SEP ACCT VUL 1 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO
497, 1998-02-03
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          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 of Contents

SUMMARY  4
         INVESTMENT OBJECTIVES AND POLICIES, AND INVESTMENT ADVISERS......6
SPECIAL TERMS............................................................18
DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT, AND THE PORTFOLIOS....21
THE POLICY...............................................................22
         APPLICATION FOR A POLICY........................................22
         FREE LOOK PERIOD................................................23
         CONVERSION PRIVILEGE............................................23
         PAYMENTS........................................................23
         ALLOCATION OF NET PAYMENTS......................................24
         TRANSFER PRIVILEGE..............................................25
         DEATH BENEFIT...................................................26
         LEVEL OPTION AND ADJUSTABLE OPTION..............................27
         CHANGE TO LEVEL OR ADJUSTABLE OPTION............................29
         CHANGE IN FACE AMOUNT...........................................30
         OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER).....31
         POLICY VALUE....................................................31
         MATURITY BENEFITS...............................................33
         PAYMENT OPTIONS.................................................33
         OPTIONAL INSURANCE BENEFITS.....................................33
         SURRENDER.......................................................33
         PARTIAL WITHDRAWAL..............................................34
         PAID-UP INSURANCE OPTION........................................34
CHARGES AND DEDUCTIONS...................................................35
         PAYMENT EXPENSE CHARGE..........................................35
         MONTHLY INSURANCE PROTECTION CHARGE.............................36
         CHARGES AGAINST OR REFLECTED IN THE ASSETS
              OF THE SEPARATE ACCOUNT....................................38
         SURRENDER CHARGES...............................................39
         PARTIAL WITHDRAWAL COSTS..........................................40
         TRANSFER CHARGES..................................................40
         CHARGE FOR CHANGE IN FACE AMOUNT..................................40
         OTHER ADMINISTRATIVE CHARGES......................................41
POLICY LOANS...............................................................41
         PREFERRED LOAN OPTION.............................................41
         LOAN INTEREST CHARGED.............................................42
         REPAYMENT OF OUTSTANDING LOAN.....................................42
         EFFECT OF POLICY LOANS............................................42
POLICY TERMINATION AND REINSTATEMENT.......................................43
         TERMINATION.......................................................43
         REINSTATEMENT.....................................................43
OTHER POLICY PROVISIONS....................................................44
         POLICY OWNER......................................................44
         BENEFICIARY.......................................................44
         ASSIGNMENT........................................................45
         LIMIT ON RIGHT TO CHALLENGE POLICY................................45
         SUICIDE...........................................................45
         MISSTATEMENT OF AGE OR SEX........................................45
         DELAY OF PAYMENTS.................................................45
FEDERAL TAX CONSIDERATIONS.................................................46
         TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND
              THE SEPARATE ACCOUNT.........................................46
         TAXATION OF THE POLICIES..........................................46
         POLICY LOANS......................................................47
         INTEREST DISALLOWANCE.............................................47
         MODIFIED ENDOWMENT CONTRACTS......................................47
         DISTRIBUTION UNDER MODIFIED ENDOWMENT CONTRACTS...................47
VOTING RIGHTS..............................................................48
DIRECTORS AND PRINCIPAL OFFICERS OF
         TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY....................48
DISTRIBUTION...............................................................50
REPORTS  51
PERFORMANCE INFORMATION....................................................51
LEGAL PROCEEDINGS..........................................................57
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..........................57
FURTHER INFORMATION........................................................58
MORE INFORMATION ABOUT THE FIXED ACCOUNT...................................58
         GENERAL DESCRIPTION...............................................58
         FIXED ACCOUNT INTEREST............................................58
         TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS.......59
INDEPENDENT AUDITORS.......................................................59
FINANCIAL STATEMENTS.......................................................59
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-14


<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 23 and "POLICY TERMINATION AND REINSTATEMENT" at page 43.

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 withdrawal charges, 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 26.

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 23.

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........    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....

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 58.

           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, effective July 1, 1997.

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 net 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 common 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  known 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, effective July 1, 1997.

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  instrument
  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 25.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and  frequency of your  payments are  flexible,  within  limits.  See
"PAYMENTS" at page 23.

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 41.

You may surrender your Policy and receive its surrender  value.  See "SURRENDER"
at page 33 and "SURRENDER  CHARGES" at page 39. 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 34 and  "PARTIAL  WITHDRAWAL
COSTS" at page 40. A surrender or partial withdrawal may have tax consequences.
See "TAXATION OF THE POLICIES" at page 46.

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

     o    Make  transfers of Policy Value among the Fixed  Account and the  
sub-accounts,  with no tax  consequences
         under current law

     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



<PAGE>


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 35.

     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 15.

     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.

                               Portfolio Expenses
  (as a percentage of assets after fee waiver and/or expense reimbursement)(1)
<TABLE>
<CAPTION>
                                                                                                    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
                                                              Management Fee    Other Expenses     Annual Expense
          Portfolio
<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 6
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 43.

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 34.

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 47.


<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:

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.

                                   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 receive 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%.



<PAGE>


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 "THE
                  POLICY -  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  (except that the value for the Money Market  sub-account was set at
$1.00). 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 the
 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  amount  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 the  surrender  charges
have 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  charges 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.


<PAGE>


                      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 "THE POLICY 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.

                       DIRECTORS AND PRINCIPAL OFFICERS OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

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.



<PAGE>


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

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.

         *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.

Transamerica  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,  that 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>
                                                                                      10 Year or
                                                                                          Life of the    Years Since
                                                  Portfolio                   5 Year     Portfolio (if    Inception
                                                  Inception                   Average    Less) Average     (if Less
                  Sub-Account                     Date (if    1 Year Total    Annual      Annual Total     than 10
               Investing in the                   less than      Return        Total         Return         Years)
            Corresponding Portfolio               10 Years)                   Return
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>  <C>       <C>                        <C>             <C> 
Janus Aspen Worldwide Growth                       9/13/93       -97.96%                     1.32%           3.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF International Magnum             1/02/97                                 -100% (1)         0.75
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                              8/31/90      -100.00%      25.15%         40.92%          6.34
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                8/01/88      -100.00%       1.50%         8.00%           8.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                            7/24/95      -100.00%                    -47.16%          1.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                        6/26/92      -100.00%                     5.07%           4.52
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                   4/28/93      -100.00%                     -1.24%          3.68
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                   7/26/95      -100.00%                    -48.34%          1.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth                             N/A           N/A          N/A           N/A            N/A
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alger American Income & Growth                    11/15/88      -100.00%      -1.05%         4.14%           8.13
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                       1/15/91      -100.00%       2.24%         2.84%           5.96
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                        10/09/95      -100.00%                    -61.21%          1.23
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                               9/13/93      -100.00%                     -8.34%          3.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(3)                  8/01/88      -100.00%       6.66%         13.71%          8.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF High Yield                       1/02/97                                 -100% (1)         0.75
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF Fixed Income                     1/02/97                                 -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>
                                                                                          10 Year or Life of     Years
                                                  Portfolio                    5 Year      the Portfolio (if     Since
                                                  Inception                   Average        Less) Average     Inception
                  Sub-Account                     Date (if       1 Year     Annual Total  Annual Total Return  (if Less
               Investing in the                 less than 10  Total Return     Return                           than 10
            Corresponding Portfolio                years)                                                       Years)

- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>  <C>      <C>                            <C>              <C> 
Janus Aspen Worldwide Growth                       9/13/93       22.90%                         19.72%           3.30
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF International Magnum             1/02/97                                    14.74% (1)         0.75
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                              8/31/90       11.19%        33.82%           46.37%           6.34
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap (2)               8/01/88       13.06%        12.14%           12.88%           8.42
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                            7/24/95       11.45%                         18.67%           1.44
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                        6/26/92       16.85%                         16.55%           4.52
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                   4/28/93       19.58%                         15.44%           3.68
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                   7/26/95       16.51%                         17.49%           1.44
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth                             N/A          N/A           N/A               N/A             N/A
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Alger American Income & Growth                    11/15/88       13.97%        9.89%             9.47%           8.13
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                       1/15/91       18.17%        12.80%           11.09%           5.96
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                        10/09/95       18.53%                         18.50%           1.23
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                               9/13/93       10.65%                         11.31%           3.30
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed (3)                 8/01/88       16.92%        16.75%           18.26%           8.42
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF High Yield                       1/02/97                                     8.42% (1)         0.75
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF Fixed Income                     1/02/97                                     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/first-out 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>

                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:



                       Guideline Minimum Sum Insured Table
<TABLE>
<CAPTION>



Attained Age                     Percentage                      Attained 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 prospectuses for the portfolios.

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 tables 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
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
PORTFOLIOSS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.
<PAGE>



                                      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.
         2. Find the rate per $1,000 for age 45 under the column  Male Rates ($)
         -- $19.32.  3. Divide the face amount by $1,000 -- $200,000  divided by
         $1,000  equals  200.  4.  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










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