services (none in 1996 and 1995,
and $5.5 million in 1994),  loans and  advances,  investments  in a money market
fund managed by an affiliated  company,  rental of space, and other  specialized
services.  At December 31, 1996,  pension funds  administered  for these related
companies  aggregated $1,067.9 million and the investment in an affiliated money
market fund, included in short-term investments, was $44.6 million.

During 1996, The Company  transferred  certain below investment grade bonds with
an aggregate  book value of $424.9  million,  including  an  aggregate  interest
receivable  of $9.6 million,  to a special  purpose  subsidiary of  Transamerica
Corporation  in  exchange  for  assets  with a fair  value  of  $438.9  million,
comprised of  collateralized  higher-rated  bond  obligations  of $413.9 million
issued by the special purpose subsidiary and cash of $25 million.  The excess of
fair  value of the  consideration  received  over the  book  value of the  bonds
transferred is included in net realized investment gains.

During 1995, the Company transferred real estate with an aggregate book value of
$27.7  million to an  affiliate  within the  Transamerica  Corporation  group of
consolidated companies

<PAGE>


NOTE H--RELATED PARTY TRANSACTIONS (Continued)

in exchange for assets with a fair value of $49.7 million,  comprising  mortgage
loans of $35.1  million and cash of $14.6  million.  The excess of fair value of
the consideration  received over the book value of the real estates transferred,
net of related tax payable to the parent, is included as a capital contribution.

Included in the  investment  in fixed  maturities  available  for sale is a note
receivable from  Transamerica  Corporation of $200 million.  The note receivable
matures in 2013 and bears interest at 7%.


NOTE I--REGULATORY MATTERS

TOLIC and its insurance  subsidiaries  are subject to state  insurance  laws and
regulations,   principally  those  of  TOLIC  and  each  subsidiary's  state  of
incorporation.  Such regulations  include the risk-based capital requirement and
the  restriction on the payment of dividends.  Generally,  dividends  during any
year may not be paid,  without  prior  regulatory  approval,  in  excess  of the
greater  of  10%  of the  Company's  statutory  capital  and  surplus  as of the
preceding year end or the Company's statutory net income from operations for the
preceding  year. The insurance  department of the domiciliary  state  recognizes
these amounts as determined in conformity  with statutory  accounting  practices
prescribed or permitted by the insurance department, which vary in some respects
from  generally  accepted  accounting  principles.  The Company's  statutory net
income and statutory  capital and surplus which are  represented  by TOLIC's net
income and capital and surplus are summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                      1996                  1995                  1994
                                              -------------------   -------------------   ------------

<S>                                           <C>                    <C>                   <C>                
     Statutory net income                     $           112,296    $           131,607   $           175,850
     Statutory capital and surplus, at
        end of year                                     1,249,045              1,115,691               947,164
</TABLE>


NOTE J-COMMITMENTS AND CONTINGENCIES

The Company issues synthetic guaranteed  investment contracts which guaranty, in
exchange for a fee,  the  liquidity  of pension  plans to pay certain  qualified
benefits if other sources of plan  liquidity are exhausted.  Unlike  traditional
guaranteed investment  contracts,  the plan sponsor retains the credit risk in a
synthetic  contract  while the Company  assumes some limited  degree of interest
rate risk. To minimize the risk of loss, the Company underwrites these contracts
based on plan sponsor agreement, at the inception of the contract, on investment
guidelines  to be  followed,  including  overall  portfolio  credit and maturity
requirements.  Adherence to these investment requirements is monitored regularly
by the Company.  At December 31, 1996,  commitments  to maintain  liquidity  for
benefit payments on notional  amounts of $1.9 billion were outstanding  compared
to $620 million at December 31, 1995.


<PAGE>


NOTE J-COMMITMENTS AND CONTINGENCIES (Continued)

The Company is subject to mandatory assessments by state guaranty funds to cover
losses to policyholders  of those insurance  companies that are under regulatory
supervision.  Certain states allow such  assessments to be used to reduce future
premium taxes. The Company  estimates and recognizes its obligation for guaranty
fund  assessments,  net of premium  tax  deductions,  based on the  survey  data
provided  by  National  Organization  of  Life  and  Health  Insurance  Guaranty
Associations.  At December 31, 1996 and 1995,  the  estimated  exposures and the
resultant  accruals  recorded  were not material to the  consolidated  financial
position or results of operations of the Company.

Substantially all leases of the Company are operating leases principally for the
rental of real estate.  Rental  expenses for equipment and properties were $20.6
million in 1996, $25.3 million in 1995, and $16.3 million in 1994. The following
is a  schedule  by  years of  future  minimum  rental  payments  required  under
operating  leases that have  initial or remaining  noncancelable  lease terms in
excess of one year as of December 31, 1996 (in thousands):

    Year ending December 31:
                1997              $           15,633
                1998                          14,688
                1999                          13,593
                2000                          12,029
                2001                          11,865
            Later years                       58,997

                                  $          126,805
                                  ==================

The Company is a defendant in various legal actions arising from its operations.
These  include  legal  actions  similar to those  faced by many other major life
insurers  which allege  damages  related to sales  practices for universal  life
policies  sold  between  January  1981 and June 1996.  In one such  action,  the
Company  and  plaintiffs'  counsel  are working  toward a  settlement.  Any such
proposed settlement is subject to significant contingencies,  including approval
by the court. The lawsuit may proceed if such  contingencies  are not satisfied.
In the opinion of TOLIC,  any  ultimate  liability  which might result from such
litigation  would  not have a  materially  adverse  effect  on the  consolidated
financial position of TOLIC or the results of its operations.




<PAGE>


NOTE K--FINANCIAL INSTRUMENTS

The carrying  values and estimated fair values of financial  instruments  are as
follows (in thousands):
<TABLE>
<CAPTION>

                                                                                    December 31
                                                      -----------------------------------------
                                                                      1996                                1995
                                                      -----------------------------------    -----------------
                                                           Carrying             Fair           Carrying            Fair
                                                             Value              Value            Value             Value
Financial Assets:
<S>                                                    <C>               <C>               <C>               <C>            
   Fixed maturities available for sale                 $    26,980,676   $    26,980,676   $    25,997,403   $    25,997,403
   Equity securities available for sale                        471,734           471,734           307,881           307,881
   Mortgage loans on real estate                               716,669           770,122           565,086           671,835
   Policy loans                                                442,607           416,396           426,377           408,088
   Short-term investments                                      135,726           135,726           211,500           211,500
   Cash                                                         35,817            35,817            49,938            49,938
   Accrued investment income                                   404,866           404,866           394,008           394,008

Financial Liabilities:
   Liabilities for investment-type contracts:
     Single and flexible premium
       deferred annuities                                    6,962,501         6,400,632         8,080,139         7,518,211
     Single premium immediate annuities                      4,115,047         4,476,968         4,123,954         4,677,652
     Guaranteed investment contracts                         3,153,769         3,207,342         2,958,850         2,998,047
     Other deposit contracts                                 3,894,802         3,913,046         2,785,709         2,848,301

Off-balance-sheet assets (liabilities):
   Interest rate swap agreements designated
     as hedges of liabilities in a:
       Receivable position                                           -            43,916                 -            20,888
       Payable position                                              -            (5,485)                -            (3,086)


</TABLE>

The Company enters into various interest rate agreements in the normal course of
business,  primarily  as a means of  managing  its  interest  rate  exposure  in
connection with asset and liability management.

Interest rate swap agreements  generally  involve the periodic exchange of fixed
rate interest and floating rate interest payments by applying a specified market
index to the  underlying  contract or notional  amount,  without  exchanging the
underlying  notional  amounts.  The differential to be paid or received on those
interest rate swap agreements that are designated as hedges of financial  assets
is recorded on an accrual basis as a component of net investment

<PAGE>


NOTE K--FINANCIAL INSTRUMENTS (Continued)

income.  The  differential  to be paid or received on those  interest  rate swap
agreements that are designated as hedges of financial liabilities is recorded on
an accrual basis as a component of benefits paid or provided.  While the Company
is not  exposed  to credit  risk with  respect  to the  notional  amounts of the
interest  rate swap  agreements,  the  Company is  subject  to credit  risk from
potential nonperformance of counterparties  throughout the contract periods. The
amounts  potentially  subject  to such  credit  risk are much  smaller  than the
notional  amounts.  The Company  controls  this  credit  risk by  entering  into
transactions  with  only  a  selected  number  of  high  quality   institutions,
establishing credit limits and maintaining collateral when appropriate.

Interest  rate floor and cap  agreements  generally  provide  for the receipt of
payments in the event the average interest rates during a settlement period fall
below  specified  levels  under  interest  rate floor  agreements  or rise above
specified  levels  under  interest  rate cap  agreements.  A swaption  generally
provides  for an option to enter into an  interest  rate swap  agreement  in the
event of unfavorable interest rate movements. These agreements generally require
upfront premium payments. The costs of swaptions and interest rate floor and cap
agreements are amortized over the contractual periods and resulting amortization
expenses are included in net investment income.  Any conditional  receipts under
these  agreements  are  recorded  on an  accrual  basis  as a  component  of net
investment  income if designated as hedges of financial assets or as a component
of benefits paid or provided if designated as hedges of financial liabilities.

Gains or  losses  on  terminated  interest  rate  agreements  are  deferred  and
amortized over the remaining life of the underlying  assets or liabilities being
hedged.



<PAGE>


NOTE K--FINANCIAL INSTRUMENTS (Continued)

The  information  on  derivative   instruments  is  summarized  as  follows  (in
thousands):
<TABLE>
<CAPTION>

                                                                         Aggregate         Weighted
                                                                         Notional           Average
                                                                          Amount          Fixed Rate        Fair Value
December 31, 1996
   Interest rate swap  agreements  designated as hedges of securities  available
     for sale, where TLC pays:
<S>                                                                 <C>                       <C>       <C>            
       Fixed rate interest                                          $        270,035          6.73%     $         1,511
       Floating rate interest                                                250,905          6.77%               5,877
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                       326,644          -                  (9,359)
   Interest rate swap agreements designated as
     hedges of financial liabilities, where TLC pays
       Fixed rate interest                                                    60,000          4.39%                 333
       Floating rate interest                                              1,710,716          6.11%              37,655
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                        58,585          -                     443
   Interest rate floor agreements                                            560,500          6.46%              19,287
   Swaptions                                                               8,327,570          4.50%              54,198
   Others                                                                    108,745          -                  19,607

December 31, 1995
   Interest rate swap  agreements  designated as hedges of securities  available
     for sale, where TLC pays:
       Fixed rate interest                                          $        235,173          7.99%     $        (9,307)
       Floating rate interest                                                140,000          5.65%                 137
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                        65,000          -                     242
   Interest rate swap agreements designated as
     hedges of financial liabilities, where TLC pays:
       Fixed rate interest                                                    60,000          4.39%                 741
       Floating rate interest                                                934,678          6.17%              17,169
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                       152,000          -                    (108)
   Interest rate floor agreements                                            560,500          6.46%              35,820
   Interest rate cap agreements                                              250,000          5.93%                 792
   Swaptions                                                               1,267,140          5.52%              53,040
   Others                                                                    100,000          -                   2,500
</TABLE>



<PAGE>


NOTE K--FINANCIAL INSTRUMENTS (Continued)

Generally,  notional  amounts  indicate the volume of transactions and estimated
fair values indicate the amounts subject to credit risk.

Activities  with respect to the notional  amounts are  summarized as follows (in
thousands):
<TABLE>
<CAPTION>

                                             Beginning                                                             End
                                              of Year         Additions       Maturities     Terminations     of Year
1996:
   Interest rate swap agreements
     designated as hedges of
<S>                                       <C>              <C>              <C>             <C>            <C>             
     securities available for sale        $      440,173   $      566,023   $      143,554  $     15,058   $        847,584
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                1,146,678        1,887,348        1,103,525            101,200   1,829,301
   Interest rate floor agreements         560,500          -                -                          -   560,500
   Interest rate cap agreements           250,000          -                250,000                    -   -
   Swaptions                                   1,267,140        7,170,000          109,570             -          8,327,570
   Others                                        100,000            8,745                -             -            108,745
                                          --------------   --------------   --------------  ------------   ----------------

                                          $    3,764,491   $    9,632,116   $    1,606,649  $    116,258   $11,673,700
                                          ==============   ==============   ==============  ============   ===========
1995:
   Interest rate swap agreements
     designated as hedges of
     securities available for sale        $      274,777   $      246,790   $       59,947  $     21,447   $        440,173
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                601,545          1,035,910        460,777               30,000   1,146,678
   Interest rate floor agreements         560,500          -                -                          -   560,500
   Interest rate cap agreements           100,000          250,000          100,000                    -   250,000
   Swaptions                              100,000               1,167,140                -             -          1,267,140
   Others                                        100,000                -                -             -            100,000
                                          --------------   --------------   --------------  ------------   ----------------

                                          $    1,736,822   $    2,699,840   $      620,724  $     51,447   $      3,764,491
                                          ==============   ==============   ==============  ============   ================
1994:
   Interest rate swap agreements
     designated as hedges of
     securities available for sale        $      153,000   $      121,777                                  $        274,777
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                210,000                 391,545                                  601,545
   Interest rate floor agreements         400,000          160,500                                         560,500
   Interest rate cap agreements           -                100,000                                         100,000
   Swaptions                                           -          100,000                                           100,000
   Others                                        100,000                -                                           100,000
                                          --------------   --------------   --------------  ------------   ----------------

                                          $      863,000   $      873,822   $            -  $          -   $      1,736,822
                                          ==============   ==============   ==============  ============   ================
</TABLE>


<PAGE>


NOTE K--FINANCIAL INSTRUMENTS (Continued)

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of temporary cash investments,  fixed maturities
and  mortgage  loans on real  estate.  The  Company  places its  temporary  cash
investments with high credit quality financial  institutions.  Concentrations of
credit risk with respect to investments  in fixed  maturities and mortgage loans
on real estate are limited due to the large number of such investments and their
dispersion  across many different  industries and geographic  areas. At December
31, 1996, the Company had no significant concentration of credit risk.


NOTE L--OTHER OPERATING REVENUE

In 1994,  the Company  disposed of an investment in an affiliate  which had been
accounted for under the equity method.  Total consideration of $23.3 million was
received from the sale, resulting in income of $13.3 million.






<PAGE>
                                 Unaudited Consolidated Financial Statements



         Transamerica Occidental Life Insurance Company and Subsidiaries


                                 September 30, 1997








<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                                                         8
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                  September 30             December 31
                                                                      1997                    1996
                                                                ------------------      ------------------
ASSETS                                                                (In thousands, except for share date)

Investments:
<S>                                                                 <C>                     <C>          
     Fixed maturities available for sale                            $  28,374,880           $  26,980,676
     Equity securities available for sale                                 858,978                 471,734
     Mortgage loans on real estate                                        729,762                 716,669
     Real estate                                                           21,119                  24,876
     Policy loans                                                         455,262                 442,607
     Other long-term investments                                           65,404                  66,686
     Short-term investments                                               198,307                 135,726
                                                                ------------------      ------------------
                                                                       30,703,712              28,838,974
Cash                                                                       21,644                  35,817
Accrued investment income                                                 456,140                 404,866
Accounts receivable                                                       603,268                 297,967
Reinsurance recoverable on paid and unpaid losses                         672,789                 829,653
Deferred policy acquisition costs                                       2,110,360               2,138,203
Property and equipment                                                    176,348                 149,865
Other assets                                                              160,058                 100,768
Goodwill                                                                    5,465                   5,749
Separate account assets                                                 5,236,090               3,527,950
                                                                ==================      ==================
                                                                    $  40,145,874           $  36,329,812
                                                                ==================      ==================

LIABILITIES AND SHAREHOLDER'S EQUITY

Policy liabilities:
     Policyholder contract deposits                                 $  23,727,939           $  22,718,955
     Reserves for future policy benefits                                5,400,675               5,275,149
     Policy claims and other                                              498,013                 502,331
                                                                ------------------      ------------------
                                                                       29,626,627              28,496,435
Income tax liabilities                                                    671,969                 388,852
Accrued expenses and other liabilities                                    501,713                 560,663
Separate account liabilities                                            5,236,090               3,527,950
                                                                ------------------      ------------------
                                                                       36,036,399              32,973,900
Shareholder's equity:
     Common stock ($12.50 par value):
         Authorized - 4,000,000 shares
         Issued and outstanding - 2,206,933 shares                         27,587                  27,587
     Additional paid-in capital                                           474,026                 335,619
     Retained earnings                                                  2,635,679               2,467,406
     Foreign currency translation adjustments                            (26,276)                (24,472)
     Net unrealized investment gains                                      998,459                 549,772
                                                                ------------------      ------------------
                                                                        4,109,475               3,355,912
                                                                ==================      ==================
                                                                    $  40,145,874           $  36,329,812
                                                                ==================      ==================
</TABLE>


<PAGE>



TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME


<TABLE>
<CAPTION>


                                                      Nine Months Ended September 30       Three Months Ended September 30
                                                         1997               1996               1997               1996
                                                    ----------------   ----------------  -----------------  ------------------
                                                                                  (In thousands)
Revenues:
<S>                                                 <C>                <C>               <C>                <C>           
      Premiums and other considerations             $    1,515,201     $    1,263,476    $      564,668     $      582,089
      Net investment income                              1,612,626          1,549,165           546,578            518,030
      Net realized investment gains                        (19,369)            17,465           (21,077)            (5,510)
                                                    ----------------   ----------------  -----------------  ------------------
          TOTAL REVENUES                                 3,108,458          2,830,106         1,090,169          1,094,609

Benefits:
      Benefits paid or provided                          2,217,679          1,941,752           783,390            603,496
      Increase in policy reserves and liabilities           51,612             78,433            25,060            239,601
                                                    ----------------   ----------------  -----------------  ------------------
                                                         2,269,291          2,020,185           808,450            843,097
Expenses:
      Amortization of deferred policy
          acquisition costs                                210,372            193,766            79,257             63,043
      Salaries and salary related expenses                 119,424            111,944            37,241             36,956
      Other expenses                                       202,807            134,394            62,267             32,998
                                                                       ----------------                     ------------------
                                                    ----------------                     -----------------
                                                           532,603            440,104           178,765            132,997
                                                    ----------------   ----------------  -----------------
          TOTAL BENEFITS AND EXPENSES                    2,801,894          2,460,289           987,215            976,094
- ------                                              ----------------   ----------------  -----------------  ------------------

          INCOME BEFORE INCOME TAXES                       306,564            369,817           102,954            118,515

Provision for income taxes                                  91,980            122,296            31,839             38,463
                                                    ----------------   ----------------                     ------------------
          NET INCOME                                $      214,584     $      247,521    $       71,115     $       80,052
- ------                                              ================   ================  =================  ==================

</TABLE>

<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY



<TABLE>
<CAPTION>

                                                                                                             Foreign            Net
                                                                          Additional                         Currency    Unrealized
                                                Common Stock               Paid-in         Retained        Translation   Investment
                                       -----------------------------
                                          Shares           Amount          Capital         Earnings        Adjustments         Gains
                                       ------------    -------------     -----------    -------------     -------------  ----------
                                                                     (In thousands, except for share data)

<S>                <C>                  <C>            <C>               <C>                              <C>               
Balance at January 1, 1997              2,206,933      $     27,587      $              $ 2,467,406       $                $
                                                                         335,619                          (24,472)         549,772

Net income                                                                                  214,584

Capital Contributions from parent                                            138,407

Change in foreign currency
   translation adjustments                                                                                     (1,804)

Dividends declared                                                                          (46,311)

Change in net unrealized investment                                                                                         448,687
   gains
                                       ------------    -------------     -----------    -------------     -------------  ----------

Balance at September 30, 1997           2,206,933      $     27,587      $              $ 2,635,679       $   (26,276)     $
                                                                         474,026                                           998,459
                                       ============    =============     ===========    =============     ============= ==========

</TABLE>




<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                  Nine Months Ended
                                                                                     September 30
                                                                              1997                 1996
                                                                        -----------------   -------------------
                                                                                    (In thousands)
OPERATING ACTIVITIES
<S>                                                                     <C>                 <C>      
Net income                                                              $       214,584     $ 247,521
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Changes in:
      Reinsurance recoverable and accounts receivable                           (148,437)           972,366
      Accrued investment income                                                  (51,274)           (15,859)
      Insurance reserves and claims, excluding policyholder
        balances on interest-sensitive policies                                  382,857           (423,649)
      Other asserts, other liabilities and accrued income taxes                 (189,794)            (5,474)
    Amortization of policy acquisition costs                                     180,945            180,310
    Policy acquisition costs deferred                                           (335,253)          (278,471)
    Provision for depreciation                                                    13,741             16,345
    Provision for deferred income taxes                                           91,950             36,909
    Net realized (gains) losses on investment transactions                        49,109            (17,942)
    Other                                                                         48,383            (75,391)
                                                                        -----------------   -------------------
                                                   NET CASH PROVIDED BY
                                                   OPERATING ACTIVITIES          256,811            636,665

INVESTMENT ACTIVITIES
Purchases of investments                                                      (8,339,658)        (5,901,888)
Sales or maturities of securities                                              7,334,351          3,992,201
Purchases of property and equipment                                              (41,532)           158,817
Other                                                                            (62,581)           (15,801)
                                                                        -----------------   -------------------
                                                       NET CASH USED BY
                                                   INVESTING ACTIVITIES       (1,109,420)        (1,766,671)

FINANCING ACTIVITIES
Additions to policyholder contract deposits                                    5,842,477          5,183,572
Withdrawals from policyholder contract deposits                               (5,097,448)        (4,049,860)
Capital contributions from parent                                                138,407                  -
Dividends paid to parent                                                         (45,000)           (30,050)
                                                                        -----------------
                                                                                            -------------------
                                                   NET CASH PROVIDED BY
                                                   FINANCING ACTIVITIES          838,436          1,103,662
                                                                        -----------------   -------------------

                                                       INCREASE IN CASH          (14,173)           (26,344)

                                                                        -----------------
                                                                                            -------------------
                                            CASH AT BEGINNING OF PERIOD           35,817             49,938
                                                                        -----------------
                                                                                            -------------------

                                                  CASH AT END OF PERIOD $        21,644     $ 23,594
                                                                        =================   ===================

</TABLE>

<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 1997


NOTE A-SIGNIFICANT ACCOUNTING POLICIES

The accompanying  unaudited  consolidated  financial  statements of Transamerica
Occidental Life Insurance  Company  ("TOLIC") and its subsidiary  (collectively,
the  "Company")  have  been  prepared  in  accordance  with  generally  accepted
accounting  principles for interim periods. In the opinion of management,  these
statements  include  all  adjustments,   consisting  only  of  normal  recurring
accruals,   that  are  necessary  for  a  fair  presentation  of  the  Company's
consolidated  financial position at September 30, 1997, the consolidated results
of operations for the three months and nine months ended  September 30, 1997 and
1996, and the  consolidated  cash flows for the nine months ended  September 30,
1997 and 1996.

New Accounting Standards: In June 1997, the Financial Accounting Standards Board
("FASB")  issued  Statement  130,   "Reporting   Comprehensive   Income,"  which
establishes standards for reporting and displaying  comprehensive income and its
components in the financial statements.  This statement is effective for interim
and annual  periods  beginning  after  December  15, 1997.  Reclassification  of
financial  statements for all periods  presented will be required upon adoption.
Application of this statement will not change  recognition or measurement of net
income and,  therefore,  will not impact the Company's  consolidated  results of
operations or financial position.

In June 1997, the FASB also issued Statement 131, "Disclosures about Segments of
an Enterprise and Related  Information,"  which changes the way companies report
segment  information.  This  statement is effective  for years  beginning  after
December 15, 1997,  but need not be applied to interim  financial  statements in
the initial year of application.  Restatement of comparative information for all
periods  presented  will be required upon  adoption.  Adoption of this statement
will  result  in more  detailed  segment  disclosures  but will not  impact  the
Company's consolidated results of operations or financial position.



<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued




NOTE B-COMMITMENTS AND CONTINGENCIES

The Company is a defendant in various legal actions arising from its operations.
These  include  legal  actions  similar to those  faced by many other major life
insurers  which allege  damages  related to sales  practices for universal  life
policies sold between  January 1981 and June 1996. In June 1997, a settlement of
certain cases related to this litigation was approved. Administrative and policy
benefit costs of $31 million have been accrued;  additional costs related to the
settlement are not expected to be material and will be incurred over a period of
years.   Additional   costs  related  to  the   settlement   are  not  currently
determinable.

In the opinion of TOLIC,  any ultimate  liability  which might result from other
cases related to this litigation  would not have a materially  adverse effect on
the consolidated financial position of TOLIC or the results of its operations.





<PAGE>


                                                      Part II

Undertaking To File Reports
Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission  heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

Rule 484 Undertaking
Article V, Section I, of Transamerica's Bylaws provides:  Each person who was or
is a party  or is  threatened  to be made a party to or is  involved,  even as a
witness, in any threatened,  pending, or completed action,  suit, or proceeding,
whether  civil,  criminal,   administrative,   or  investigative   (hereafter  a
"Proceeding"),  by  reason  of the fact  that he,  or a person of whom he is the
legal representative,  is or was a director,  officer, employee, or agent of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director,  officer, employee or agent of another foreign or domestic corporation
partnership,  joint  venture,  trust,  or other  enterprise,  or was a director,
officer,  employee,  or agent of a foreign or  domestic  corporation  that was a
predecessor  corporation  of the  corporation  or of another  enterprise  at the
request of such  predecessor  corporation,  including  service  with  respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in
an official capacity as a director,  officer, employee, or agent or in any other
capacity while serving as a director,  officer, employee, or agent (hereafter an
"Agent"),  shall be  indemnified  and held  harmless by the  corporation  to the
fullest extent authorized by statutory and decisional law, as the same exists or
may hereafter be  interpreted or amended (but, in the case of any such amendment
or  interpretation,  only to the extent that such  amendment  or  interpretation
permits the  corporation  to provide  broader  indemnification  rights than were
permitted prior thereto)  against all expenses,  liability,  and loss (including
attorneys' fees,  judgments,  fines,  ERISA excise taxes and penalties,  amounts
paid or to be paid in settlement,  any interest,  assessments,  or other charges
imposed thereon, and any federal,  state, local, or foreign taxes imposed on any
Agent as a result of the  actual or deemed  receipt of any  payments  under this
Article)  incurred or suffered by such person in connection with  investigating,
defending,  being a witness in, or  participating  in (including on appeal),  or
preparing for any of the foregoing,  in any Proceeding  (hereafter  "Expenses");
provided,  however, that except as to actions to enforce  indemnification rights
pursuant to Section 3 of this Article, the corporation shall indemnify any Agent
seeking  indemnification  in  connection  with a  Proceeding  (or part  thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the Board of  Directors  of the  corporation.  The  right to  indemnification
conferred in this Article shall be a contract  right.  (It is the  Corporation's
intent that these bylaws  provide  indemnification  in excess of that  expressly
permitted  by  Section  317  of  the  California  General  Corporation  Law,  as
authorized by the corporation's Articles of Incorporation.)

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Representations Pursuant to Section 26(e) of the Investment Company Act of 1940
Transamerica  hereby  represents  that the fees and charges  deducted  under the
Policy, in the aggregate,  are reasonable in relation to the services  rendered,
the expenses expected to be incurred, and the risks assumed by Transamerica.

<PAGE>
<PAGE>
                APPENDIX A - GUIDELINE MINIMUM SUM INSURED TABLE

The  guideline  minimum sum insured is a  percentage  of the
policy value as set
forth below, according to federal tax regulations:
<TABLE>
<CAPTION>

                       Guideline Minimum Sum Insured Table

   
Attained                                                          
  Attained
     Age                           Percentage                     
       Age                           Percentage
- --------                                                          
       
<S>                               <C>                             
 <C>                                <C> 
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%
    



</TABLE>





<PAGE>







                    APPENDIX B - OPTIONAL INSURANCE BENEFITS

   
This Appendix provides only a summary of other insurance 
benefits  available by
rider.  There may be an  additional  charge for  benefits  under
a rider.  Rider
availability is subject to state law and approval.
    

WAIVER OF PAYMENT RIDER

   
         This rider provides that, during periods of total
disability continuing
         more than four  months,  we will add to the Policy 
Value each month an
         amount you selected or the amount  needed to pay the
monthly  insurance
         protection  charges,  whichever  is greater.  This
amount will keep the
         Policy in force,  within limits. This benefit is subject
to our maximum
         issue benefits. Its cost will change yearly.
    

GUARANTEED INSURABILITY RIDER

         This rider  guarantees  that  insurance may be added at
various  option
         dates without evidence of  insurability.  This benefit
may be exercised
         on the option dates even if the insured is disabled.

CHILDREN'S INSURANCE RIDER

   
         This rider provides a term insurance benefit for the
Insured's child or
         children, subject to age limitations. The rider includes
a feature that
         allows the  insured  child to convert the  coverage to
another  type of
         policy  issued  by  us,  subject  to  our  issue  size 
and  issue  age
         limitations.

OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER)

         This rider  allows the Policy owner to elect to receive
part of the net
         death  benefit  under the Policy  prior to the 
insured's  death if the
         insured becomes terminally ill, as defined in the rider.
    

GUARANTEED DEATH BENEFIT RIDER

   
         This rider  provides  that if the Policy  owner makes 
payments,  minus
         partial  withdrawals,  partial  withdrawal  charges and
any outstanding
         loans, of a sufficient amount to the Policy, then we
guarantee that the
         Policy will not lapse prior to the final payment date. 
After the final
         payment date, the rider  guarantees a minimum death
benefit.  The rider
         remains effective only if, on each Policy anniversary
through the final
         payment date, payments,  less partial  withdrawals, 
partial withdrawal
         charges  and  any  outstanding  loans,  satisfy  the 
required  payment
         amounts. Once terminated, the rider may not be
reinstated.
    



<PAGE>







                                            APPENDIX C - PAYMENT
OPTIONS


         PAYMENT  OPTIONS - On written  request,  the surrender 
value or all or
         part of any  payable  net death  benefit  may be paid
under one or more
         payment  options  then offered by  Transamerica.  If you
do not make an
         election, we will pay the benefits in a single sum. If a
payment option
         is  selected,  the  beneficiary  may pay to us any 
amount  that  would
         otherwise be deducted from the death  benefit.  A 
certificate  will be
         provided to the payee describing the payment option
selected.

         The amounts  payable  under a payment  option are paid
from our General
         Account.  These amounts are not based on the  investment 
experience of
         the Separate Account.

   
         SELECTION OF PAYMENT  OPTIONS - 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 
Policy  owner  and
         beneficiary provisions,  any option selection may be
changed before the
         net  death  benefit  becomes  payable.  If you make no 
selection,  the
         beneficiary  may select an option  when the net death 
benefit  becomes
         payable.
    



<PAGE>







           APPENDIX D - ILLUSTRATIONS OF DEATH BENEFIT, POLICY
VALUES
                            AND ACCUMULATED PAYMENTS

         The following tables illustrate the way in which the
Policy's Surrender
         Value,  Death  Benefit  and Policy  Value  could vary
over an  extended
         period of time.

         Assumptions

   
         The  tables  illustrate  a Policy  issued  to a male, 
Age 30,  under a
         standard  underwriting  class and qualifying for the
non-smoker  rates,
         and a Policy  issued to a male,  Age 45, under a
standard  underwriting
         class  and  qualifying  for the  non-smoker  rates.  One
set of  tables
         illustrates the Level Death Benefit Option; another set
illustrates the
         Adjustable  Death Benefit Option.  In each case, one
table  illustrates
         the guaranteed cost of insurance rates and the other
table  illustrates
         the current cost of insurance rates as presently in
effect.

         The tables  assume that no Policy  loans have been made, 
that you have
         not requested an increase or decrease in the initial
face amount,  that
         no partial  withdrawals  have been made, and that no
transfers above 12
         have been made in any Policy  year (so that no related 
transaction  or
         transfer charges have been incurred).
    

         The tables  assume that all payments are allocated to
and remain in the
         Separate  Account for the entire period shown.  The
tables are based on
         hypothetical gross investment rates of return for the
portfolios (i.e.,
         investment income and capital gains and losses, realized
or unrealized)
         equivalent  to constant  gross  (after tax) annual rates
of 0%, 6%, and
         12%. The tables also show the amount that would 
accumulate if payments
         accumulated at 5% interest.

         The Policy  Values and Death  Benefits  would be 
different  from those
         shown if the gross annual  investment  rates of return
averaged 0%, 6%,
         and 12% over a period  of years,  but  fluctuated  above
or below  such
         averages  for  individual  Policy  years.  The  values 
also  would  be
         different  depending on the  allocation  of the 
Policy's  total Policy
         Value among the sub-accounts if the actual rates of
return averaged 0%,
         6% or 12%, but the rates of each portfolio  varied above
and below such
         averages.

         Deductions for Charges

   
         The  tables  reflect  deduction  of the  payment 
expense  charge,  the
         administration  charge,  the mortality and expense risk
charge, and the
         monthly insurance  protection  charge.  The amounts
shown in the tables
         also  take  into  account  portfolio   management  fees 
and  operating
         expenses,  which  averaged an annual rate of .88% of the
average  daily
         net assets of the portfolios.  This annual rate is based
on the average
         of the  expense  ratios of each of the  portfolios  for
the last fiscal
         year and takes into account current expense
reimbursement arrangements.
         The fees and  expenses of each  portfolio  vary,  and in
1996 the total
         fees and expenses  ranged from an annual rate of .60% to
an annual rate
         of 1.15% of average  daily net  assets.  The fees and 
expenses of your
         Policy may be more or less than .88% in the aggregate,
depending on how
         you make allocations of Policy Value among the 
sub-accounts.  For more
         information  on  portfolio   expenses,   see  
Portfolio Expenses table in this prospectus and the  
prospectus  for  the portfolios.
    




<PAGE>



Net Annual Rates of Investment

   
         Applying  the  current   mortality   and  expense   risk 
charge,   the
         administration  charge,  and the average portfolio 
management fees and
         operating  expenses  of .88% of average net  assets, 
the gross  annual
         rates of  investment  return of 0%, 6% and 12% would
produce net annual
         rates of -1.69%,  4.32% and 10.31%,  respectively, 
during the first 10
         Policy years and -1.53%, 4.47% and 10.47%, respectively,
after that.

         The hypothetical  returns shown in the table do not
reflect any charges
         for income  taxes  against the  Separate  Account  since
no charges are
         currently  made.  However,  if in the future the charges 
are made,  to
         produce the  illustrated  death benefits and Policy 
Values,  the gross
         annual  investment rate of return would have to exceed
0%, 6% or 12% by
         a sufficient amount to cover the tax charges.
    

         On request,  we will  provide a  comparable 
illustration  based on the
         proposed Insured's age, sex, and underwriting  class,
and the requested
         face amount, death benefit option and riders.


<PAGE>









                                             TRANSAMERICA
OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT
VUL-1
                                                 VARIABLE LIFE
POLICY
<TABLE>
<CAPTION>

                                                                  
                              Male Non-Smoker age 30
                                                                  
                              Face Amount = $100,000
                                                                  
                                   Adjustable Option

                         BASED ON CURRENT MONTHLY INSURANCE
PROTECTION CHARGES WITHOUT RIDERS
                                             
                   Payments        Hypothetical 0%            
Hypothetical 6%               Hypothetical 12%
                   Made Plus   Gross Investment Return     Gross
Investment Return       Gross Investment Return
                   Interest
           Policy  At 5% Per Surrender Policy    Death  
SurrenderPolicy    Death    Surrender  Policy      Death
            Year     Year     Value     Value   Benefit   Value   
Value   Benefit     Value     Value     Benefit

<S>          <C>    <C>       <C>      <C>      <C>       <C>    
<C>      <C>        <C>       <C>        <C>     
             1      $3,360    $1,782   $2,878   $102,878  $1,961 
$3,057   $103,057   $2,141    $3,237     $103,237
             2      $6,888    $4,721   $5,707   $105,707  $5,261 
$6,247   $106,247   $5,822    $6,808     $106,808
             3      $10,592   $7,613   $8,489   $108,489  $8,698 
$9,574   $109,574   $9,872    $10,748    $110,748
             4      $14,482  $10,457   $11,224  $111,224 $12,278 
$13,045  $113,045   $14,327   $15,094    $115,094
             5      $18,566  $13,244   $13,901  $113,901 $15,997 
$16,654  $116,654   $19,220   $19,877    $119,877

             6      $22,854  $15,974   $16,522  $116,522 $19,858 
$20,406  $120,406   $24,592   $25,140    $125,140
             7      $27,357  $18,660   $19,098  $119,098 $23,882 
$24,320  $124,320   $30,508   $30,946    $130,946
             8      $32,085  $21,291   $21,619  $121,619 $28,064 
$28,392  $128,392   $37,011   $37,339    $137,339
             9      $37,049  $23,867   $24,086  $124,086 $32,407 
$32,626  $132,626   $44,159   $44,378    $144,378
             10     $42,262  $26,391   $26,500  $126,500 $36,923 
$37,032  $137,032   $52,023   $52,132    $152,132

             11     $47,735  $28,900   $28,900  $128,900 $41,669 
$41,669  $141,669   $60,750   $60,750    $160,750
             12     $53,482  $31,246   $31,246  $131,246 $46,497 
$46,497  $146,497   $70,252   $70,252    $170,712
             13     $59,516  $33,538   $33,538  $133,538 $51,522 
$51,522  $151,522   $80,719   $80,719    $190,496
             14     $65,851  $35,776   $35,776  $135,776 $56,752 
$56,752  $156,752   $92,235   $92,235    $211,218
             15     $72,504  $37,959   $37,959  $137,959 $62,193 
$62,193  $162,193  $104,904  $104,904    $232,888

             16     $79,489  $40,092   $40,092  $140,092 $67,861 
$67,861  $167,861  $118,851  $118,851    $255,530
             17     $86,824  $42,167   $42,167  $142,167 $73,756 
$73,756  $173,756  $134,191  $134,191    $280,458
             18     $94,525  $44,190   $44,190  $144,190 $79,894 
$79,894  $179,894  $151,074  $151,074    $306,681
             19    $102,611  $46,164   $46,164  $146,164 $86,287 
$86,287  $186,287  $169,661  $169,661    $334,232
             20    $111,102  $48,085   $48,085  $148,085 $92,944 
$92,944  $192,944  $190,124  $190,124    $363,137

           Age 60  $223,235  $64,053   $64,053  $164,053 $176,199
$176,199 $276,199  $553,234  $553,234    $741,334
           Age 65  $303,476  $69,454   $69,454  $169,454 $231,591
$231,591 $331,591  $920,031  $920,031   $1,122,438
           Age 70  $405,887  $72,784   $72,784  $172,784 $298,582
$298,582 $398,582  $1,517,118$1,517,118 $1,759,857
           Age 75  $536,593  $72,996   $72,996  $172,996 $378,687
$378,687 $478,687  $2,492,102$2,492,102 $2,666,550
         
- -----------------------------------------------------------------
- -------------------------------------------
</TABLE>

  (1)      Assumes a $1,400 payment is made at the beginning of
each Policy
Year. Values will be different if payments are made with a
           different frequency or in different amounts.

  (2)      Assumes that no Policy loan has been made. Excessive
loans or 
withdrawals may cause this Policy to lapse because of
insufficient
           policy value.

  THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY.  THEY ARE
NOT  A REPRESENTATION OF PAST
  OR FUTURE INVESTMENT RATES OF RETURN.  INVESTMENT RESULTS MAY
BE MORE OR LES
 THAN THOSE SHOWN.
  INVESTMENT RESULTS WILL DEPEND ON INVESTMENT ALLOCATIONS AND
THE DIFFERENT
INVESTMENT RATES OF RETURN
  FOR THE PORTFOLIOS.  THESE HYPOTHETICAL INVESTMENT RATES OF
RETURN MAY NOT
 BE ACHIEVED FOR ANY ONE YEAR
  OR SUSTAINED OVER ANY PERIOD.



<PAGE>
                                           Male Non-Smoker Age 45
<TABLE>
<CAPTION>
                                            Face Amount =
$250,000
                                            Level Option

                           BASED ON CURRENT - MONTHLY INSURANCE
PROTECTION CHARGES, (WITHOUT RIDERS),
                                            FUND FEES, M&E AND
ADMINISTRATIVE CHARGES

          
- -----------------------------------------------------------------
- -------------------------------------------
                      Payments         Hypothetical 0%            
 Hypothetical 6%             Hypothetical 12%
                     Made Plus     Gross Investment Return     
Gross Investment Return     Gross Investment Return
                      Interest
            Policy   At 5% Per   Surrender  Policy    Death  
Surrender Policy    Death   Surrender  Policy    Death
             Year       Year       Value    Value    Benefit  
Value     Value   Benefit    Value     Value   Benefit

<S>           <C>      <C>          <C>     <C>     <C>         
<C>    <C>      <C>         <C>     <C>      <C>     
              1        $4,410       $0      $3,173  $250,000    
$0     $3,390   $250,000    $0      $3,607   $250,000
              2        $9,041     $1,901    $6,246  $250,000  
$2,533   $6,878   $250,000  $3,192    $7,537   $250,000
              3       $13,903     $5,336    $9,199  $250,000  
$6,587   $10,449  $250,000  $7,943    $11,806  $250,000
              4       $19,008     $8,669   $12,049  $250,000 
$10,743   $14,123  $250,000  $13,086   $16,466  $250,000
              5       $24,368     $11,882  $14,779  $250,000 
$14,988   $17,885  $250,000  $18,642   $21,540  $250,000

              6       $29,996     $14,973  $17,388  $250,000 
$19,324   $21,739  $250,000  $24,658   $27,073  $250,000
              7       $35,906     $17,937  $19,867  $250,000 
$23,749   $25,679  $250,000  $31,178   $33,108  $250,000
              8       $42,112     $20,757  $22,204  $250,000 
$28,250   $29,698  $250,000  $38,239   $39,687  $250,000
              9       $48,627     $23,425  $24,390  $250,000 
$32,824   $33,789  $250,000  $45,901   $46,866  $250,000
              10      $55,469     $25,926  $26,409  $250,000 
$37,461   $37,943  $250,000  $54,217   $54,699  $250,000

              11      $62,652     $28,712  $28,712  $250,000 
$42,622   $42,622  $250,000  $63,727   $63,727  $250,000
              12      $70,195     $30,903  $30,903  $250,000 
$47,452   $47,452  $250,000  $73,678   $73,678  $250,000
              13      $78,114     $32,984  $32,984  $250,000 
$52,443   $52,443  $250,000  $84,664   $84,664  $250,000
              14      $86,430     $34,955  $34,955  $250,000 
$57,607   $57,607  $250,000  $96,809   $96,809  $250,000
              15      $95,161     $36,810  $36,810  $250,000 
$62,949   $62,949  $250,000 $110,249  $110,249  $250,000

              16      $104,330    $38,546  $38,546  $250,000 
$68,478   $68,478  $250,000 $125,138  $125,138  $250,000
              17      $113,956    $40,159  $40,159  $250,000 
$74,204   $74,204  $250,000 $141,653  $141,653  $250,000
              18      $124,064    $41,640  $41,640  $250,000 
$80,135   $80,135  $250,000 $159,993  $159,993  $250,000
              19      $134,677    $42,981  $42,981  $250,000 
$86,279   $86,279  $250,000 $180,386  $180,386  $250,000
              20      $145,821    $44,173  $44,173  $250,000 
$92,648   $92,648  $250,000 $203,093  $203,093  $250,000

            Age 60    $95,161     $36,810  $36,810  $250,000 
$62,949   $62,949  $250,000 $110,249  $110,249  $250,000
            Age 65    $145,821    $44,173  $44,173  $250,000 
$92,648   $92,648  $250,000 $203,093  $203,093  $250,000
            Age 70    $210,477    $47,934  $47,934  $250,000 
$128,644 $128,644  $250,000 $357,638  $357,638  $414,861
            Age 75    $292,995    $45,851  $45,851  $250,000 
$173,217 $173,217  $250,000 $609,976  $609,976  $652,674
          
- -----------------------------------------------------------------
- -------------------------------------------
</TABLE>

   (1)      Assumes a $1,400  payment is made at the  beginning 
of each  Policy
            Year. Values will be different if payments are made
with a different
            frequency or in different amounts.

   (2)      Assumes that no Policy loan has been made. Excessive
loans or 
withdrawals may cause this Policy to lapse because of
            insufficient policy value.

   THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY.  THEY ARE
 NOT  A REPRESENTATION
   OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  INVESTMENT
RESULTS MAY BE
MORE OR LESS THAN THOSE
   SHOWN.  INVESTMENT RESULTS WILL DEPEND ON INVESTMENT
ALLOCATIONS AND THE
 DIFFERENT INVESTMENT
   RATES OF RETURN FOR THE PORTFOLIOS.  THESE HYPOTHETICAL
INVESTMENT RATES 
OF RETURN MAY NOT BE
   ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.



<PAGE>
<TABLE>
<CAPTION>


                                                                  
                                           Male Non-Smoker Age 30
                                                                  
                                           Face Amount = $100,000
                                                                  
                                           Level Option

                           BASED ON CURRENT - MONTHLY INSURANCE
PROTECTION CHARGES, (WITHOUT RIDERS),
                                            FUND FEES, M&E AND
ADMINISTRATIVE CHARGES

          
- -----------------------------------------------------------------
- -------------------------------------------
                      Payments         Hypothetical 0%            
 Hypothetical 6%             Hypothetical 12%
                     Made Plus     Gross Investment Return     
Gross Investment Return     Gross Investment Return
                      Interest
            Policy   At 5% Per   Surrender  Policy    Death  
Surrender Policy    Death   Surrender  Policy    Death
             Year       Year       Value    Value    Benefit  
Value     Value   Benefit    Value     Value   Benefit

<S>           <C>       <C>         <C>      <C>    <C>         
<C>     <C>     <C>         <C>      <C>     <C>     
              1         $919        $0       $684   $100,000    
$0      $730    $100,000    $0       $776    $100,000
              2        $1,883      $372     $1,358  $100,000   
$507    $1,493   $100,000   $647     $1,633   $100,000
              3        $2,896     $1,146    $2,022  $100,000  
$1,414   $2,290   $100,000  $1,705    $2,581   $100,000
              4        $3,960     $1,908    $2,675  $100,000  
$2,355   $3,122   $100,000  $2,860    $3,627   $100,000
              5        $5,077     $2,649    $3,306  $100,000  
$3,323   $3,980   $100,000  $4,114    $4,771   $100,000

              6        $6,249     $3,369    $3,917  $100,000  
$4,317   $4,865   $100,000  $5,475    $6,023   $100,000
              7        $7,480     $4,080    $4,518  $100,000  
$5,351   $5,789   $100,000  $6,969    $7,407   $100,000
              8        $8,773     $4,771    $5,099  $100,000  
$6,416   $6,744   $100,000  $8,596    $8,924   $100,000
              9       $10,131     $5,441    $5,660  $100,000  
$7,511   $7,730   $100,000  $10,371   $10,590  $100,000
              10      $11,556     $6,093    $6,202  $100,000  
$8,641   $8,750   $100,000  $12,310   $12,419  $100,000

              11      $13,052     $6,730    $6,730  $100,000  
$9,813   $9,813   $100,000  $14,446   $14,446  $100,000
              12      $14,624     $7,234    $7,234  $100,000 
$10,911   $10,911  $100,000  $16,674   $16,674  $100,000
              13      $16,274     $7,717    $7,717  $100,000 
$12,045   $12,045  $100,000  $19,127   $19,127  $100,000
              14      $18,006     $8,175    $8,175  $100,000 
$13,215   $13,215  $100,000  $21,826   $21,826  $100,000
              15      $19,825     $8,608    $8,608  $100,000 
$14,423   $14,423  $100,000  $24,800   $24,800  $100,000

              16      $21,735     $9,021    $9,021  $100,000 
$15,673   $15,673  $100,000  $28,081   $28,081  $100,000
              17      $23,741     $9,406    $9,406  $100,000 
$16,961   $16,961  $100,000  $31,699   $31,699  $100,000
              18      $25,847     $9,769    $9,769  $100,000 
$18,295   $18,295  $100,000  $35,695   $35,695  $100,000
              19      $28,058     $10,110  $10,110  $100,000 
$19,678   $19,678  $100,000  $40,113   $40,113  $100,000
              20      $30,379     $10,428  $10,428  $100,000 
$21,111   $21,111  $100,000  $44,998   $44,998  $100,000

            Age 60    $61,041     $11,900  $11,900  $100,000 
$38,484   $38,484  $100,000 $132,761  $132,761  $177,900
            Age 65    $82,982     $11,055  $11,055  $100,000 
$49,788   $49,788  $100,000 $221,477  $221,477  $270,202
            Age 70    $110,985    $8,704    $8,704  $100,000 
$63,668   $63,668  $100,000 $365,891  $365,891  $424,433
            Age 75    $146,725    $3,627    $3,627  $100,000 
$81,195   $81,195  $100,000 $601,703  $601,703  $643,823
          
- -----------------------------------------------------------------
- -------------------------------------------

</TABLE>


(1)      Assumes a $4,200  payment is made at the beginning of
each Policy Year.
         Values  will  be  different  if  payments  are  made 
with a  different
         frequency or in different amounts.

(2)      Assumes that no Policy loan has been made. Excessive
loans or
withdrawals may cause this Policy to lapse because of
         insufficient policy value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY.  THEY ARE NOT
  A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  INVESTMENT RESULTS
MAY BE MORE
OR LESS THAN THOSE
SHOWN.  INVESTMENT RESULTS WILL DEPEND ON INVESTMENT ALLOCATIONS
AND THE
 DIFFERENT INVESTMENT
RATES OF RETURN FOR THE PORTFOLIOS.  THESE HYPOTHETICAL
INVESTMENT RATES OF 
RETURN MAY NOT BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.



<PAGE>




       
     

<TABLE>
<CAPTION>
                                                                  
                                      Male Non-Smoker Age 45
                                                                  
                                      Face Amount = $250,000
                                                                  
                                      Adjustible Option

                          BASED ON CURRENT - MONTHLY INSURANCE
PROTECTION CHARGES, (WITHOUT RIDERS),
                                           FUND FEES, M&E AND
ADMINISTRATIVE CHARGES

         
- -----------------------------------------------------------------
- -------------------------------------------
                   Payments        Hypothetical 0%            
Hypothetical 6%               Hypothetical 12%
                   Made Plus   Gross Investment Return     Gross
Investment Return       Gross Investment Return
                   Interest
           Policy  At 5% Per Surrender Policy    Death  
SurrenderPolicy    Death    Surrender  Policy      Death
            Year     Year     Value     Value   Benefit   Value   
Value   Benefit     Value     Value     Benefit

<S>          <C>    <C>       <C>      <C>      <C>       <C>    
<C>      <C>        <C>       <C>        <C>     
             1      $15,540   $8,337   $13,167  $263,167  $9,163 
$13,993  $263,993   $9,990    $14,820    $264,820
             2      $31,857  $21,708   $26,053  $276,053 $24,184 
$28,529  $278,529   $26,760   $31,105    $281,105
             3      $48,990  $34,779   $38,642  $288,642 $39,747 
$43,610  $293,610   $45,123   $48,986    $298,986
             4      $66,979  $47,571   $50,951  $300,951 $55,892 
$59,272  $309,272   $65,259   $68,639    $318,639
             5      $85,868  $60,067   $62,964  $312,964 $72,621 
$75,518  $325,518   $87,329   $90,226    $340,226

             6     $105,702  $72,267   $74,682  $324,682 $89,955 
$92,370  $342,370  $111,526  $113,941    $363,941
             7     $126,527  $84,166   $86,096  $336,096 $107,908
$109,838 $359,838  $138,058  $139,988    $389,988
             8     $148,393  $95,746   $97,194  $347,194 $126,486
$127,933 $377,933  $167,144  $168,592    $418,592
             9     $171,353  $107,001 $107,966  $357,966 $145,701
$146,666 $396,666  $199,034  $199,999    $449,999
             10    $195,460  $117,913 $118,396  $368,396 $165,560
$166,042 $416,042  $233,993  $234,476    $484,476

             11    $220,773  $129,142 $129,142  $379,142 $186,828
$186,828 $436,828  $273,196  $273,196    $523,196
             12    $247,352  $139,620 $139,620  $389,620 $208,436
$208,436 $458,436  $315,859  $315,859    $565,859
             13    $275,260  $149,835 $149,835  $399,835 $230,902
$230,902 $480,902  $362,879  $362,879    $612,879
             14    $304,563  $159,786 $159,786  $409,786 $254,263
$254,263 $504,263  $414,708  $414,708    $664,708
             15    $335,331  $169,469 $169,469  $419,469 $278,548
$278,548 $528,548  $471,840  $471,840    $721,840

             16    $367,637  $178,879 $178,879  $428,879 $303,790
$303,790 $553,790  $534,821  $534,821    $784,821
             17    $401,559  $188,014 $188,014  $438,014 $330,024
$330,024 $580,024  $604,256  $604,256    $854,256
             18    $437,177  $196,864 $196,864  $446,864 $357,281
$357,281 $607,281  $680,807  $680,807    $930,807
             19    $474,576  $205,419 $205,419  $455,419 $385,592
$385,592 $635,592  $765,203  $765,203   $1,015,203
             20    $513,845  $213,672 $213,672  $463,672 $414,991
$414,991 $664,991  $858,252  $858,252   $1,108,252

           Age 60  $335,331  $169,469 $169,469  $419,469 $278,548
$278,548 $528,548  $471,840  $471,840    $721,840
           Age 65  $513,845  $213,672 $213,672  $463,672 $414,991
$414,991 $664,991  $858,252  $858,252   $1,108,252
           Age 70  $741,679  $250,502 $250,502  $500,502 $580,030
$580,030 $830,030  $1,488,476$1,488,476 $1,738,476
           Age 75  $1,032,460$277,561 $277,561  $527,561 $777,414
$777,414$1,027,414 $2,516,266$2,516,266 $2,766,266
         
- -----------------------------------------------------------------
- -------------------------------------------
</TABLE>


(1)      Assumes a $4,200  payment is made at the beginning of
each Policy Year.
         Values  will  be  different  if  payments  are  made 
with a  different
         frequency or in different amounts.

(2)      Assumes that no Policy loan has been made. Excessive
loans or
          withdrawals may cause this Policy to lapse because of
         insufficient policy value.


THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY.  THEY ARE
NOT  A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  INVESTMENT RESULTS
MAY BE MORE
OR LESS THAN THOSE
SHOWN.  INVESTMENT RESULTS WILL DEPEND ON INVESTMENT ALLOCATIONS
AND THE
DIFFERENT INVESTMENT
RATES OF RETURN FOR THE PORTFOLIOS.  THESE HYPOTHETICAL
INVESTMENT RATES OF 
RETURN MAY NOT BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


<PAGE>







   
                                           TRANSAMERICA
OCCIDENTAL LIFE
                                              SEPARATE ACCOUNT
VUL-1
                 FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
<TABLE>
<CAPTION>

                                                                  
                                  Male Non-Smoker Age 45
                                                                  
                                  Face Amount = $250,000
                                                                  
                                  Level Option

                     BASED ON GUARANTEED - MONTHLY INSURANCE
PROTECTION CHARGES, (WITHOUT RIDERS),
                                       FUND FEES, M&E AND
ADMINISTRATIVE CHARGES

         
- -----------------------------------------------------------------
- -----------------------------------
                   Payments       Hypothetical 0%           
Hypothetical 6%            Hypothetical 12%
                   Made Plus  Gross Investment Return    Gross
Investment Return    Gross Investment Return
                   Interest
           Policy  At 5% PerSurrender Policy    Death   Surrender
Policy   Death   Surrender Policy   Death
            Year     Year    Value    Value    Benefit   Value   
Value   Benefit   Value    Value   Benefit

<S>          <C>    <C>        <C>    <C>     <C>          <C>   
<C>     <C>         <C>    <C>     <C>     
             1      $4,410     $0     $3,168  $250,000     $0    
$3,384  $250,000    $0     $3,601  $250,000
             2      $9,041   $1,885   $6,230  $250,000   $2,517  
$6,862  $250,000  $3,175   $7,520  $250,000
             3     $13,903   $5,298   $9,161  $250,000   $6,546 
$10,408  $250,000  $7,899  $11,762  $250,000
             4     $19,008   $8,613  $11,993  $250,000  $10,679 
$14,059  $250,000 $13,014  $16,394  $250,000
             5     $24,368  $11,803  $14,700  $250,000  $14,894 
$17,792  $250,000 $18,533  $21,431  $250,000

             6     $29,996  $14,845  $17,260  $250,000  $19,171 
$21,586  $250,000 $24,476  $26,891  $250,000
             7     $35,906  $17,773  $19,703  $250,000  $23,544 
$25,474  $250,000 $30,923  $32,853  $250,000
             8     $42,112  $20,558  $22,005  $250,000  $27,990 
$29,438  $250,000 $37,901  $39,349  $250,000
             9     $48,627  $23,180  $24,145  $250,000  $32,493 
$33,458  $250,000 $45,451  $46,416  $250,000
             10    $55,469  $25,617  $26,100  $250,000  $37,032 
$37,515  $250,000 $53,619  $54,101  $250,000

             11    $62,652  $27,875  $27,875  $250,000  $41,617 
$41,617  $250,000 $62,483  $62,483  $250,000
             12    $70,195  $29,447  $29,447  $250,000  $45,748 
$45,748  $250,000 $71,629  $71,629  $250,000
             13    $78,114  $30,823  $30,823  $250,000  $49,915 
$49,915  $250,000 $81,640  $81,640  $250,000
             14    $86,430  $31,980  $31,980  $250,000  $54,105 
$54,105  $250,000 $92,610  $92,610  $250,000
             15    $95,161  $32,896  $32,896  $250,000  $58,302 
$58,302  $250,000 $104,650 $104,650 $250,000

             16    $104,330 $33,549  $33,549  $250,000  $62,494 
$62,494  $250,000 $117,895 $117,895 $250,000
             17    $113,956 $33,917  $33,917  $250,000  $66,667 
$66,667  $250,000 $132,500 $132,500 $250,000
             18    $124,064 $33,977  $33,977  $250,000  $70,810 
$70,810  $250,000 $148,653 $148,653 $250,000
             19    $134,677 $33,678  $33,678  $250,000  $74,890 
$74,890  $250,000 $166,563 $166,563 $250,000
             20    $145,821 $32,942  $32,942  $250,000  $78,854 
$78,854  $250,000 $186,479 $186,479 $250,000

           Age 60  $95,161  $32,896  $32,896  $250,000  $58,302 
$58,302  $250,000 $104,650 $104,650 $250,000
           Age 65  $145,821 $32,942  $32,942  $250,000  $78,854 
$78,854  $250,000 $186,479 $186,479 $250,000
           Age 70  $210,477 $21,539  $21,539  $250,000  $97,104 
$97,104  $250,000 $324,175 $324,175 $376,044
           Age 75  $292,995    $0       $0       $0     $107,546
$107,546 $250,000 $544,397 $544,397 $582,505
         
- -----------------------------------------------------------------
- -----------------------------------

</TABLE>

(1)      Assumes a payment of $875  (approximately  90% of the 
guideline  level
         premium) is made at the  beginning of each Policy Year. 
Values will be
         different  if  payments  are  made  with a  different 
frequency  or in
         different amounts.

(2)      Assumes that no Policy loan has been made.  Excessive 
loans or partial
         withdrawals  may cause this  Policy to lapse  because 
of  insufficient
         Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY. THEY ARE NOT
REPRESENTATIVE OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
INVESTMENT RESULTS
MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL
DEPEND ON
INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF
RETURN FOR THE
PORTFOLIOS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT
BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.
    



<PAGE>



   
                                           TRANSAMERICA
OCCIDENTAL LIFE
                                              SEPARATE ACCOUNT
VUL-1
                 FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
<TABLE>
<CAPTION>


                                                                  
                                  Male Non-Smoker Age 30
                                                                  
                                  Face Amount = $100,000
                                                                  
                                  Level Option

                     BASED ON GUARANTEED - MONTHLY INSURANCE
PROTECTION CHARGES, (WITHOUT RIDERS),
                                       FUND FEES, M&E AND
ADMINISTRATIVE CHARGES

         
- -----------------------------------------------------------------
- -----------------------------------
                   Payments       Hypothetical 0%           
Hypothetical 6%            Hypothetical 12%
                   Made Plus  Gross Investment Return    Gross
Investment Return    Gross Investment Return
                   Interest
           Policy  At 5% PerSurrender Policy    Death   Surrender
Policy   Death   Surrender Policy   Death
            Year     Year    Value    Value    Benefit   Value   
Value   Benefit   Value    Value   Benefit

<S>          <C>     <C>       <C>     <C>    <C>          <C>    
<C>    <C>         <C>     <C>    <C>     
             1       $919      $0      $683   $100,000     $0     
$729   $100,000    $0      $775   $100,000
             2      $1,883    $369    $1,355  $100,000    $503   
$1,489  $100,000   $644    $1,630  $100,000
             3      $2,896   $1,139   $2,015  $100,000   $1,407  
$2,283  $100,000  $1,697   $2,573  $100,000
             4      $3,960   $1,897   $2,664  $100,000   $2,343  
$3,110  $100,000  $2,846   $3,613  $100,000
             5      $5,077   $2,634   $3,291  $100,000   $3,305  
$3,962  $100,000  $4,092   $4,749  $100,000

             6      $6,249   $3,348   $3,896  $100,000   $4,290  
$4,838  $100,000  $5,443   $5,991  $100,000
             7      $7,480   $4,052   $4,490  $100,000   $5,315  
$5,753  $100,000  $6,923   $7,361  $100,000
             8      $8,773   $4,736   $5,064  $100,000   $6,368  
$6,696  $100,000  $8,534   $8,862  $100,000
             9     $10,131   $5,398   $5,617  $100,000   $7,450  
$7,669  $100,000 $10,287  $10,506  $100,000
             10    $11,556   $6,040   $6,149  $100,000   $8,564  
$8,673  $100,000 $12,201  $12,310  $100,000

             11    $13,052   $6,651   $6,651  $100,000   $9,699  
$9,699  $100,000 $14,280  $14,280  $100,000
             12    $14,624   $7,134   $7,134  $100,000  $10,760 
$10,760  $100,000 $16,445  $16,445  $100,000
             13    $16,274   $7,587   $7,587  $100,000  $11,845 
$11,845  $100,000 $18,814  $18,814  $100,000
             14    $18,006   $8,022   $8,022  $100,000  $12,968 
$12,968  $100,000 $21,421  $21,421  $100,000
             15    $19,825   $8,429   $8,429  $100,000  $14,120 
$14,120  $100,000 $24,282  $24,282  $100,000

             16    $21,735   $8,807   $8,807  $100,000  $15,302 
$15,302  $100,000 $27,425  $27,425  $100,000
             17    $23,741   $9,159   $9,159  $100,000  $16,518 
$16,518  $100,000 $30,881  $30,881  $100,000
             18    $25,847   $9,473   $9,473  $100,000  $17,758 
$17,758  $100,000 $34,675  $34,675  $100,000
             19    $28,058   $9,760   $9,760  $100,000  $19,035 
$19,035  $100,000 $38,856  $38,856  $100,000
             20    $30,379  $10,012  $10,012  $100,000  $20,341 
$20,341  $100,000 $43,459  $43,459  $100,000

           Age 60  $61,041   $9,694   $9,694  $100,000  $35,072 
$35,072  $100,000 $125,795 $125,795 $168,565
           Age 65  $82,982   $5,980   $5,980  $100,000  $42,853 
$42,853  $100,000 $207,084 $207,084 $252,642
           Age 70  $110,985    $0       $0       $0     $49,991 
$49,991  $100,000 $336,136 $336,136 $389,918
           Age 75  $146,725    $0       $0       $0     $55,111 
$55,111  $100,000 $542,159 $542,159 $580,111
         
- -----------------------------------------------------------------
- -----------------------------------
</TABLE>


(1)      Assumes a payment of $875  (approximately  90% of the 
guideline  level
         premium) is made at the  beginning of each Policy Year. 
Values will be
         different  if  payments  are  made  with a  different 
frequency  or in
         different amounts.

(2)      Assumes that no Policy loan has been made.  Excessive 
loans or partial
         withdrawals  may cause this  Policy to lapse  because 
of  insufficient
         Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY. THEY ARE NOT
REPRESENTATIVE OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
INVESTMENT RESULTS
MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL
DEPEND ON
INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF
RETURN FOR THE
    



<PAGE>



   
PORTFOLIOS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT
BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.
    


<PAGE>







   
                                           TRANSAMERICA
OCCIDENTAL LIFE
                                              SEPARATE ACCOUNT
VUL-1
                 FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
<TABLE>
<CAPTION>

                                                                  
                                       Male Non-Smoker Age 30
                                                                  
                                       Face Amount = $100,000
                                                                  
                                       Adjustible Option

                        BASED ON GUARANTEED - MONTHLY INSURANCE
PROTECTION CHARGES, (WITHOUT RIDERS),
                                          FUND FEES, M&E AND
ADMINISTRATIVE CHARGES

         
- -----------------------------------------------------------------
- ------------------------------------------
                    Payments        Hypothetical 0%           
Hypothetical 6%              Hypothetical 12%
                   Made Plus    Gross Investment Return    Gross
Investment Return       Gross Investment Return
                    Interest
           Policy  At 5% Per  Surrender Policy    Death  
Surrender Policy   Death   Surrender   Policy     Death
            Year      Year     Value    Value    Benefit   Value  
 Value   Benefit    Value     Value     Benefit

<S>          <C>     <C>       <C>      <C>     <C>        <C>    
 <C>     <C>       <C>        <C>       <C>     
             1       $3,360    $1,777   $2,873  $102,873   $1,957 
 $3,053  $103,053  $2,137     $3,233    $103,233
             2       $6,888    $4,708   $5,694  $105,694   $5,247 
 $6,233  $106,233  $5,808     $6,794    $106,794
             3      $10,592    $7,587   $8,463  $108,463   $8,670 
 $9,546  $109,546  $9,842    $10,718    $110,718
             4      $14,482   $10,414  $11,181  $111,181  $12,230 
$12,997  $112,997  $14,273   $15,040    $115,040
             5      $18,566   $13,181  $13,838  $113,838  $15,922 
$16,579  $116,579  $19,133   $19,790    $119,790

             6      $22,854   $15,886  $16,434  $116,434  $19,751 
$20,299  $120,299  $24,462   $25,010    $125,010
             7      $27,357   $18,545  $18,983  $118,983  $23,736 
$24,174  $124,174  $30,322   $30,760    $130,760
             8      $32,085   $21,145  $21,473  $121,473  $27,870 
$28,198  $128,198  $36,755   $37,083    $137,083
             9      $37,049   $23,687  $23,906  $123,906  $32,159 
$32,378  $132,378  $43,818   $44,037    $144,037
             10     $42,262   $26,173  $26,282  $126,282  $36,610 
$36,719  $136,719  $51,576   $51,685    $151,685

             11     $47,735   $28,591  $28,591  $128,591  $41,217 
$41,217  $141,217  $60,085   $60,085    $160,085
             12     $53,482   $30,846  $30,846  $130,846  $45,891 
$45,891  $145,891  $69,327   $69,327    $169,327
             13     $59,516   $33,036  $33,036  $133,036  $50,735 
$50,735  $150,735  $79,475   $79,475    $187,562
             14     $65,851   $35,174  $35,174  $135,174  $55,768 
$55,768  $155,768  $90,619   $90,619    $207,518
             15     $72,504   $37,249  $37,249  $137,249  $60,987 
$60,987  $160,987 $102,843   $102,843   $228,310

             16     $79,489   $39,262  $39,262  $139,262  $66,399 
$66,399  $166,399 $116,252   $116,252   $249,942
             17     $86,824   $41,215  $41,215  $141,215  $72,012 
$72,012  $172,012 $130,961   $130,961   $273,710
             18     $94,525   $43,097  $43,097  $143,097  $77,823 
$77,823  $177,823 $147,082   $147,082   $298,576
             19     $102,611  $44,920  $44,920  $144,920  $83,851 
$83,851  $183,851 $164,771   $164,771   $324,599
             20     $111,102  $46,674  $46,674  $146,674  $90,094 
$90,094  $190,094 $184,167   $184,167   $351,758

           Age 60   $223,235  $60,221  $60,221  $160,221 
$167,255 $167,255 $267,255 $525,854   $525,854   $704,645
           Age 65   $303,476  $62,375  $62,375  $162,375 
$215,417 $215,417 $315,417 $862,722   $862,722  $1,052,521
           Age 70   $405,887  $59,222  $59,222  $159,222 
$269,013 $269,013 $369,013 $1,397,511$1,397,511 $1,621,113
           Age 75   $536,593  $47,701  $47,701  $147,701 
$325,328 $325,328 $425,328 $2,251,258$2,251,258 $2,408,846
         
- -----------------------------------------------------------------
- ------------------------------------------

</TABLE>
 
(1)      Assumes a payment of $4,200  (approximately  90% of the
guideline level
         premium) is made at the  beginning of each Policy Year. 
Values will be
         different  if  payments  are  made  with a  different 
frequency  or in
         different amounts.

(2)      Assumes that no Policy loan has been made.  Excessive 
loans or partial
         withdrawals  may cause this  Policy to lapse  because 
of  insufficient
         Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY. THEY ARE NOT
REPRESENTATIVE OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
INVESTMENT RESULTS
MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL
DEPEND ON
INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF
RETURN FOR THE
PORTFOLIOS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT
BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.
    


<PAGE>








   
                          TRANSAMERICA OCCIDENTAL LIFE
                             SEPARATE ACCOUNT VUL-1
                 FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY

<TABLE>
<CAPTION>
 
                                                                  
                                       Male Non-Smoker Age 45
                                                                  
                                       Face Amount = $250,000
                                                                  
                                       Adjustible Option

                        BASED ON GUARANTEED - MONTHLY INSURANCE
PROTECTION CHARGES, (WITHOUT RIDERS),
                                          FUND FEES, M&E AND
ADMINISTRATIVE CHARGES

         
- -----------------------------------------------------------------
- ------------------------------------------
                    Payments        Hypothetical 0%           
Hypothetical 6%              Hypothetical 12%
                   Made Plus    Gross Investment Return    Gross
Investment Return       Gross Investment Return
                    Interest
           Policy  At 5% Per  Surrender Policy    Death  
Surrender Policy   Death   Surrender   Policy     Death
            Year      Year     Value    Value    Benefit   Value  
 Value   Benefit    Value     Value     Benefit

<S>          <C>    <C>        <C>     <C>      <C>        <C>    
<C>      <C>       <C>       <C>        <C>     
             1      $15,540    $8,316  $13,146  $263,146   $9,142 
$13,972  $263,972  $9,969    $14,799    $264,799
             2      $31,857   $21,647  $25,992  $275,992  $24,121 
$28,466  $278,466  $26,695   $31,040    $281,040
             3      $48,990   $34,651  $38,514  $288,514  $39,609 
$43,472  $293,472  $44,975   $48,837    $298,837
             4      $66,979   $47,367  $50,747  $300,747  $55,662 
$59,042  $309,042  $65,002   $68,382    $318,382
             5      $85,868   $59,770  $62,668  $312,668  $72,272 
$75,170  $325,170  $86,921   $89,819    $339,819

             6      $105,702  $71,836  $74,251  $324,251  $89,432 
$91,847  $341,847 $110,895   $113,310   $363,310
             7      $126,527  $83,603  $85,533  $335,533 
$107,198 $109,128 $359,128 $137,165   $139,095   $389,095
             8      $148,393  $95,043  $96,490  $346,490 
$125,559 $127,007 $377,007 $165,928   $167,375   $417,375
             9      $171,353  $106,133 $107,098 $357,098 
$144,513 $145,478 $395,478 $197,409   $198,374   $448,374
             10     $195,460  $116,852 $117,334 $367,334 
$164,053 $164,535 $414,535 $231,853   $232,335   $482,335

             11     $220,773  $127,204 $127,204 $377,204 
$184,203 $184,203 $434,203 $269,561   $269,561   $519,561
             12     $247,352  $136,686 $136,686 $386,686 
$204,476 $204,476 $454,476 $310,351   $310,351   $560,351
             13     $275,260  $145,786 $145,786 $395,786 
$225,380 $225,380 $475,380 $355,068   $355,068   $605,068
             14     $304,563  $154,482 $154,482 $404,482 
$246,910 $246,910 $496,910 $404,080   $404,080   $654,080
             15     $335,331  $162,752 $162,752 $412,752 
$269,062 $269,062 $519,062 $457,792   $457,792   $707,792

             16     $367,637  $170,573 $170,573 $420,573 
$291,831 $291,831 $541,831 $516,649   $516,649   $766,649
             17     $401,559  $177,924 $177,924 $427,924 
$315,212 $315,212 $565,212 $581,145   $581,145   $831,145
             18     $437,177  $184,785 $184,785 $434,785 
$339,200 $339,200 $589,200 $651,820   $651,820   $901,820
             19     $474,576  $191,104 $191,104 $441,104 
$363,759 $363,759 $613,759 $729,241   $729,241   $979,241
             20     $513,845  $196,802 $196,802 $446,802 
$388,821 $388,821 $638,821 $813,997   $813,997  $1,063,997

           Age 60   $335,331  $162,752 $162,752 $412,752 
$269,062 $269,062 $519,062 $457,792   $457,792   $707,792
           Age 65   $513,845  $196,802 $196,802 $446,802 
$388,821 $388,821 $638,821 $813,997   $813,997  $1,063,997
           Age 70   $741,679  $216,630 $216,630 $466,630 
$524,674 $524,674 $774,674 $1,384,485$1,384,485 $1,634,485
           Age 75  $1,032,460 $213,291 $213,291 $463,291 
$667,766 $667,766 $917,766 $2,288,307$2,288,307 $2,538,307
         
- -----------------------------------------------------------------
- ------------------------------------------
</TABLE>


(1)      Assumes a payment of $4,200  (approximately  90% of the
guideline level
         premium) is made at the  beginning of each Policy Year. 
Values will be
         different  if  payments  are  made  with a  different 
frequency  or in
         different amounts.

(2)      Assumes that no Policy loan has been made.  Excessive 
loans or partial
         withdrawals  may cause this  Policy to lapse  because 
of  insufficient
         Policy Value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE
ONLY. THEY ARE NOT
REPRESENTATIVE OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
INVESTMENT RESULTS
MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL
DEPEND ON
INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF
RETURN FOR THE
    



<PAGE>



   
PORTFOLIOSS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY
NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.
    


<PAGE>







   
                                           TRANSAMERICA
OCCIDENTAL LIFE
                                           

    
APPENDIX E
                                             MAXIMUM SURRENDER
CHARGES

   
We  compute  surrender  charges on the Policy by using a rate per
$1,000 of face
amount of insurance.  The rate which applies to a Policy is based
on whether the
insured is male or female  (male  rates are used if the  Policy
is issued  using
unisex  rates);  the insured's  age at the start of the surrender 
charge period
(date of issue for the initial face amount or effective  date of
increase for an
increase in face  amount);  and the number of years during  which
the  surrender
charges have been effective.

The  surrender  charges are  computed on the date of issue for
the initial  face
amount and apply for ten years from the date of issue. New
surrender charges are
computed  for any  increase in face  amount.  The  surrender 
charges for a face
increase  amount apply for ten years from the date the increase
is effective and
apply only to the face increase amount.

During the period that surrender  charges apply,  the rate
decreases each Policy
year on the Policy  anniversary  for the initial  face amount and
on each twelve
month  anniversary of the effective date of the face increase 
amount.  The rate
established  on the Policy  anniversary or twelve month 
anniversary  for a face
increase amount applies during that year.
    

The maximum surrender charge rate is the rate in the first year
of the surrender
charge period.  These rates are listed on the next page.  Male
rates are used if
unisex rates apply on the Policy.

The maximum  amount of the surrender  charges is calculated by 
multiplying  the
appropriate  rate from the  table by the face  amount of 
insurance  divided  by
$1,000. For example,  if the Insured is a male, age 45 at issue,
and the initial
face amount of the Policy is $200,000,  the maximum  surrender
charges amount is
determined as follows:

         1 Find 45 under the column Insured's Age.
         1    Find the rate per $1,000 for age 45 under the
column Male Rates 
($) -- $19.32.
         1    Divide the face amount by $1,000 -- $200,000
divided by $1,000 
equals 200.
         1    Multiply the rate in item 2 by the result in number
3 -- $19.32
times 200 equals
              $3,864.

   
The  amount  of  the  surrender  charges  decreases  each  year 
on  the  Policy
anniversary (or twelve month  anniversary for a face increase
amount) as long as
the face amount of insurance does not change.  For the example
shown above,  for
instance,  the  surrender  charges rate in the fifth Policy year
is $11.59.  The
surrender  charges amount in the fifth year on a $200,000 face
amount is $2,318.
The  surrender  charges  rate in the tenth Policy year is $1.93. 
The  surrender
charges amount in the tenth year on a $200,000 face amount is
$386.
    



<PAGE>







                                          Maximum Surrender
Charge Rates


 Insured's Age   Male Rates  Female Rates  Insured's Age  Male
Rates  Female
                    ($)           ($)                        ($)  
   Rates ($)

    0             6.65          6.44          35           12.76  
     12.12
    1             6.72          6.49          36           13.23  
     12.55
    2             6.79          6.57          37           13.73  
     13.02
    3             6.89          6.65          38           14.28  
     13.53
    4             6.95          6.72          39           14.90  
     14.11
    5             7.03          6.79          40           15.51  
     14.67
    6             7.12          6.87          41           16.30  
     15.41
    7             7.19          6.94          42           16.96  
     16.02
    8             7.27          7.00          43           17.72  
     16.73
    9             7.35          7.08          44           18.54  
     17.49
    10            7.42          7.15          45           19.32  
     18.21
    11            7.50          7.23          46           20.52  
     19.34
    12            7.58          7.31          47           21.74  
     20.47
    13            7.66          7.37          48           22.95  
     21.58
    14            7.74          7.45          49           24.15  
     22.71
    15            7.83          7.53          50           25.36  
     23.84
    16            7.90          7.59          51           27.04  
     25.40
    17            7.97          7.67          52           28.71  
     26.96
    18            8.07          7.75          53           30.39  
     28.51
    19            8.21          7.88          54           32.06  
     30.07
    20            8.39          8.05          55           33.74  
     31.63
    21            8.55          8.20          56           35.14  
     32.94
    22            8.75          8.38          57           36.55  
     34.25
    23            8.93          8.55          58           37.96  
     35.56
    24            9.17          8.77          59           39.37  
     36.87
    25            9.48          9.06          60           40.78  
     38.18
    26            9.76          9.33          61           42.52  
     39.79
    27            10.03         9.59          62           44.25  
     41.41
    28            10.32         9.85          63           45.99  
     43.02
    29            10.64        10.14          64           47.72  
     44.64
    30            10.96        10.45          65           49.47  
     46.26
    31            11.28        10.74          66           53.18  
     49.71
    32            11.62        11.06          67           54.00  
     53.16
    33            11.97        11.38          68           54.00  
     54.00
    34            12.37        11.75         69-80         54.00  
     54.00







<PAGE>



                                       CONTENTS OF THE REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-reference  to items required by Form N-8B-2.  The  prospectus  consists of
____ pages.
The undertaking to file reports.
The  undertaking  pursuant  to  Rule  484  under  the  Securities  Act of  1933.
Representations Pursuant to Section 26(e) of the Investment Company Act of 1940

The signatures.

Written consents of the following persons:

     1.    Ernst & Young L.L.P.
     2.    Opinion of Counsel
     3.     Actuarial Opinion

The following exhibits:

     1.    Exhibit 1
     (Exhibits required by paragraph A of the instructions to Form N-8B-2)

           (1)    Certified copy of Resolutions of the Board of Directors of the
                  Company of  December  6, 1996  establishing  the  Transamerica
                  Occidental Life Separate Account
                  VUL-1. 1/

           (2)    Not Applicable.

 (3)  (a)    Form of  Distribution  Agreement  between  Transamerica  Securities
            Sales  Corporation  and  Transamerica   Occidental  Life  Insurance
               Company. 1/


     (b)    Form  of  Sales  Agreement  between  Transamerica  Life  Companies,
              Transamerica Securities Sales Corporation and Broker-Dealers 1/


           (4)    Not Applicable.

           (5) Forms of Policy and Policy riders.

           (6)    Organizational documents of the Company, as amended. 1/

           (7)    Not Applicable.

           (8) Form of Participation Agreement between:  Transamerica Occidental
Life Insurance Company and:

                  (a) The Alger American Fund
                  (b) Alliance Variable Products Series Fund, Inc.
                  (c) Janus Aspen Series
                  (d) Morgan Stanley Universal Funds, Inc.
                  (e) OCC Accumulation Trust

   
           (9)    Administrative Agreements between Transamerica Occidental 
Life Insurance Company
and First Allmerica Financial Life Insurance Company
    

           (10)   Form of Application 1/

           (11)   Issuance, Transfer and Redemption Procedures Memorandum.

   
           (12)   Financial Data Schedule. 2/
    

     2. Form of Policy and Policy riders are included in Exhibit 1 above.

     3.    Opinion of Counsel. 1/

     4.    Not Applicable.

     5.    Not Applicable.

     6.    Actuarial consent

   
     7.    Consent of Independent Accountants 2/
    

     8.    Powers of Attorney 1/

     1/    Incorporated  herein  by  reference  to the  initial  filing  of this
           Registration Statement (File No. 333-37883) on October 14, 1997.

   
     2/ Filed herewith.
    


<PAGE>


FORM S-6 EXHIBITS Exhibit 1.


     (12)  Financial Data Schedule


Exhibit 7  Consent of Independent Accountants




   
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Independent Auditors"
and to the  incorporation  by reference of our report dated February 12, 1997 on
the consolidated financial statements of Transamerica  Occidental Life Insurance
Company  contained in the  Registration  Statement  (Form S-6 No.  333-37883) of
Transamerica Occidental Life Separate Account VUL-1.



/s/ Ernst & Young LLP

Los Angeles, California
January 13, 1998
    


<TABLE> <S> <C>


<ARTICLE>                                           7
<LEGEND>
Third quarter unaudited Company financial statement.
</LEGEND>
<CIK>                         0001046374
 <NAME>                        Transamerica Occidental Life Insurance Company
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-30-1997
<EXCHANGE-RATE>                                1.000  
<DEBT-HELD-FOR-SALE>                           28,374,880
<DEBT-CARRYING-VALUE>                          28,374,880
<DEBT-MARKET-VALUE>                            28,374,880
<EQUITIES>                                     858,978
<MORTGAGE>                                     729,762
<REAL-ESTATE>                                  21,119
<TOTAL-INVEST>                                 30,703,712
<CASH>                                         21,644
<RECOVER-REINSURE>                             672,789
<DEFERRED-ACQUISITION>                         2,110,360
<TOTAL-ASSETS>                                 40,145,874
<POLICY-LOSSES>                                5,341,944
<UNEARNED-PREMIUMS>                            58,731 
<POLICY-OTHER>                                 498,013
<POLICY-HOLDER-FUNDS>                          23,727,939
<NOTES-PAYABLE>                                0      
                          0      
                                    0      
<COMMON>                                       27,587 
<OTHER-SE>                                     4,081,888
<TOTAL-LIABILITY-AND-EQUITY>                   40,145,874
                                     1,515,201
<INVESTMENT-INCOME>                            1,612,626
<INVESTMENT-GAINS>                             (19,369)
<OTHER-INCOME>                                 0      
<BENEFITS>                                     2,269,291
<UNDERWRITING-AMORTIZATION>                    210,372
<UNDERWRITING-OTHER>                           322,231
<INCOME-PRETAX>                                306,564
<INCOME-TAX>                                   91,980
<INCOME-CONTINUING>                            214,584
<DISCONTINUED>                                 0      
<EXTRAORDINARY>                                0
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</TABLE>


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