SEP ACCT VUL 1 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO
485BPOS, 1999-04-30
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                           Registration No. 333-37883
                                  No. 811-08439

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

   
                         Post-Effective Amendment No. 3
    
                                    FORM S-6

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

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

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

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



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

   
It is proposed that this filing will become effective:  
__immediately upon filing pursuant to paragraph  (b) 
X on May 1, 1999  pursuant to  paragraph  (b)
__60 days after filing pursuant to paragraph (a)(1) 
___ on pursuant to paragraph (a)(1)
    


<PAGE>
<TABLE>
<CAPTION>


                      RECONCILIATION AND TIE BETWEEN ITEMS
                        IN FORM N-8B-2 AND THE PROSPECTUS

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

</TABLE>

<PAGE>

2

                                                     3
                                               PROSPECTUS FOR

                  TRANSAMERICA SERIESsm TRANSAMERICA TRIBUTE(R)
                        VARIABLE UNIVERSAL LIFE INSURANCE
          An Individual Flexible Payment Variable Life Insurance Policy

                                                 Issued By

                               Transamerica Occidental Life Insurance Company

                           Offering 17 Sub-Accounts Under Separate Account VUL-1

                                       In Addition to a Fixed Account


                                             Portfolio Options

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


Please read and retain this prospectus.            
It contains information you should know            
before investing.                                  


Neither  the  SEC  nor the  state  securities  commissions  have  approved  this
investment  offering or determined that this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
                                                   
The SEC's web site is http://www.sec.gov

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

You  bear  the  entire   investment  risk  for  all  assets  you  place  in  the
sub-accounts.  Additionally,  please  analyze any current  policies  you may own
before  investing  in this  policy.  It may not be to your  advantage to replace
existing insurance with this policy.

Transamerica has established adequate safeguards for monitoring whether a policy
may become a modified endowment contract for federal income tax purposes.



                                               May 1, 1999


<TABLE>
<CAPTION>


                                         Table of Contents

   
SUMMARY  5
    
DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT
         AND THE
   
<S>                                                                                     <C>
PORTFOLIOS...............................................................................17
THE
POLICY................................................................................................18
    
         Application for a
   
Policy.........................................................................18
         Term Life Insurance
Conversions..................................................................19
         Free Look
Period.................................................................................19
         Conversion
Privilege.............................................................................20

Payments.........................................................................................20
         Allocation of Net
Payments.......................................................................21
         Transfer
Privilege...............................................................................21
         Dollar Cost Averaging............................................................................
         Automatic Asset Rebalancing......................................................................
         Death
Benefit....................................................................................23
         Level Option and Adjustable
Option...............................................................23
         Change to Level or Adjustable
Option.............................................................24
         Change in Face
Amount............................................................................25
         Option to Accelerate Death Benefits (Living Benefits Rider)
 .....................................26
    
         Policy
   
Value.....................................................................................26
         Maturity
Benefits................................................................................27
         Payment
Options..................................................................................28
         Optional Insurance
Benefits......................................................................28

Surrender........................................................................................28
         Partial
Withdrawal...............................................................................28
         Paid-Up Insurance
Option.........................................................................28
    
CHARGES AND
   
DEDUCTIONS....................................................................................29
    
         Payment Expense
   
Charge...........................................................................29
         Monthly Insurance Protection
Charge..............................................................29
         Charges Against or Reflected in the Assets
    
            of the Separate
   
Account.......................................................................31
         Surrender
Charges................................................................................32
         Partial Withdrawal
Costs.........................................................................33
         Transfer
Charges.................................................................................33
         Charges for Change in Face
Amount................................................................33
         Other Administrative
Charges.....................................................................33
    
POLICY
   
LOANS..............................................................................................34
    
         Preferred Loan
   
Option............................................................................34
         Loan Interest
Charged............................................................................34
         Repayment of Outstanding
Loan....................................................................34
         Effect of Policy
Loans...........................................................................35
    
POLICY TERMINATION AND
   
REINSTATEMENT......................................................................35

Termination......................................................................................35

Reinstatement....................................................................................36
    
OTHER POLICY
   
PROVISIONS...................................................................................36
    
         Policy Owner
   
 ....................................................................................36

Beneficiary......................................................................................36

Assignment.......................................................................................37
         Limit on the Right to Challenge
Policy...........................................................37

Suicide..........................................................................................37
         Misstatement of Age or
Sex.......................................................................37
         Delay of
Payments................................................................................37
    
FEDERAL TAX
   
CONSIDERATIONS................................................................................38
    
         Transamerica Occidental Life Insurance Company and
            The Separate
   
Account..........................................................................38
         Taxation of the
Policies.........................................................................38
         Policy
Loans.....................................................................................39
         Interest
Disallowance............................................................................39
         Modified Endowment
Contracts.....................................................................39
         Distribution Under Modified Endowment
Contracts..................................................39
    
VOTING
   
RIGHTS.............................................................................................40
    
DIRECTORS AND PRINCIPAL OFFICERS OF
         TRANSAMERICA OCCIDENTAL LIFE INSURANCE
   
COMPANY...................................................41
DISTRIBUTION..............................................................................................42
REPORTS  42
    
PERFORMANCE
   
INFORMATION...................................................................................43
LEGAL
PROCEEDINGS.........................................................................................48
    
ADDITIONS, DELETION OR SUBSTITUTION OF
   
INVESTMENTS........................................................48
YEAR 2000
ISSUE...........................................................................................49
FURTHER
INFORMATION.......................................................................................49
    
MORE INFORMATION ABOUT THE FIXED
   
ACCOUNT..................................................................49
    
         General
   
Description..............................................................................49
         Fixed Account
Interest...........................................................................50
         Transfers, Surrenders, Partial Withdrawals and Policy
Loans......................................50
    
INDEPENDENT
   
AUDITORS......................................................................................50
FINANCIAL
STATEMENTS......................................................................................50
    
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-13
APPENDIX F- SPECIAL
TERMS.................................................................................A-15
APPENDIX G - CONDENSED FINANCIAL INFORMATION..............................................................A-17
    

</TABLE>


<PAGE>




50

51Summary

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.

The  policies  are  not  suitable  for  short-term  investment  because  of  the
substantial nature of the surrender charge.

What is the Policy's Objective?

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

      a net death benefit that can protect your family or beneficiaries;

      payment options that can guarantee an income for life;

      a personalized investment portfolio;

      experienced professional investment advisers; and

      tax deferral on earnings.

While the policy is in force, it will provide:

      life insurance coverage on the insured;

      policy value;

      surrender rights and partial withdrawal rights;

      loan privileges; and

      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 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
on page 20 and POLICY TERMINATION AND REINSTATEMENT on page 35.
    

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, or level option,  the death benefit is the
greater of either:

(a)   the face amount (the amount of insurance issued adjusted for policy 
     changes); or

(b)  the  guideline  minimum sum insured,  which  constitutes  the minimum death
     benefit required by federal tax law.

Under the  adjustable  death benefit  option,  or adjustable  option,  the death
benefit is the greater of either:

(a) the sum of the face amount and policy value;  or (b) the  guideline  minimum
sum insured.

The net death benefit is the death benefit less:

      any outstanding loan;

      any due and unpaid partial withdrawals;

      any due and unpaid partial withdrawal charges; and

      any monthly insurance protection charges due.

Except as provided  otherwise  under the Guaranteed  Death Benefit Rider option,
after the final payment date,  the net death benefit is 101% of the policy value
less:

      any outstanding loan;

      any due and unpaid partial withdrawals; and

      any due and unpaid 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
on page 23.
    

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:

      45 days after the application for the policy is signed; or

      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:

      amounts allocated to the fixed account; plus

      the current value in the separate account; plus

      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 on page 19.
    

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:

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

This range of  investment  choices  allows you to allocate  your money among the
sub-accounts to meet your investment  needs.  Your policy may provide for a full
refund under its right to examine policy provision as required in your state. If
so,  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. We will maintain this  allocation
until the end of four calendar days plus the number of days under the state free
look   period.   This  period  is  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 on page
50.
    

Investment Objectives and Policies, and Investment Advisers

A summary of investment  objectives of the portfolios is set forth below. Before
investing, carefully read the 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. The 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.  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  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 expenses incurred in its operation, other than the expenses
its advisers assume under the management agreement. Portfolio expenses include:

     costs to register and qualify the  portfolio's  shares under the Securities
Act of 1933, or 1933 Act. other fees payable to the SEC.

      independent public accountant, legal and custodian fees.

     association  membership  dues,  taxes,  interest,  insurance  payments  and
brokerage commissions.

     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  before any fee  waivers.  The  portfolios'  prospectuses  contain more
detailed informa-tion on the portfolio's  investment  objectives,  restrictions,
risks, expenses and advisers.

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 Premier Growth Portfolio of the 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 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.  These equity
securities  will consist of common stocks,  securities  convertible  into common
stocks and rights and warrants to subscribe for or purchase  common stocks.  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: 1.00%.

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  characterized   by  market  strength,   the  portfolio  acts
aggressively  to increase  shareholder's  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 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 of domestic  and foreign  issuers.  Under  normal
market conditions, the portfolio will invest at least 65% of its total assets in
companies with market  capitalizations  of less than $1.5 billion at the time of
purchase  which the adviser  believes to be  characterized  by new or innovative
products or services,  or processes which should enhance prospects for growth in
future earnings.

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

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

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

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

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first $300
million  plus 0.70% of the next $200  million plus 0.65% of the assets over $500
million. The 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 investment  policy is to invest  primarily,  that is, 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 as 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  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 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,  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 Fixed Income Portfolio of the MSDW 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 securities, 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 High Yield Portfolio of the MSDW 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 the first
$500  million  plus 0.45% of the next $500 million plus 0.40% of the assets over
$1 billion.

The  International  Magnum  Portfolio of the MSDW  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: MSDW Investment Management Inc. Management Fee: 0.80% of the first $500
million plus 0.75% of the
next $500 million plus 0.70% of the assets over $1 billion.

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through  investment in a portfolio  consisting of common stocks,  bonds and
cash  equivalents,  the  percentages  of which will vary based on the  adviser's
assessments of the relative  outlook for such  investments.  Debt securities are
expected to be  predominantly  investment  grade  intermediate to long term U.S.
Government and corporate  debt,  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 the first $400 million plus
0.75% of the next $400 million plus 0.70% of the assets over $800 million.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified  portfolio  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 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. The Growth Portfolio invests primarily in common stocks of growth
companies that are considered by the sub-adviser to be premier companies. In the
sub-adviser's view,  characteristics of premier companies include one or more of
the following:  dominant market share;  leading brand  recognition;  proprietary
products or technology; low-cost production capability; and excellent management
with  shareholder  orientation.  The  sub-adviser  of the portfolio  believes in
long-term investing and places great emphasis on the sustainability of the above
competitive  advantages.   Unless  market  conditions  indicate  otherwise,  the
sub-adviser  also tries to keep the  portfolio  fully  invested  in  equity-type
securities and does not try to time stock market movements. When in the judgment
of the sub-adviser market conditions  warrant,  the portfolio may, for temporary
defensive purposes, hold part or all of its assets in cash, debt or money market
instruments. The portfolio may invest up to 10% of its assets in debt securities
having a call on common stocks that are rated below investment grade.

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

The Money Market  Portfolio of the  Transamerica  Variable  Insurance Fund, Inc.
seeks to maximize  current income from money market  securities  consistent with
liquidity and the preservation of principal.  The portfolio invests primarily in
high quality U. S.  dollar-denominated  money market  instruments with remaining
maturities of 13 months or less, 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:

      effective date of the change in the investment policy, or

      receipt of the notice of your right to transfer.

Portfolios Not Publicly Available

The portfolios  are open-end  management  investment  companies or portfolios of
series, open-end management companies registered with the SEC under the 1940 Act
that are often  referred  to as mutual  funds.  This SEC  registration  does not
involve  SEC  supervision  of the  investments  or  investment  policies  of the
portfolios. Shares of the portfolios are not offered to the public but solely to
the  insurance  company  separate  accounts and other  qualified  purchasers  as
limited by federal tax laws.  These  portfolios are not the same as mutual funds
that may have very  similar  names that are sold  directly  to the  public.  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.

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.  Under current tax law, 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 on page 21.
    

How Much Can I Invest and How Often?

   
The number and  frequency of your  payments are  flexible,  within  limits.  See
Payments on page 20.
    

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:

      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%.

      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.

For policies  issued  subject to the  jurisdiction  of the Virgin  Islands,  the
guaranteed  annual  interest  rate  credited  on a preferred  loan is 5.5%;  the
guaranteed  annual interest rate credited on a  non-preferred  loan is 4.0%; and
the current annual interest rate credited on a non-preferred loan is 5.2%.

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.

You may surrender your policy and receive its surrender  value.  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. A surrender or partial withdrawal may have
tax consequences.

Can I Make Future Changes Under My Policy?

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

     cancel your policy under its right to examine and cancel provision.

     transfer your ownership to someone else.

     change the beneficiary.

     change the allocation of payments.

     transfer  portions  of the policy  value  among the fixed  account  and the
    sub-accounts, with no tax consequences under current law.

     adjust the death benefit by increasing or decreasing the face amount.

     change your choice of death  benefit  options  between the level option and
adjustable option.

     add or remove optional insurance benefits provided by rider.

Can I Convert My Policy Into A Non-Variable Policy?

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


What Charges Will I Incur Under My Policy?

The  following  charges  will  apply  to your  policy  under  the  circumstances
described.  Some of these charges apply throughout the policy's duration.  Other
charges apply only if you choose options under the policy.
   
See CHARGES AND DEDUCTIONS on page 29.
    

      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.

      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. It is deducted on
     each monthly processing date starting with the date of issue and continuing
     through the final payment date.

      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.  They
     are described in the section entitled What are the Fees and Expenses of the
     Portfolios? on page 15.
    

      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 the policy  value.  In
     some jurisdictions, no charge is imposed for increases in face amount.

     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:

          changing net payment allocation instructions

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

          providing  more than one  projection  of values  during a policy  
          year in  addition to your annual statement

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

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

     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. 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  charge 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 charges from
     the policy value for partial withdrawals:

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

          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:

          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).

          withdrawals when no surrender charges apply.

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


<PAGE>





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 1998. For more  information  concerning  these fees and expenses,
see the prospectuses of the portfolios.


<PAGE>

<TABLE>
<CAPTION>


                                              Portfolio Expenses

                 (as a percentage of assets after fee waiver and/or expense reimbursement)(1)
                                                                                             Total
                                                                                           Portfolio
                                                       Management           Other           Annual
Portfolio                                               Fees (2)          Expenses         Expenses
- ---------                                               ----              --------         --------
<S>                                                     <C>                <C>              <C>  
Alger American Income and Growth                        0.625%             0.075%           0.70%
Alliance VPF Growth and Income                          0.625%             0.105%           0.73%
Alliance VPF Premier Growth                              0.97%             0.09%            1.06%
Dreyfus VIF Capital Appreciation                         0.75%             0.06%            0.81%
Dreyfus VIF Small Cap                                    0.75%             0.02%            0.77%
Janus Aspen Balanced                                     0.72%             0.02%            0.74%
Janus Aspen Worldwide Growth                             0.65%             0.07%            0.72%
MFS VIT Emerging Growth                                  0.75%             0.10%            0.85%
MFS VIT Growth with Income                               0.75%             0.13%            0.88%
MFS VIT Research                                         0.75%             0.11%            0.86%
MSDW UF Fixed Income                                     0.06%             0.64%            0.70%
MSDW UF High Yield                                       0.15%             0.65%            0.80%
MSDW UF International Magnum                             0.15%             1.00%            1.15%
OCC Accumulation Trust Managed                           0.78%             0.04%            0.82%
OCC Accumulation Trust Small Cap                         0.80%             0.08%            0.88%
Transamerica VIF Growth                                  0.64%             0.21%            0.85%
Transamerica VIF Money Market                            0.00%             0.60%            0.60%
</TABLE>

We may receive  payment 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. We have no reason to doubt the accuracy of that information,  but we
have not verified those  figures.  These figures are for the year ended December
31,  1998.  Actual  expenses  in future  years may be higher or lower than these
figures.






Notes to Fee Table:
(1)  From time to time, the  portfolio's  investment  advisers,  each in its own
     discretion,  may  voluntarily  waive  all or  part  of  their  fees  and/or
     voluntarily  assume certain portfolio  expenses.  The expenses shown in the
     Portfolio Expenses table are the expenses paid for 1998. The expenses shown
     in  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  year 1999.  Without
     such waivers or  reimbursements,  the annual  expenses for 1998 for certain
     portfolios would have been, as a percentage of assets, as follows:
<TABLE>
<CAPTION>

                                                                                        Total Portfolio
                                                    Management Fee        Other              Annual
   
Portfolio                                                               Expenses            Expenses
- ---------                                                               --------            --------
<S>                                                     <C>               <C>                <C>  
Alliance VPF Premier Growth                             1.00%             0.09%              1.09%
Janus Aspen Worldwide Growth                            0.75%             0.07%              0.74%
MSDW UF Fixed Income                                    0.40%             0.64%              1.04%
MSDW UF High Yield                                      0.50%             0.65%              1.15%
MSDW UF International Magnum                            0.80%             1.00%              1.80%
Transamerica VIF Growth                                 0.75%             0.21%              0.96%
Transamerica VIF Money Market                           0.35%             2.68%              3.03%
    
</TABLE>

     There were no fee  waivers or expense  reimbursements  during  1998 for the
     Alger American Income and Growth Portfolio, Alliance VPF Growth and Income,
     Dreyfus  VIF  Capital  Appreciation   Portfolio,   Dreyfus  VIF  Small  Cap
     Portfolio,   Janus  Aspen  Balanced  Portfolio,  MFS  VIT  Emerging  Growth
     Portfolio,   MFS  VIT  Growth  with  Income  Portfolio,  MFS  VIT  Research
     Portfolio,  OCC  Accumulation  Trust Managed  Portfolio or OCC Accumulation
     Trust Small Cap 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,
     on page 7 and in the prospectuses for the portfolios.
    


<PAGE>


What are the Lapse and Reinstatement Provisions of My Policy?

The policy  will not lapse if you fail to make  payments  unless  the  surrender
value is insufficient to cover the next monthly insurance  protection charge and
loan interest accrued.  Additionally, if the outstanding loan exceeds the policy
value less surrender charges, the outstanding loan will be in default.

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.  Once  terminated,  this rider may not be reinstated.  The
Guaranteed  Death Benefit Rider will not prevent an outstanding  loan from going
into default if the  outstanding  loan  exceeds the policy value less  surrender
charges.  In that case, your policy will terminate  without value unless you pay
the  required  premium  within the 62-day grace  period.  The  Guaranteed  Death
Benefit Rider may not be available in all  jurisdictions and is not available in
Texas. See POLICY TERMINATION AND REINSTATEMENT on page 35.
    

You may  reinstate  your  policy  within  three years after the date of default,
within limits and subject to state law.

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 on page 28.
    

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.  However,  during the first 15 policy years an  income-out  first rule
applies to certain  distributions  required  under  Section 7702 of the Internal
Revenue Code (Code) because of a reduction of 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 the
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 during the insured's lifetime,  including
policy loans, partial withdrawals,  surrenders, pledges 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.  See  Federal  Tax
Considerations - Modified Endowment Contracts on page 39.
    

DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT AND THE PORTFOLIOS

Transamerica Occidental Life Insurance Company, or Transamerica, is a stock life
insurance company incorporated under the laws of the State of California on June
30, 1906.  Transamerica is principally engaged in the sale of life insurance and
annuity  policies.  The home office of  Transamerica is 1150 South Olive Street,
Los Angeles,  California  90015.  Transamerica  is a wholly-owned  subsidiary of
Transamerica Insurance Corporation of California,  which in turn is a subsidiary
of Transamerica Corporation.

On February 18, 1999,  Transamerica  Corporation  announced that it had signed a
merger  agreement  with AEGON  N.V.,  one of the world's  leading  international
insurance  groups,  providing for AEGON's  acquisition of all of  Transamerica's
outstanding  common stock for a  combination  of cash and AEGON stock worth $9.7
billion.  The closing of the  transaction is expected to occur during the summer
of 1999.

Insurance Marketplace Standards
Association

In recent  years,  the  insurance  industry has  recognized  the need to develop
specific  principles  and  practices to help  maintain the highest  standards of
marketplace  behavior and enhance  credibility with consumers.  As a result, the
industry established the Insurance Marketplace Standards Association (IMSA).

As an IMSA member,  we agree to follow a set of  standards  in our  advertising,
sales and service for individual life insurance and annuity  products.  The IMSA
logo,  which  you  will  see  on  our  advertising  and  promotional  materials,
demonstrates that we take our commitment to ethical conduct seriously.

The Separate Account

Transamerica  Occidental Life Separate Account VUL-1, designated as the 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 Exchange  Commission,  or
SEC, under the Investment Company Act of 1940, or 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

The Income and Growth Portfolio of the Alger American Fund

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

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

The Balanced  Portfolio  and The Worldwide  Growth  Portfolio of the Janus Aspen
Series

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

The Fixed  Income  Portfolio,  The High Yield  Portfolio  and The  International
Magnum Portfolio of the MSDW Universal Funds, Inc.

The Managed Portfolio and The Small Cap Portfolio of the OCC Accumulation Trust

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

THE POLICY

Application For a Policy

We offer  policies  to  proposed  insureds  80 years  old and  younger.  In some
jurisdictions,  however,  the policy is not available to proposed  insureds less
than 18 years old. 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 our 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,  we will  initially  allocate your  sub-account  investments  to the
sub-account  investing  in the Money  Market  portfolio.  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.

Term Life Insurance Conversions

Owners of term life  insurance  policies  issued by us may  convert  their  term
insurance  coverage to coverage under a policy without providing new evidence of
insurability,  within limits.  Conversions  are subject to the provisions of any
conversion option attached to the term life insurance policy or to any change of
plan option  attached to certain  term-like  insurance  policies.  Generally,  a
conversion  permits an owner of a term life insurance policy to replace the term
life insurance  coverage with an equal amount of life insurance  coverage issued
under a Transamerica  Tribute(R)  policy.  This is done under a policy issued on
the same insured at the same underwriting  class, if available under the policy,
as on the term policy, without providing new evidence of insurability.  Requests
for a change in underwriting  class or other changes  generally will require new
evidence of insurability, however.

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:

      45 days after the application for the policy is signed; or

      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:

      amounts allocated to the fixed account; plus

      the policy value in the separate account; plus

      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:

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

      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.  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.  The rider may not be available in all  jurisdictions  and is
not available in Texas.

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.

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 seventeen  sub-accounts,  plus the fixed account, 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 the combined percentages must total 100%.

You may  change the  allocation  of future net  payments  by written  request or
telephone request. You have the privilege to make telephone requests, unless you
elected not to have the privilege on the application. The policy of Transamerica
and its  representatives and affiliates is that they will not be responsible for
losses  resulting from acting on telephone  requests  reasonably  believed to be
genuine.   We  will  use  reasonable   methods  to  confirm  that   instructions
communicated  by  telephone  are  genuine;  otherwise,  we 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 our  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:

      minimum amount that may be transferred;

      minimum amount that may remain in a sub-account following a transfer
      from that sub-account;

      minimum period between transfers involving the fixed account; or

      maximum amounts that may be transferred from the fixed account.

Transfers involving the fixed account are currently permitted only if:


     there has been at least a 90 day period since the last transfer from the
      fixed account; and

     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, or
DCA option, or the automatic account  rebalancing,  or 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 you may not have value in more than seventeen
sub-accounts,  including  the Money  Market  sub-account,  at any time.  The DCA
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 AAR 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.  You may not have value in more than seventeen sub-accounts at any
time.  The  minimum  percentage  allocation  without  our consent is 5% for each
selected sub-account.  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 DCA or AAR 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.

The following transfers will not count toward the 12 free transfers:

      any transfers made for a conversion privilege;

      transfers to or from the Money  Market  sub-account  during the  free-look
     period if your policy  provides  for a full  refund of  payments  under the
     free-look provision;

      transfers because of a policy loan or a policy loan repayment; and

      transfers because of a material change in investment policy.

Death Benefit

If the policy is in force on the date the insured dies, 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. The beneficiary
may receive the net death benefit in a lump sum or under a payment option.

If the insured  dies on or before the final  payment date and before the paid-up
insurance option is exercised, the net death benefit is:

      the death benefit  provided  under the level option or adjustable  option,
     whichever is elected and in effect on the date of death; plus

      any other insurance on the insured's life that is provided by rider; minus

      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.

If the  insured  dies  after  the final  payment  date and  except as  otherwise
provided in the Guaranteed Death Benefit Rider, the net death benefit is:

      101% of the policy value; minus

      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:

      face amount; or

      guideline minimum sum insured.

Under the adjustable option, the death benefit is the greater of the:

      face amount plus policy value; or

      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  under the
adjustable option 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 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 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  provision.
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:

      the death benefit under the level option; minus

      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:

      the new face amount; or

      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:

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

      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:

      $40; plus

      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. In some
jurisdictions,  there is no transaction  charge assessed for an increase in face
amount.  In these  jurisdictions,  a payment must accompany a request for a face
amount  increase  if the  surrender  value  is less  than  two  minimum  monthly
payments.  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.  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, for example,  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,  the 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 smallest 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; and

      the 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.

The rider may not be available in all jurisdictions.

Policy Value

The policy value is the total value of your policy. It is the sum of:

      your accumulation in the fixed account, including amounts securing any 
          outstanding loans; plus

      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 can not be predetermined.

Your policy value is affected by the:

      frequency and amount of your net payments;

      interest credited in the fixed account;
      investment performance of your sub- accounts;

      partial withdrawals;

      loans, loan repayments and loan interest paid or credited;

      charges and deductions under the policy; and

      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:

      the value of the amounts  allocated to the fixed account and sub-accounts,
     net of  mortality  and expense  risk  charges,  administration  charges and
     portfolio expenses; minus

      the monthly insurance protection charge due.

On each valuation date after the date of issue, the policy value is the sum of:

      accumulations in the fixed account; plus

      the sum of the product of:

     (a) the number of units in each sub-account; times

     (b) 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:

      that part of the net payment allocated to the sub-account; divided by

      the dollar value of a unit on the  valuation  date the payment is received
     at our Variable Life Service Center.

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:

      the dollar value of the unit on the preceding valuation date; times

      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.

Maturity Benefits

If the insured is alive on the maturity date, we will pay the surrender value as
of the maturity date to you. 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 we are then offering.  Payment options are paid from our
general  account and are not based on the investment  experience of the separate
account. 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. All riders may not be available
in all jurisdictions, and the names of the riders may vary by jurisdiction.

Surrender

You may  surrender  the policy and receive its  surrender  value.  The surrender
value is:

      the policy value; minus

      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.

The  surrender  value may be paid in a lump sum or under a payment  option  then
offered  by us. 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  by
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.  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:

      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;

      we will not allow transfers of policy value from the fixed account back to
           the separate account;

      you may not make further payments;

      you may not increase or decrease the face amount or make partial 
          withdrawals; and

      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.

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 0.50% and 3.50%. 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

On each monthly processing date through the final payment 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:

      the insurance protection rate times

      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:

      the insurance protection rate times

      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:

      the insurance protection rate for the increase times

      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:

      the insurance protection rate for the increase times

      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:

      the insurance protection rate for the initial face amount, times

      the difference between the guideline minimum insured and:

     a)   the greater of the face amount or the policy value,  if you selected 
          the level option,  divided by 1,000; 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.

Insurance Protection Rates - We base insurance protection rates on the:

      male, female or unisex rate table,

      age and underwriting class of the insured; and

      the effective date of an increase or date of any rider.

For  unisex  policies,  sex-distinct  rates do not apply.  Unisex  rates are not
available  in all  jurisdictions.  For  policies  issued  subject  to  Montana's
jurisdiction,  unisex rates apply to all policies.  For the initial face amount,
the insurance  protection  rates are based on the insured's 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 the insured's 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, and for smokers and non-smokers. Unisex rates use male rates.
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.  In some jurisdictions,  policies
are not available for proposed insureds who are less than 18 years old.

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:

      clerical, accounting, actuarial and legal services;

      rent, postage, telephone, office equipment and supplies;

      the  expenses of  preparing  and  printing  registration  statements  and
       prospectuses  which are not allocable to sales expense; and

      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%.  We may realize a profit
from this charge.

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.

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 that applies to your policy is based on whether:

      the insured is male or female;

      the insured's age; and

the number of years during which the surrender charges have been effective.

Male rates are used if the policy is issued using unisex  rates.  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:

      first, those related to the most recent increase;

      second, those related to the next most recent increases, and so on; and

      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:

      the decrease divided by the current face amount times

      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:

      10% of the policy value on the date we receive the written  request at our
     Variable Life Service Center, minus

      the total of any prior free  withdrawals in the same policy year,  allowed
by the 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 for 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,  for  example,  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  under  the  dollar  cost  averaging  or
automatic  account  rebalancing  option,  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:

      a conversion within the first 24 months from date of issue or increase;

      a transfer to the fixed account to secure a loan;

      a transfer from the fixed account because of a loan repayment;

      a reallocation  of the value in the Money Market  sub-account as described
     above under THE POLICY- Free Look Period; and

      a transfer made because of a material change in investment 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. In some  jurisdictions no charge is assessed for an increase in face
amount.  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:

      changing net payment allocation instructions;

      changing the allocation of monthly  insurance  protection  charges among
     the various  sub-accounts and the fixed account; or

      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:

      the policy value minus

      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:

      the policy value minus

      any surrender charges.

In some jurisdictions, the loan value after the first policy year is:

      90% of the  portion of the  policy  value in the  sub-accounts,  minus any
     surrender charges which are allocated to the sub-accounts; plus

      100% of the portion of the policy  value in the fixed  account,  minus the
     monthly insurance  protection  charges and the loan interest due to the end
     of the policy year, which are allocated to the fixed account.

The loan  value and the policy  value in any  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 amount.  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%,  or,  for
preferred  loans 7.5%. For policies  issued subject to the  jurisdiction  of the
Virgin Islands, the annual interest rate will be at least 4.0% or, for preferred
loans, 5.5%. 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%, or for policies  issued subject to the  jurisdiction  of the
Virgin  Islands,  5.5%.  There is some  uncertainty  as to the tax  treatment of
preferred loans. Consult a qualified tax adviser.

Loan Interest Charged

Interest accrues daily at the annual rate of 8.0% or for policies issued subject
to the jurisdiction of the Virgin Islands,  6.0%. 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
outstanding  loan 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.

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,  that is,
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.

   
For a discussion of the federal tax  considerations of policy loans, see FEDERAL
TAX CONSIDERATIONS Policy Loans on page 39.
    

POLICY TERMINATION AND
REINSTATEMENT

Termination

The policy will be in default if the surrender  value is  insufficient  to cover
the next  monthly  insurance  protection  charge  plus  loan  interest  accrued.
Additionally,  if an  outstanding  loan exceeds the policy value less  surrender
charges, the outstanding loan 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 when you apply for the
policy. 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.
This rider may not be available  in all  jurisdictions  and is not  available in
Texas.

Reinstatement - A lapsed policy may be reinstated within three years 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.  In some states, a time period other than three years applies
to the reinstatement  provision.  The reinstatement  takes effect on the monthly
processing date following the date you submit to us:

      a written application for reinstatement;

      evidence of insurability satisfactory to us; and

      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:

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

      the sum of:

     (a) the  amount by which the  surrender  charges  or charges on the date of
         reinstatement exceeds the policy value on the date of default; plus

     (b) 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. In some jurisdictions,  however, the surrender charge on
the date of reinstatement is the surrender charge that was in effect on the date
of default.

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.  You, as the policy owner, name 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,  you or your  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 such defense is 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.  If your policy was
issued as a result of a conversion of a term life insurance policy issued by us,
the two year period during which we may challenge the policy with respect to the
coverage amount converted is measured from the later of:

      the issue date of the term life insurance policy; or

      the most recent date on which that policy was reinstated.

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.  If your policy was issued as a result of a conversion
of a term life insurance policy issued by us, then, with respect to the coverage
amount  converted,  the two year period during which the net death benefit under
the policy will not be paid if the insured commits suicide will be measured from
the later of:

      the issue date of the term life insurance policy; or

      the most recent date on which that policy was reinstated.

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; or

      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,  we 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 Code  Section  7702.  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  excludability  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 Code Section
7702 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

We believe 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 Code Section  264(a)(4),  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
adviser 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,  or MEC, under Code Section 7702A. 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,  due to 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 Code Section 72(e)(10),  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. 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 MECs 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 Code  Section
72(v), 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 Code Section 72(e)(4)(A), 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,  for  example,  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 (that is, as of what date) income in the  contract  should
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:

     each policy owner's policy value in the sub-account; divided by

     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.




<PAGE>




DIRECTORS AND PRINCIPAL OFFICERS OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

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.

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.



<PAGE>


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.

George A. Foegele*****  Director and Senior Vice President;  President and Chief
Executive Officer of Transamerica Life Insurance Company of Canada.

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.

     Larry Roy***  Senior Vice  President  Sales and  Marketing of  Transamerica
     Corporation since 1994.

     Paul E. Rutledge III*** Director and President,  Reinsurance Division since
     1998. President, Life Insurance Company of Virginia, 1991-1997.

     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.

          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.  *****The business
       address is 300 Consilium Place, Scarborough, Ontario, Canada M1H3G2

Transamerica  is insured  under a broad  manuscript  fidelity  bond program with
coverage limits of $80,000,000. The lead underwriter is Capital CNA.

DISTRIBUTION

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

We pay commissions to  broker-dealers  who sell the policy based on a commission
schedule.  After the date of issue or an  increase in face  amount,  commissions
will  be up to  90%  of  the  first-year  payments  up to a  payment  amount  we
established and up to 5% of any excess.  After the first year,  commissions will
be up to 2% of payments plus up to 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:

      the payment expense charge;

      the surrender charge; and

      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:

      payments;

      changes in face amount;

      changes in death benefit option;

      transfers among sub-accounts and the fixed account;

      partial withdrawals;

      increases in loan amount or loan repayments;

      lapse or default for any reason; and

      reinstatement.

We  will  send  you an  annual  statement  that  summarizes  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:

      the insured is a male age 45, standard non-smoker underwriting class;

      the policy owner had allocations in each of the sub-accounts for the 
          portfolio durations shown; and

      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:

      Standard & Poor's 500 Stock Index, S&P 500;

      Dow Jones Industrial Average, the DJIA;

      Shearson Lehman Aggregate Bond Index;

      other unmanaged  indices of unmanaged  securities  widely regarded by 
          investors as  representative  of the securities markets;

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

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

      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 portfolio 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:

      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;

      the advantages and disadvantages of investing in tax-deferred and taxable
           investments;

      customer profiles and hypothetical payment and investment scenarios;

      financial management and tax and retirement planning; and

      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,
1998.  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>
<CAPTION>


                                                  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, 1998.

- -----------------------------------------------------------------------------------------------------------------
                                                                                     10 Year or
                                                                                     Life of the
                                                                                    Portfolio (if
                                                                                    Less than 10      Number
                                                                         5 Year      Years Since        of
                                                                         Average     Inception)     Years Since
Sub-Account                                  Portfolio   1 Year Total    Annual    Average Annual    Inception
Investing in the                             Inception      Return        Total     Total Return     (if Less
Corresponding Portfolio                        Date                      Return                       than 10
                                                                                                      Years)
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
<S>                                          <C>   <C>       <C>          <C>           <C>            <C>  
Alger American Income & Growth               11/15/88       -95.05%       9.50%         9.00%          10.00
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                  1/14/91      -100.00%       8.88%         8.90%          7.97
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                   6/26/92       -81.46%      16.06%        17.08%          6.52
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation              4/05/93       -96.98%      11.45%        11.52%          5.74
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                         8/31/90      -100.00%      -0.29%        31.31%          8.34
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                          9/13/93       -93.40%       6.61%         8.22%          5.30
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                  9/13/93       -98.07%       9.02%        13.07%          5.30
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                       7/24/95       -93.44%        N/A          6.31%          3.44
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                   10/09/95      -100.00%        N/A          3.72%          3.23
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MFS VIT Research                              7/26/95      -100.00%        N/A          1.81%          3.44
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income                          1/02/97      -100.00%        N/A         -44.29%         1.99
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MSDW UF High Yield                            1/02/97      -100.00%        N/A         -44.08%         1.99
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum                  1/02/97      -100.00%        N/A         -47.52%         1.99
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)             8/01/88      -100.00%       6.67%        13.16%          10.00
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)           8/01/88      -100.00%      -5.19%         6.26%          10.00
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth(3)                    2/26/69       -85.56%      23.29%        20.85%           N/A
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                 1/02/98         N/A          N/A        -100.00%*        1.00
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

*Non-annualized, year-to-date return.
(1)  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.

(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)  The Growth Portfolio of the Transamerica  Variable Insurance Fund, Inc., is
     the successor to Separate  Account Fund C of  Transamerica  Occidental Life
     Insurance  Company,  a  management   investment  company  funding  variable
     annuities,  through a reorganization on November 1, 1996. Accordingly,  the
     performance  data  for  the  Transamerica  VIF  Growth  Portfolio  includes
     performance of its predecessor.

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>
<CAPTION>

                                                  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.
Returns are for the period ending December 31,1998.

- -----------------------------------------------------------------------------------------------------------------
                                                                                     10 Year or       Number
                                                                                     Life of the        of
                                                                                    Portfolio (if   Years Since
                                                                         5 Year     Less than 10     Inception
                                                                         Average     Years Since     (if Less
Sub-Account                                  Portfolio   1 Year Total    Annual      Inception)       than 10
Investing in the                             Inception      Return        Total    Average Annual     Years)
Corresponding Portfolio                        Date                      Return     Total Return
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
<S>                                          <C>   <C>      <C>          <C>           <C>             <C>  
Alger American Income & Growth               11/15/88       26.08%       19.33%        13.98%          10.00
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                  1/14/91       15.13%       18.76%        14.16%          7.97
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                   6/26/92       40.92%       25.34%        23.25%          6.52
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation              4/05/93       23.97%       21.11%        19.33%          5.74
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                         8/31/90       -8.04%       10.56%        35.22%          8.34
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                          9/13/93       27.89%       16.71%        17.05%          5.30
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                  9/13/93       22.78%       18.89%        21.53%          5.30
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                       7/24/95       27.85%         N/A         23.19%          3.44
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                   10/09/95       16.50%         N/A         22.39%          3.23
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MFS VIT Research                              7/26/95       17.43%         N/A         19.23%          3.44
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MSDW UF Fixed Income                          1/02/97        2.76%         N/A          5.17%          1.99
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MSDW UF High Yield                            1/02/97       -0.19%         N/A          5.33%          1.99
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
MSDW UF International Magnum                  1/02/97        3.77%         N/A          2.69%          1.99
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)             8/01/88        2.02%       16.76%        17.69%          10.00
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)           8/01/88       -13.36%       6.27%        11.59%          10.00
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth(3)                    2/26/69       36.45%       32.08%        24.75%           N/A
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                 1/02/98         N/A          N/A         -0.07%*         1.00
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

*Non-annualized, year-to-date return.

(1)  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.

(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)  The Growth Portfolio of the Transamerica  Variable Insurance Fund, Inc., is
     the successor to Separate  Account Fund C of  Transamerica  Occidental Life
     Insurance  Company,  a  management   investment  company  funding  variable
     annuities,  through a reorganization on November 1, 1996. Accordingly,  the
     performance  data  for  the  Transamerica  VIF  Growth  Portfolio  includes
     performance of its predecessor.

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>


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:

      the shares of the portfolio are no longer available for investment; or

      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.  Shares  of  the
portfolios  are also  issued to other  unaffiliated  insurance  companies.  This
practice is referred to as 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.  We do not believe that mixed
funding is currently  disadvantageous  to either variable life insurance  policy
owners or variable annuity policy owners. We will monitor events to identify any
material conflicts among policy owners because of mixed funding.  If we conclude
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:

      operated as a management company under the 1940 Act;

      deregistered under the 1940 Act if registration is no longer required; or

      combined with other sub-accounts or our other separate accounts.

YEAR 2000 ISSUE

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

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

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

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

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

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

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.



<PAGE>


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.

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% or,
for preferred  loans,  7.5%. For policies issued subject to the  jurisdiction of
the Virgin  Islands,  the effective  annual yield will be at least 4.0% and, for
preferred loans, 5.5%.

We may delay transfers,  surrenders, partial withdrawals, net death benefits and
policy loans from the fixed account for up to six months,  subject to state law.
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, 1998 and
1997, and for each of the three years in the period ended December 31, 1998, and
the financial  statements of Separate Account VUL-1 at December 31, 1998 and for
the period April 13, 1998  (commencement  of  operations)  to December 31, 1998,
included herein have been audited by Ernst & Young LLP, Independent Auditors, as
set forth in their reports..  The financial  statements audited by Ernst & Young
LLP have been included in reliance upon such reports given upon the authority of
such firm experts in accounting and auditing.
    

FINANCIAL STATEMENTS

Financial statements for Transamerica are included in this prospectus,  starting
on the next page. 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>





<PAGE>
04/27/99 9:41 AM





Audited Financial Statements Transamerica Occidental Life Separate Account VUL-1
Period April 13, 1998  (commencement  of  operations)  to December 31, 1999 with
Report of Independent Auditors.











<PAGE>



                             Separate Account VUL-1
                 Transamerica Occidental Life Insurance Company

                          Audited Financial Statements

     Period April 13, 1998 (commencement of operations) to December 31, 1998



                                    Contents

Report of Independent Auditors......................1
Statement of Assets and Liabilities.................2
Statement of Operations.............................5
Statement of Changes in Net Assets..................8
Notes to Financial Statements......................11




<PAGE>



7
04/27/99 9:41 AM





Report of Independent Auditors


Unitholders of Separate Account VUL-1
   of Transamerica Occidental Life Insurance Company
Board of Directors, Transamerica Occidental Life Insurance Company


We have audited the accompanying statement of assets and liabilities of Separate
Account VUL-1 of Transamerica  Occidental Life Insurance  Company  (comprised of
the Alger American Income & Growth,  Alliance VPF Growth & Income,  Alliance VPF
Premier Growth,  Dreyfus VIF Capital Appreciation,  Dreyfus VIF Small Cap, Janus
Aspen Balanced,  Janus Aspen Worldwide Growth,  MFS VIT Emerging Growth, MFS VIT
Growth with Income,  MFS VIT Research,  Morgan  Stanley UF Fixed Income,  Morgan
Stanley UF High Yield, Morgan Stanley UF International  Magnum, OCC Accumulation
Trust Managed,  OCC  Accumulation  Trust Small Cap,  Transamerica VIF Growth and
Transamerica VIF Money Market sub-accounts) as of December 31, 1998, the related
statement of operations  and changes in net assets for the period April 13, 1998
(commencement  of operations) to December 31, 1998.  These financial  statements
are  the   responsibility   of  Separate   Account   VUL-1's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the fund managers.  An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  each  of the  respective
sub-accounts  comprising Separate Account VUL-1 of Transamerica  Occidental Life
Insurance  Company at December 31, 1998, the results of their operations and the
changes  in their net  assets for the period  April 13,  1998  (commencement  of
operations)  to  December  31,  1998,  in  conformity  with  generally  accepted
accounting principles.



April 19, 1999


<PAGE>



                                             Separate Account VUL-1 of
                                  Transamerica Occidental Life Insurance Company

                                        Statement of Assets And Liabilities

                                                 December 31, 1998

<TABLE>
<CAPTION>

                                         Alger
                                       American      Alliance VPF    Alliance VPF    Dreyfus VIF     Dreyfus VIF
                                    Income & GrowthGrowth & Income     Premier         Capital          Small
                                      Sub-account    Sub-account        Growth       Appreciation        Cap
                                                                     Sub-account     Sub-account     Sub-account
                                    --------------------------------------------------------------------------------

Assets:
<S>                                 <C>            <C>             <C>             <C>             <C>           
   Investments, at fair value       $       82,358 $      153,852  $      132,853  $       206,538 $      224,025
   Due from Transamerica Life                    3              4               4                3              8
                                    --------------------------------------------------------------------------------
Total assets                                82,361        153,856         132,857          206,541        224,033


Liabilities:
   Due to Transamerica Life                      -              -               -                -              -
                                    --------------------------------------------------------------------------------
Total liabilities                                -              -               -                -              -
                                    --------------------------------------------------------------------------------

Net assets                          $       82,361 $      153,856  $      132,857  $       206,541 $      224,033
                                    ================================================================================

Accumulation units outstanding          6,363.647      13,038.515       9,669.055      16,715.999      23,048.974
                                    ================================================================================

Net asset value and redemption
   price per unit                   $       12.94  $       11.80   $        13.74  $        12.36  $         9.72
                                    ================================================================================

Investment sub-account information

   Number of mutual fund shares         6,277.304      7,044.522       4,281.435        5,719.697       4,155.529

   Net asset value per share        $       13.12  $       21.84   $        31.03  $        36.11  $        53.91

   Investment cost                  $      69,305  $     141,818   $      111,512  $      188,932  $      205,036


See notes to financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                                 Separate Account VUL-1 of
                                      Transamerica Occidental Life Insurance Company

                                      Statement of Assets And Liabilities (continued)

                                                     December 31, 1998


                                                     Janus                          MFS VIT                         Morgan
                                     Janus           Aspen          MFS VIT         Growth                        Stanley UF
                                     Aspen         Worldwide        Emerging         With          MFS VIT          Fixed
                                    Balanced         Growth          Growth         Income         Research         Income
                                  Sub-account     Sub-account     Sub-account     Sub-account    Sub-account     Sub-account
                                ------------------------------------------------------------------------------------------------
Assets:
<S>                             <C>             <C>             <C>             <C>                            <C>            
   Investments, at fair value   $       151,540 $       221,592 $      122,434  $        76,635$       49,090  $        37,048
   Due from Transamerica Life                 3               6              -                2             1                -
                                ------------------------------------------------------------------------------------------------
Total assets                            151,543         221,598        122,434           76,637        49,091           37,048


Liabilities:
Due to Transamerica Life                      -               -              5                -             -                -
                                ------------------------------------------------------------------------------------------------
Total liabilities                             -               -              5                -             -                -
                                ------------------------------------------------------------------------------------------------

Net assets                      $       151,543 $       221,598 $      122,429  $        76,637$       49,091  $        37,048
                                ================================================================================================

Accumulation units
   outstanding                       11,764.545       18,247.14      9,642.957       6,460.612      4,172.745        3,503.517
                                ================================================================================================

Net asset value and
   redemption price per unit    $         12.88 $         12.14 $        12.70  $        11.86 $        11.76  $         10.57
                                ================================================================================================


Investment sub-account
   information

Number of mutual fund shares          6,735.090       7,617.480      5,702.544        3,810.803     2,576.908        3,462.490

Net asset value per share       $         22.50 $         29.09 $        21.47  $         20.11$        19.05  $         10.70

Investment cost                 $       133,745 $       195,626 $      102,304  $        70,301$       42,477  $        38,367




<PAGE>



                                                 Separate Account VUL-1 of
                                      Transamerica Occidental Life Insurance Company

                                      Statement of Assets And Liabilities (continued)

                                                     December 31, 1998


                                     Morgan          Morgan                           OCC                      Transamerica VF
                                   Stanley UF      Stanley UF         OCC         Accumulation  Transamerica VF     Money
                                      High       International    Accumulation  Trust Small Cap     Growth          Market
                                     Yield           Magnum      Trust Managed    Sub-account     Sub-account    Sub-account
                                  Sub-account     Sub-account     Sub-account
                                ------------------------------------------------------------------------------------------------
Assets:
   Investments, at fair value   $        84,023 $        28,936 $      126,656  $        31,026$      742,196  $       377,777
   Due from Transamerica Life                 -               -              2                1             -                -
                                ------------------------------------------------------------------------------------------------
Total assets                             84,023          28,936        126,658           31,027       742,196          377,777


Liabilities:
Due to Transamerica Life                      2               -              -                -            14                -
                                ------------------------------------------------------------------------------------------------
Total liabilities                             2               -              -                -            14                -
                                ------------------------------------------------------------------------------------------------

Net assets                      $        84,021 $        28,936 $      126,658  $        31,027$      742,182  $       377,777
                                ================================================================================================

Accumulation units
   outstanding                        8,300.149       2,776.612     12,247.234        3,419.633    55,929.097      364,086.150
                                ================================================================================================

Net asset value and
   redemption price per unit    $         10.12 $        10.42  $        10.34  $         9.07 $         13.27 $          1.04
                                ================================================================================================


Investment sub-account
   information

Number of mutual fund shares          8,118.198      2,576.704        2,895.666       1,343.136      38,336.55      377,777.41

Net asset value per share       $         10.35 $        11.23  $         43.74 $         23.10$         19.36 $          1.00

Investment cost                 $        85,306 $        28,390 $       121,816 $        28,734$       698,738 $       377,777

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                 Separate Account VUL-1 of
                                      Transamerica Occidental Life Insurance Company

                                                  Statement of Operations

                          Period April 13, 1998 (commencement of operations) to December 31, 1998


                                                       Alger
                                                      American    Alliance VPF   Alliance VPF  Dreyfus VIF   Dreyfus VIF
                                                      Income &   Growth & Income   Premier       Capital        Small
                                                       Growth      Sub-account      Growth     Appreciation      Cap
                                                    Sub-account                  Sub-account   Sub-account   Sub-account
                                                   ------------------------------------------------------------------------

<S>                                                <C>           <C>            <C>           <C>           <C>    
Investment income                                  $ 45          $ 177          $ -           $ 1,052       $ 1,346

Expenses:
   Mortality and expense risk charge                    (3,534)       (4,069)        (6,275)       (6,351)       (7,945)
                                                   ------------------------------------------------------------------------

Net investment income (expense)                         (3,489)       (3,892)        (6,275)       (5,229)       (6,599)

Net realized and unrealized gain (loss) on investments:
     Realized gain (loss) on investment
       transactions                                        (22)           65            269          (577)       (3,418)
     Unrealized appreciation
       (depreciation) of investments                    13,054        12,035         21,341        17,606        18,988
                                                   ------------------------------------------------------------------------


Net gain (loss) on investments                          13,032        12,100         21,610        17,029        15,570
                                                   ------------------------------------------------------------------------

Net increase (decrease) in net assets resulting
   from operations                                 $ 9,543       $ 8,208        $ 15,335      $ 11,730      $ 8,971
                                                   ========================================================================

See notes to financial statements.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

     Period April 13, 1998 (commencement of operations) to December 31, 1998


                                                                     Janus                    MFS VIT                    Morgan
                                                       Janus         Aspen       MFS VIT      Growth                   Stanley UF
                                                       Aspen       Worldwide    Emerging       With        MFS VIT       Fixed
                                                      Balanced      Growth       Growth       Income      Research       Income
                                                    Sub-account   Sub-account  Sub-account  Sub-account  Sub-account  Sub-account
                                                   ---------------------------------------------------------------------------------

<S>                                                <C>           <C>          <C>          <C>          <C>          <C>    
Investment income                                  $ 1,693       $ 448        $ 116        $ -          $ -          $ 1,637

Expenses:
   Mortality and expense risk charge                    (3,908)       (8,153)      (5,660)      (3,295)      (1,575)      (1,183)
                                                   ---------------------------------------------------------------------------------

Net investment income (expense)                         (2,215)       (7,705)      (5,544)      (3,295)      (1,575)         454

Net realized and unrealized gain (loss) on investments:
     Realized gain (loss) on investment
       transactions                                        169        (1,358)        (616)        (153)         (60)           2
     Unrealized appreciation (depreciation) of
       investments                                      17,794        25,966       20,130        6,335        6,613       (1,319)
                                                   ---------------------------------------------------------------------------------


Net gain (loss) on investments                          17,963        24,608       19,514        6,182        6,553       (1,317)
                                                   ---------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting
   from operations                                 $ 15,748      $ 16,903     $ 13,970     $ 2,887      $ 4,978      $ (863)
                                                   =================================================================================



<PAGE>



                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

                              Period April 13, 1998 (commencement of operations) to December 31, 1998


                                                  Morgan        Morgan                         OCC                     Transamerica
                                                Stanley UF    Stanley UF         OCC       Accumulation  Transamerica       VF
                                                   High      International  Accumulation   Trust Small        VF          Money
                                                   Yield        Magnum      Trust Managed      Cap          Growth        Market
                                                Sub-account   Sub-account    Sub-account   Sub-account   Sub-account   Sub-account
                                               -----------------------------------------------------------------------------------

Investment income                              $ 5,519      $ 100          $ 16           $ -           $ 61,152      $ 5,582

Expenses:
   Mortality and expense risk charge                (2,995)      (1,623)        (3,872)          (992)      (28,490)      (29,529)
                                               -----------------------------------------------------------------------------------

Net investment income (expense)                      2,524       (1,523)        (3,856)          (992)       32,662       (23,947)

Net realized and unrealized gain (loss) on investments:
     Realized gain (loss) on investment
       transactions                                   (345)           -           (745)           (59)          794             -
     Unrealized appreciation (depreciation)
       of investments                               (1,283)         547          4,841          2,292        43,458             -
                                               -----------------------------------------------------------------------------------


Net gain (loss) on investments                      (1,628)         547          4,096          2,233        44,252             -
                                               -----------------------------------------------------------------------------------

Net increase (decrease) in net assets
   resulting from operations                   $ 896        $ (976)        $ 240          $ 1,241       $ 76,914      $ (23,947)
                                               ===================================================================================



<PAGE>



                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Changes in Net Assets

                              Period April 13, 1998 (commencement of operations) to December 31, 1998


                                      Alger
                                                             American    Alliance VPF  Alliance VPF   Dreyfus VIF   Dreyfus VIF
                                                             Income &      Growth &      Premier        Capital        Small
                                                              Growth        Income        Growth     Appreciation       Cap
                                                           Sub-account   Sub-account   Sub-account    Sub-account   Sub-account
                                                          ------------------------------------------------------------------------

Increase (decrease) in net assets:
   From operations:
     Net investment income (expense)                      $ (3,489)     $ (3,892)     $ (6,275)     $ (5,299)      $ (6,599)
     Realized gain (loss) on investment transactions              (22)           65           269          (577)        (3,418)
     Unrealized appreciation (depreciation)
       of investments                                          13,054        12,035        21,341        17,606         18,988
                                                          ------------------------------------------------------------------------

Net increase (decrease) in net assets resulting
   from operations                                              9,543         8,208        15,335        11,730          8,971

From policy related transactions:
   Premiums deposited                                          62,119        74,612        98,221       118,326        113,208
   Terminations                                                     -             -             -             -              -
   Transfers between fixed account and sub-accounts            10,699        71,036        19,301        76,485        101,854
                                                          ------------------------------------------------------------------------

Net increase in net assets resulting from policy
   related transactions                                        72,818       145,648       117,522       194,811        215,062
                                                          ------------------------------------------------------------------------

Total increase in net assets                                   82,361       153,856       132,857       206,541        224,033

Net assets at beginning of period                                   -             -             -             -              -
                                                          ------------------------------------------------------------------------

Net assets at end of period                               $ 82,361      $ 153,856     $ 132,857     $ 206,541      $ 224,033
                                                          ========================================================================

See notes to financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

     Period April 13, 1998 (commencement of operations) to December 31, 1998


                                                                 Janus                       MFS VIT                      Morgan
                                                   Janus         Aspen        MFS VIT        Growth                     Stanley UF
                                                   Aspen       Worldwide      Emerging        With         MFS VIT        Fixed
                                                  Balanced       Growth        Growth        Income        Research       Income
                                                Sub-account   Sub-account   Sub-account    Sub-account   Sub-account   Sub-account
                                               ------------------------------------------------------------------------------------

Increase (decrease) in net assets:
   From operations:
<S>                                            <C>           <C>           <C>           <C>            <C>           <C>  
     Net investment income (expense)           $ (2,215)     $ (7,705)     $ (5,544)     $ (3,295)      $ (1,575)     $ 454
     Realized gain (loss) on investment
       transactions                                    169        (1,358)         (616)         (153)           (60)            2
     Unrealized appreciation (depreciation)
       of investments                               17,794        25,966        20,130         6,335          6,613        (1,319)
                                               ------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting
   from operations                                  15,748        16,903        13,970         2,887          4,978          (863)

From policy related transactions:
   Premiums deposited                              119,245       147,074        71,964        66,031         26,441        33,772
   Terminations                                          -             -             -             -              -             -
   Transfers between fixed account and
     sub-accounts                                   16,550        57,621        36,495         7,719         17,672         4,139
                                               ------------------------------------------------------------------------------------

Net increase in net assets resulting from
   policy related transactions                     135,795       204,695       108,459        73,750         44,113        37,911
                                               ------------------------------------------------------------------------------------

Total increase in net assets                       151,543       221,598       122,429        76,637         49,091        37,048

Net assets at beginning of period                        -             -             -             -              -             -
                                               ------------------------------------------------------------------------------------

Net assets at end of period                    $ 151,543     $ 221,598     $ 122,429     $ 76,637       $ 49,091      $ 37,048
                                               ====================================================================================


</TABLE>

<PAGE>



                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

     Period April 13, 1998 (commencement of operations) to December 31, 1998
<TABLE>
<CAPTION>


                                              Morgan    Morgan Stanley                      OCC                      Transamerica
                                           Stanley  UF         UF            OCC        Accumulation Transamerica VF      VF
                                               High      International   Accumulation   Trust Small      Growth         Money
                                              Yield         Magnum      Trust Managed       Cap        Sub-account      Market
                                           Sub-account    Sub-account    Sub-account    Sub-account                  Sub-account
                                          -----------------------------------------------------------------------------------------

Increase (decrease) in net assets:
   From operations:
<S>                                       <C>           <C>            <C>             <C>           <C>            <C>       
     Net investment income (expense)      $ 2,524       $ (1,523)      $ (3,856)       $ (992)       $ 32,662       $ (23,947)
     Realized gain (loss) on
       investment transactions                   (345)            -           (745)            (59)          794              -
     Unrealized appreciation
       (depreciation) of investments           (1,283)          547          4,841           2,292        43,458              -
                                          -----------------------------------------------------------------------------------------

Net increase (decrease) in net assets
   resulting from operations                      896          (976)           240           1,241        76,914        (23,947)

From policy related transactions:
   Premiums deposited                          77,414        23,861         48,709          21,651       539,439      1,045,010
   Terminations                                     -             -              -               -             -              -
   Transfers between fixed account and
     sub-accounts                               5,711         6,051         77,709           8,135       125,829       (643,286)
                                          -----------------------------------------------------------------------------------------

Net increase in net assets resulting
   from policy related transactions            83,125        29,912        126,418          29,786       665,268        401,724
                                          -----------------------------------------------------------------------------------------

Total increase in net assets                   84,021        28,936        126,658          31,027       742,182        377,777

Net assets at beginning of period                   -             -              -               -             -              -
                                          -----------------------------------------------------------------------------------------

Net assets at end of period               $ 84,021      $ 28,936       $ 126,658       $ 31,027      $ 742,182      $ 377,777
                                          =========================================================================================

</TABLE>



<PAGE>



                                             Separate Account VUL-1 of
                                  Transamerica Occidental Life Insurance Company

                                           Notes to Financial Statements

                                                 December 31, 1998


1. Organization

Separate  Account  VUL-1  of  Transamerica  Occidental  Life  Insurance  Company
("Separate  Account") was established by Transamerica  Occidental Life Insurance
Company  ("Transamerica Life") as a separate account under the laws of the State
of California  on June 11, 1996.  The Separate  Account is  registered  with the
Securities  and Exchange  Commission  (the  "Commission")  under the  Investment
Company Act of 1940, as amended,  as a unit investment  trust and is designed to
provide life  insurance  benefits  pursuant  variable life  insurance  contracts
("Contract")  issued  by  Transamerica  Life.  The  Separate  Account  commenced
operations when initial deposits were received on April 13, 1998.

In accordance with the terms of the Policy,  all payments are directed either to
the fixed  account or to  sub-accounts  within  the  separate  account  Payments
allocated to the Separate Account by policy owners must be allocated to purchase
units of any or all of the Separate Account's  seventeen  sub-accounts,  each of
which invests  exclusively  in a specific  corresponding  mutual fund  portfolio
("Fund").  The mutual fund portfolios are comprised of the Alger American Income
& Growth, Alliance VPF Growth & Income, Alliance VPF Premier Growth, Dreyfus VIF
Capital Appreciation,  Dreyfus VIF Small Cap, Janus Aspen Balanced,  Janus Aspen
Worldwide Growth,  MFS VIT Emerging Growth,  MFS VIT Growth with Income, MFS VIT
Research,  Morgan Stanley UF Fixed Income,  Morgan Stanley UF High Yield, Morgan
Stanley  UF  International   Magnum,   OCC  Accumulation   Trust  Managed,   OCC
Accumulation Trust Small Cap, Transamerica VIF Growth and Transamerica VIF Money
Market  sub-accounts.  The Funds are open-end  management  investment  companies
registered under the Investment Company Act of 1940.

2. Significant Accounting Policies

The accompanying financial statements of the Separate Account have been prepared
on the basis of generally  accepted  accounting  principles.  The preparation of
financial  statements requires management to make estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes. Such
estimates and assumptions could change in the future as more information becomes
known  which  could  impact the  amounts  reported  and  disclosed  herein.  The
accounting  principles followed and the methods of applying those principles are
presented below:

Investment  Valuation--Investments in the Funds' shares are carried at fair (net
asset) value.  Realized investment gains or losses on investments are determined
on a specific identification basis. Investment transactions are accounted for on
the date the order to buy or sell is executed (trade date).


<PAGE>



                                             Separate Account VUL-1 of
                                  Transamerica Occidental Life Insurance Company

                                     Notes to Financial Statements (continued)

                                                 December 31, 1998


2. Significant Accounting Policies (continued)

Investment  Income--Investment income consists of dividend income (both ordinary
and capital gains) and is recognized on the ex-dividend  date. All distributions
received are reinvested in the respective sub-accounts.

Federal Income  Taxes--Operations  of the Separate Account are part of, and will
be taxed with,  those of Transamerica  Life, which is taxed as a "life insurance
company" under the Internal Revenue Code. Under current federal income tax laws,
income from assets  maintained in the Separate Account for the exclusive benefit
of participants generally is not subject to federal income tax.

3. Expenses and Charges

Mortality and expense risk charges are deducted from each sub-account on a daily
basis which is equal,  on an annual basis, to 0.65% of the daily net asset value
of the  sub-account.  This amount may be  increased to an annual rate no greater
than  0.80% and is paid to  Transamerica  Life.  For a period  not to exceed the
first 20 policy  years,  an  administrative  expense  charge is also deducted by
Transamerica  Life from each  sub-account on a daily basis which is equal, on an
annual basis, to 0.15% of the daily net asset value of the sub-account.

The following  charges are deducted from a policyholder  account by Transamerica
Life and not directly from the Separate Account.  Currently,  4% of each payment
is  deducted  as a  payment  expense  charge.  For each  partial  withdrawal,  a
transaction  fee of 2% of the amount  withdrawn  not to exceed $25, is deducted.
The first 12  transfers  in a policy year are free.  After that,  a $10 transfer
charge is  deducted  from  amounts  transferred  in that policy  year.  For each
increase or decrease in face amount a transaction charge of $40 is deducted from
the policy value to reimburse the administrative costs of the change.

4. Remuneration

The Separate  Account pays no  remuneration  to  directors,  advisory  boards or
officers or such other  persons who may from time to time  perform  services for
the Separate Account.


<PAGE>


<TABLE>
<CAPTION>

5. Investment Transactions

The aggregate  cost of purchases  and the  aggregate  proceeds from the sales of
investments for the period ended December 31, 1998 were:

                                      Alger
                                 American Income   Alliance VPF   Alliance VPF    Dreyfus VIF
                                     & Growth    Growth & Income     Premier        Capital
                                   Sub-account     Sub-account       Growth       Appreciation
                                                                   Sub-account    Sub-account
                                 ----------------------------------------------------------------

<S>                              <C>             <C>             <C>            <C>           
Aggregate purchases              $       77,850  $      164,213  $      120,642 $      210,827
                                 ================================================================

Aggregate proceeds from sales    $        8,524  $       22,461  $        9,399 $       21,318
                                 ================================================================

                                                                      Janus
                                   Dreyfus VIF        Janus           Aspen         MFS VIT
                                      Small           Aspen         Worldwide   Emerging Growth
                                       Cap           Balanced        Growth       Sub-account
                                   Sub-account     Sub-account     Sub-account
                                 ----------------------------------------------------------------

Aggregate purchases              $      224,658  $ 137,047       $ 205,794      $ 111,132
                                 ================================================================

Aggregate proceeds from sales    $       16,204  $ 3,470         $ 8,810        $ 8,212
                                 ================================================================


                                     MFS VIT                     Morgan Stanley  Morgan Stanley
                                      Growth                           UF              UF
                                       With          MFS VIT          Fixed           High
                                      Income         Research        Income          Yield
                                   Sub-account     Sub-account     Sub-account    Sub-account
                                 ----------------------------------------------------------------

Aggregate purchases              $ 74,331        $ 43,410        $ 39,377       $ 94,380
                                 ================================================================

Aggregate proceeds from sales    $ 3,878         $ 874           $ 1,012        $ 8,728
                                 ================================================================

                                  Morgan Stanley                       OCC                      Transamerica VF
                                        UF             OCC        Accumulation  Transamerica VF      Money
                                  International    Accumulation  Trust Small Cap     Growth          Market
                                      Magnum      Trust Managed    Sub-account    Sub-account     Sub-account
                                   Sub-account     Sub-account
                                 --------------------------------------------------------------------------------

Aggregate purchases              $ 31,239        $ 132,549       $ 29,404       $ 718,023       $ 1,020,789
                                 ================================================================================

Aggregate proceeds from sales    $ 2,850         $ 9,988         $ 611          $ 20,079        $ 643,011
                                 ================================================================================

</TABLE>


<PAGE>

Audited Consolidated Financial Statements



Transamerica Occidental Life Insurance Company and Subsidiaries


December 31, 1998








<PAGE>



TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

Audited Consolidated Financial Statements

December 31, 1998






Audited Consolidated Financial Statements

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





<PAGE>




                                                         -28-
04/21/99 3:12 PM






                                           REPORT OF INDEPENDENT AUDITORS



Board of Directors
Transamerica Occidental Life Insurance Company


We have audited the  accompanying  consolidated  balance sheets of  Transamerica
Occidental Life Insurance  Company and  subsidiaries as of December 31, 1998 and
1997, and the related consolidated  statements of income,  shareholder's equity,
and cash flows for each of the three  years in the  period  ended  December  31,
1998.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of  Transamerica
Occidental  Life  Insurance  Company and  subsidiaries  at December 31, 1998 and
1997, and the consolidated  results of their operations and their cash flows for
each of the three years in the period ended  December 31,  1998,  in  conformity
with generally accepted accounting principles.




January 22, 1999




<PAGE>


<TABLE>
<CAPTION>

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET


                                                                                       December 31
                                                                             1998                     1997
                                                                    ---------------------    -------------
                                                                                 (In thousands, except
                                                                                    for share data)
ASSETS

Investments:
<S>                                                                 <C>                      <C>                  
   Fixed maturities available for sale                              $          28,997,454    $          29,231,998
   Equity securities available for sale                                           880,141                  791,221
   Mortgage loans on real estate                                                  789,959                  706,939
   Policy loans                                                                   455,481                  451,023
   Other long-term investments                                                    121,107                   89,426
   Short-term investments                                                       1,186,166                  324,672
                                                                    ---------------------    ---------------------
                                                                               32,430,308               31,595,279
Cash                                                                               87,125                   36,656
Accrued investment income                                                         449,289                  481,913
Other receivables                                                                 292,694                  294,542
Reinsurance recoverable on paid and unpaid losses                               1,172,022                  920,847
Deferred policy acquisitions costs                                              2,082,506                2,102,588
Other assets                                                                      342,129                  299,500
Separate account assets                                                         9,101,014                5,494,703
                                                                    ---------------------    ---------------------

                                                                    $          45,957,087    $          41,226,028
                                                                    =====================    =====================

LIABILITIES AND SHAREHOLDER'S EQUITY

Policy and contract liabilities:
   Policyholder contract deposits                                   $          24,077,627    $          24,061,811
   Reserves for future policy benefits                                          5,689,577                5,468,611
   Policy claims and other                                                        452,534                  557,822
                                                                    ---------------------    ---------------------
                                                                               30,219,738               30,088,244

Income tax liabilities                                                            992,667                  814,088
Accounts payable and other liabilities                                            843,988                  482,716
Separate account liabilities                                                    9,101,014                5,494,703
                                                                    ---------------------    ---------------------
                                                                               41,157,407               36,879,751
Shareholder's equity:
   Common stock ($12.50 par value):
     Authorized--4,000,000 shares
     Issued and outstanding--2,206,933 shares                                      27,587                   27,587
   Additional paid-in capital                                                     374,968                  422,342
   Retained earnings                                                            3,175,020                2,738,151
   Foreign currency translation adjustments                                       (49,168)                 (33,440)
   Net unrealized investment gains                                              1,271,273                1,191,637
                                                                    ---------------------    ---------------------
                                                                                4,799,680                4,346,277
                                                                    ---------------------    ---------------------

                                                                    $          45,957,087    $          41,226,028
                                                                    =====================    =====================
</TABLE>

See notes to consolidated financial statements.


<PAGE>


<TABLE>
<CAPTION>

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME




                                                                                 Year Ended December 31
                                                                        1998             1997             1996
                                                                  ---------------  ---------------  ----------
                                                                                     (In thousands)

Revenues:
<S>                                                               <C>              <C>              <C>            
   Premiums and other considerations                              $     1,804,896  $     1,777,371  $     1,641,985
   Net investment income                                                2,243,321        2,165,565        2,077,232
   Net realized investment gains                                          277,654           40,263           17,471
                                                                  ---------------  ---------------  ---------------
             TOTAL REVENUES                                             4,325,871        3,983,199        3,736,688


Benefits:
   Benefits paid or provided                                            2,782,127        2,727,064        2,558,792
   Increase in policy reserves and liabilities                             70,221           59,246           57,968
                                                                  ---------------  ---------------  ---------------
                                                                        2,852,348        2,786,310        2,616,760

Expenses:
   Amortization of deferred policy acquisition costs                      269,261          265,264          235,180
   Salaries and salary related expenses                                   166,832          165,768          158,699
   Other expenses                                                         264,198          284,220          224,084
                                                                  ---------------  ---------------  ---------------
                                                                          700,291          715,252          617,963
                                                                  ---------------  ---------------  ---------------
                                 TOTAL BENEFITS AND EXPENSES            3,552,639        3,501,562        3,234,723
                                                                  ---------------  ---------------  ---------------

             INCOME BEFORE INCOME TAXES                                   773,232          481,637          501,965

Provision for income taxes                                                256,363          149,581          164,685
                                                                  ---------------  ---------------  ---------------

                                                  NET INCOME      $       516,869  $       332,056  $       337,280
                                                                  ===============  ===============  ===============

</TABLE>


See notes to consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY

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

<S>                <C>              <C>          <C>          <C>                          <C>              <C>           <C>     
Balance at January 1, 1996          2,206,933    $   27,587   $   333,578                  $   2,171,412    $   (23,618)  $  38,932
Comprehensive income
   Net income                                                              $     337,280         337,280
Other comprehensive income,
   net of tax:
     Unrealized losses from
       investments marked to
       fair value                                                               (377,804)                                  (377,804)
     Reclassification adjustment
       for (gains) included in
       net income                                                                (11,356)                                  (11,356)
     Foreign currency
       translation adjustment                                                       (854)                          (854)
                                                                           -------------
Comprehensive loss                                                         $     (52,734)
                                                                           =============
   Capital contributions from
     parent                                                         2,041
   Dividends declared                                                                            (41,286)

Balance at December 31,
   1996                             2,206,933        27,587       335,619                      2,467,406        (24,472)    549,772
Comprehensive income
   Net income                                                              $     332,056         332,056
Other comprehensive income,
   net of tax:
     Unrealized gains from
       investments marked
       to fair value                                                             668,036                                    668,036
     Reclassification adjustment
       for (gains) included in
       net income                                                                (26,171)                                  (26,171)
     Foreign currency
       translation adjustment                                                     (8,968)                        (8,968)
                                                                           -------------
Comprehensive income                                                       $     964,953
                                                                           =============
   Capital transactions with
     parent                                                        86,723
   Dividends declared                                                                            (61,311)

Balance at December 31,
   1997                             2,206,933        27,587       422,342                      2,738,151        (33,440)  1,191,637
Comprehensive income
   Net income                                                              $     516,869         516,869
Other comprehensive income,
   net of tax:
     Unrealized gains (losses)
       from investments
       marked to fair value                                       (47,374)       260,111                                    260,111
     Reclassification adjustment
       for (gains) included in
       net income                                                               (180,475)                                 (180,475)
     Foreign currency
       translation adjustment                                                    (15,728)                       (15,728)
                                                                           -------------                    -----------
Comprehensive income                                                       $     580,777
                                                                           =============
   Dividends declared                                                                            (80,000)

Balance at December 31,
   1998                             2,206,933    $   27,587   $   374,968               $   3,175,020    $   (49,168)  $  1,271,273
                                 ============    ==========   ===========               =============    ============  ============
</TABLE>

See notes to consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                                     Year Ended December 31
                                                                           1998               1997               1996
                                                                     ---------------    ----------------   ----------
                                                                                        (In thousands)
OPERATING ACTIVITIES
<S>                                                                  <C>                <C>                <C>            
   Net income                                                        $       516,869    $       332,056    $       337,280
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Changes in:
         Reinsurance recoverable                                            (251,175)           (91,194)           (73,328)
         Accounts receivable                                                 130,229            (15,983)          (159,309)
         Policy liabilities                                                  989,989          1,102,246            949,108
         Other assets, accounts payable and other
           liabilities, and income taxes                                     530,661            (89,954)           (32,662)
       Policy acquisition costs deferred                                    (512,599)          (467,730)          (388,003)
       Amortization of deferred policy acquisition costs                     427,203            256,303            268,770
       Net realized gains on investment transactions                        (435,596)           (31,302)           (51,061)
       Other                                                                 (73,788)           (64,651)           (15,758)
                                                                     ----------------   ----------------   ---------------

                                            NET CASH PROVIDED BY
                                            OPERATING ACTIVITIES           1,321,793            929,791            835,037


INVESTMENT ACTIVITIES
   Purchases of fixed and equity securities                               (6,040,371)        (9,825,763)        (7,362,635)
   Purchases of other investments                                           (244,907)          (127,437)          (334,895)
   Sales of fixed and equity securities                                    6,317,188          8,193,409          5,064,780
   Sales of other investments                                                128,315            129,671            175,001
   Maturities of securities                                                  489,280            559,361            506,941
   Net change in short-term investments                                     (861,494)          (188,946)            75,774
   Other                                                                     (40,665)           (53,478)           (21,358)
                                                                     ----------------   ----------------   ---------------

                                                NET CASH USED IN
                                            INVESTING ACTIVITIES            (252,654)        (1,313,183)        (1,896,392)


FINANCING ACTIVITIES
   Additions to policyholder contract deposits                             9,538,924          6,851,644          6,260,653
   Withdrawals from policyholder contract deposits                       (10,477,594)        (6,411,213)        (5,173,419)
   Capital contributions from parent                                               -              3,800                  -
   Dividends paid to parent                                                  (80,000)           (60,000)           (40,000)
                                                                     ----------------   ----------------   ----------------

                                            NET CASH PROVIDED BY
                                  (USED IN) FINANCING ACTIVITIES          (1,018,670)           384,231          1,047,234
                                                                     ----------------   ---------------    ---------------

                                     INCREASE (DECREASE) IN CASH              50,469                839            (14,121)

Cash at beginning of year                                                     36,656             35,817             49,938
                                                                     ---------------    ---------------    ---------------

                                             CASH AT END OF YEAR     $        87,125    $        36,656    $        35,817
                                                                     ===============    ===============    ===============

</TABLE>

See notes to consolidated financial statements.


<PAGE>



TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1998


NOTE A--SIGNIFICANT ACCOUNTING POLICIES

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

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

Reclassification:  Certain prior year amounts have been  reclassified to conform
with current year presentation.

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

New Accounting  Standards:  In 1997, the Financial  Accounting  Standards  Board
issued a new  standard on  reporting  comprehensive  income,  which  establishes
standards for reporting and displaying  comprehensive  income and its components
in the financial statements.  This standard is effective for 1998; 1997 and 1996
have been  reclassified  to reflect the 1998  presentation.  Application of this
statement  did  not  change  recognition  or  measurement  of  net  income  and,
therefore,  did not impact the Company's  consolidated  results of operations or
financial position.

In 1998,  the  Financial  Accounting  Standards  Board  issued a new standard on
accounting for derivative  instruments and hedging activities.  This standard is
effective  for all  quarters  of fiscal  years  beginning  after  June 15,  1999
(effective  for year 2000 for the Company).  Application of the statement is not
expected to have a material  impact on TOLIC's  combined  financial  position or
results of operations.

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



<PAGE>



NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments:  Investments are reported on the following bases:

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

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

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

       Policy loans--at unpaid balances.

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

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

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



<PAGE>



NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

Policyholder Contract Deposits:  Non-traditional life insurance products include
universal   life  and  other   interest-sensitive   life   insurance   policies.
Investment-type products include single and flexible premium deferred annuities,
single premium immediate annuities,  guaranteed  investment  contracts,  funding
agreements,  and other deposit contracts that do not have mortality or morbidity
risk.  Policyholder  contract  deposits on  non-traditional  life  insurance and
investment-type  products represent premiums received plus accumulated interest,
less  mortality  charges on universal  life  products  and other  administration
charges as applicable  under the contract.  Interest  credited to these policies
ranged  from  2.8% to 13.5%  in  1998,  3.0% to 9.7% in 1997 and 2.6% to 9.8% in
1996.



<PAGE>



NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reserves  for  Future  Policy  Benefits:  Traditional  life  insurance  products
primarily  include  those  contracts  with  fixed and  guaranteed  premiums  and
benefits  and consist  principally  of whole life and term  insurance  policies,
limited-payment   life  insurance  policies  and  certain  annuities  with  life
contingencies.  The reserve for future  policy  benefits  for  traditional  life
insurance  products has been provided on a net-level  premium  method based upon
estimated investment yields, withdrawals, mortality, and other assumptions which
were appropriate at the time the policies were issued.  Such estimates are based
upon past experience with a margin for adverse deviation.  Interest  assumptions
range from 2.25% to 12.0%.  Reserves for future policy benefits are evaluated as
if unrealized gains or losses on securities available for sale were realized and
adjusted for any resultant premium deficiencies. Changes in such adjustments are
included in net unrealized investment gains or losses on an after tax basis as a
separate component of shareholder's equity and,  accordingly,  have no effect on
net income.

Foreign  Currency  Translation:  The  effect of  changes  in  exchange  rates in
translating the foreign  subsidiary's  financial  statements is accumulated as a
separate  component of  shareholder's  equity,  net of applicable  income taxes.
Aggregate  transaction  adjustments  included in income were not significant for
1998, 1997 or 1996.

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

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

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

Reinsurance:  Coinsurance premiums,  commissions,  expense  reimbursements,  and
reserves  related to reinsured  business are accounted  for on bases  consistent
with those used in  accounting  for the  original  policies and the terms of the
reinsurance  contracts.  Yearly  renewable term reinsurance is accounted for the
same as direct  business.  The revenue as well as the  receivables  and payables
under certain modified coinsurance  arrangements are presented on a net basis to
the extent that such  receivables and payables are with the same ceding company.
Premiums  ceded and  recoverable  losses have been  reported  as a reduction  of
premium income and benefits,  respectively.  The ceded amounts related to policy
liabilities have been reported as an asset.



<PAGE>



NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income  Taxes:  TOLIC  and  its  domestic   subsidiaries  are  included  in  the
consolidated federal income tax returns filed by Transamerica Corporation, which
by the terms of a tax sharing agreement  generally  requires TOLIC to accrue and
settle  income tax  obligations  in amounts  that  would  result if TOLIC  filed
separate tax returns with federal taxing authorities.

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

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

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

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

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

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



<PAGE>



NOTE B--INVESTMENTS

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

                                                                         Gross             Gross
                                                                      Unrealized        Unrealized            Fair
                                                       Cost              Gain              Loss               Value
December 31, 1998

   U.S. Treasury securities and
     obligations of U.S. government
<S>                                              <C>               <C>               <C>                <C>             
     corporations and agencies                   $        297,609  $        112,717  $             34   $        410,292
   Obligations of states and political
     subdivisions                                         235,529            23,292                 -            258,821
   Foreign governments                                     62,000             7,417                 -             69,417
   Corporate securities                                18,901,026         1,692,527           153,029         20,440,524
   Public utilities                                     3,949,600           426,218             2,255          4,373,563
   Mortgage-backed securities                           2,988,703           304,073             3,238          3,289,538
   Redeemable preferred stocks                            148,783            15,519             9,003            155,299
                                                 ----------------  ----------------  ----------------   ----------------

                      Total fixed maturities     $     26,583,250  $      2,581,763  $        167,559   $     28,997,454
                                                 ================  ================  ================   ================

   Equity securities                             $        313,490  $        578,708  $         12,057   $        880,141
                                                 ================  ================  ================   ================

December 31, 1997

   U.S. Treasury securities and
     obligations of U.S. government
     corporations and agencies                   $        273,949  $         78,390  $              -   $        352,339
   Obligations of states and political
     subdivisions                                         219,391            16,765                31            236,125
   Foreign governments                                     81,425             6,996                 2             88,419
   Corporate securities                                18,596,027         1,438,385            57,729         19,976,683
   Public utilities                                     4,017,154           340,580               811          4,356,923
   Mortgage-backed securities                           3,795,464           342,805             1,977          4,136,292
   Redeemable preferred stocks                             69,773            24,326             8,882             85,217
                                                 ----------------  ----------------  ----------------   ----------------

                      Total fixed maturities     $     27,053,183  $      2,248,247  $         69,432   $     29,231,998
                                                 ================  ================  ================   ================

   Equity securities                             $        309,637  $        488,322  $          6,738   $        791,221
                                                 ================  ================  ================   ================
</TABLE>


The cost and fair value of fixed  maturities  available for sale at December 31,
1998, by contractual maturity,  are shown below. Expected maturities will differ
from contractual




<PAGE>



NOTE B--INVESTMENTS (Continued)
<TABLE>
<CAPTION>

maturities  because  borrowers may have the right to call or prepay  obligations
with or without call or prepayment penalties (in thousands):
                                                                                             Fair
                                                                          Cost               Value
     Maturity

<S>         <C>                                                     <C>                <C>             
     Due in 1999                                                    $        736,903   $        776,522
     Due in 2000-2003                                                      3,440,803          3,602,491
     Due in 2004-2008                                                      5,852,742          6,235,162
     Due after 2008                                                       13,415,316         14,938,442
                                                                    ----------------   ----------------
                                                                          23,445,764         25,552,617
     Mortgage-backed securities                                            2,988,703          3,289,538
     Redeemable preferred stock                                              148,783            155,299
                                                                    ----------------   ----------------

                                                                    $     26,583,250   $     28,997,454
                                                                    ================   ================
</TABLE>

As of December 31,  1997,  the Company  held a total  investment  in one issuer,
other than the United States  Government or a United States Government agency or
authority,  which  exceeded  10% of total  shareholder's  equity as follows  (in
thousands):

  Name of Issuer                                Carrying Value

  Hill Street Funding LP                     $          989,283

The carrying value of those assets that were on deposit with public officials in
compliance with regulatory  requirements  was $21.4 million and $21.7 million at
December 31, 1998 and 1997, respectively.



<PAGE>



NOTE B--INVESTMENTS (Continued)
<TABLE>
<CAPTION>

Net investment income by major investment  category is summarized as follows (in
thousands):

                                                              1998               1997              1996
                                                        ----------------   ----------------  ----------

<S>                                                     <C>                <C>               <C>             
     Fixed maturities                                   $      2,138,442   $      2,096,543  $      2,005,764
     Equity securities                                            11,153              5,339             5,458
     Mortgage loans on real estate                                65,350             62,877            58,165
     Real estate                                                   9,344             10,886            12,821
     Policy loans                                                 27,408             28,080            27,012
     Other long-term investments                                  16,365                511               978
     Short-term investments                                       25,401             12,770            10,616
                                                        ----------------   ----------------  ----------------
                                                               2,293,463          2,217,006         2,120,814
     Investment expenses                                         (50,142)           (51,441)          (43,582)
                                                        -----------------  ----------------- ----------------

                                                        $      2,243,321   $      2,165,565  $      2,077,232
                                                        ================   ================  ================

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

                                                              1998               1997              1996
                                                        ----------------   ----------------  ----------

     Net gains (losses) on disposition of investments in:
          Fixed maturities                              $         74,887   $        (14,482) $         40,967
          Equity securities                                      402,542             59,834            15,750
          Other                                                    5,958              3,459             3,424
                                                        ----------------   ----------------  ----------------
                                                                 483,387             48,811            60,141
     Provision for impairment                                    (47,791)           (17,509)           (9,080)
     Accelerated amortization of DPAC                           (157,942)             8,961           (33,590)
                                                        -----------------  ----------------  ----------------

                                                        $        277,654   $         40,263  $         17,471
                                                        ================   ================  ================

The components of net gains (losses) on disposition of investment in fixed maturities are as follows (in thousands):
                                                              1998               1997              1996

     Gross gains                                        $         89,655   $         82,452  $         74,817
     Gross losses                                                (14,768)           (96,934)          (33,850)
                                                        -----------------  ----------------  ----------------

                                                        $         74,887   $        (14,482) $         40,967
                                                        ================   ================= ================
</TABLE>

Proceeds from disposition of investment in fixed  maturities  available for sale
were $5,702.4 million in 1998,  $7,896.5 million in 1997 and $4,969.2 million in
1996.



<PAGE>



NOTE B--INVESTMENTS (Continued)
<TABLE>
<CAPTION>

The costs of certain  investments have been reduced by the following  allowances
for impairment in value (in thousands):
                                                                               December 31
                                                                         1998               1997
                                                                  ----------------   -----------

<S>                                                               <C>                <C>             
     Fixed maturities                                             $         70,123   $         64,168
     Mortgage loans on real estate                                          24,697             24,508
     Real estate                                                               665              5,854
     Other long-term investments                                             5,737              5,900
                                                                  ----------------   ----------------

                                                                  $        101,222   $        100,430
                                                                  ================   ================
</TABLE>
<TABLE>
<CAPTION>

The  components  of  net  unrealized   investment   gains  in  the  accompanying
consolidated balance sheet are as follows (in thousands):
                                                                               December 31
                                                                         1998              1997
                                                                  ----------------   ----------
     Unrealized gains on investment in:
<S>                                                               <C>                <C>             
        Fixed maturities                                          $      2,414,204   $      2,178,815
        Equity securities                                                  566,651            481,584
                                                                  ----------------   ----------------
                                                                         2,980,855          2,660,399
     Fair value adjustments to:
        DPAC                                                              (633,795)          (546,111)
        Reserves for future policy benefits                               (377,000)          (281,000)
        Reserves for guaranteed index fund                                 (14,255)                 -
                                                                  -----------------  ----------------
                                                                        (1,025,050)          (827,111)
     Related deferred taxes                                               (684,532)          (641,651)
                                                                  -----------------  ----------------

                                                                  $      1,271,273   $      1,191,637
                                                                  ================   ================

</TABLE>



<PAGE>



NOTE C--DEFERRED POLICY ACQUISITION COSTS (DPAC)
<TABLE>
<CAPTION>

Significant components of changes in DPAC are as follows (in thousands):

                                                                 1998               1997              1996
                                                          -----------------  ----------------  -----------

<S>                                                       <C>                <C>               <C>             
     Balance at beginning of year                         $      2,102,588   $      2,138,203  $      1,974,211

        Amounts deferred:
          Commissions                                              398,578            352,300           290,512
          Other                                                    114,021            115,431            97,491
        Amortization attributed to:
          Net gain on disposition of investments                  (157,942)             8,961           (33,590)
          Operating income                                        (269,261)          (265,264)         (235,180)
        Fair value adjustment                                      (87,684)          (239,509)           48,969
        Foreign currency translation adjustment                    (17,794)            (7,534)           (4,210)
                                                          -----------------  ----------------- ----------------

     Balance at end of year                               $      2,082,506   $      2,102,588  $      2,138,203
                                                          ================   ================  ================

</TABLE>

NOTE D--POLICY AND CONTRACT LIABILITIES
<TABLE>
<CAPTION>

Components of policyholder contract deposits are as follows (in thousands):

                                                                                 December 31
                                                                           1998               1997
                                                                    ----------------   -----------


     Liabilities for investment-type products:
        Guaranteed investment contracts and
<S>                                                                 <C>                <C>             
          funding agreements                                        $      7,444,192   $      7,766,601
        Annuity contracts                                                 11,034,394         11,531,365
     Liabilities for non-traditional life insurance
        products                                                          5,599,041          4,763,845
                                                                    ---------------    ---------------

                                                                    $    24,077,627    $    24,061,811
                                                                    ===============    ===============
</TABLE>

Obligations  under guaranteed  investment  contracts and funding  agreements are
recorded as liabilities  at the face value of the agreement,  adjusted for draws
paid and interest credited to the account.



<PAGE>



NOTE D-- POLICY AND CONTRACT LIABILITIES (Continued)

Reserves for future policy benefits were evaluated as if the unrealized gains on
securities  available  for sale had been  realized and  adjusted  for  resultant
premium deficiencies by $377 million as of December 31, 1998, $281 million as of
December 31, 1997, and $195 million as of December 31, 1996.

NOTE E--COMPREHENSIVE INCOME
<TABLE>
<CAPTION>

The components of comprehensive  income in the statement of shareholder's equity
are shown net of the following tax provision (benefit) (in thousands):

                                                                              December 31
                                                              1998               1997                1996
                                                       ----------------   ----------------    -----------

<S>                                                    <C>                <C>                 <C>              
Unrealized investment gains (losses)                   $        140,060   $        359,712    $       (203,433)
Reclassification adjustment for (gains) included in
  net income                                                    (97,179)           (14,092)             (6,115)
Foreign currency transaction adjustments                         (8,469)            (4,829)               (460)
                                                       -----------------  -----------------   -----------------

Income tax effect on comprehensive income              $         34,412   $        340,791    $       (210,008)
                                                       ================   ================    =================

</TABLE>

NOTE F--INCOME TAXES
<TABLE>
<CAPTION>

Components of income tax liabilities are as follows (in thousands):

                                                                                 December 31
                                                                           1998               1997
                                                                    ----------------   -----------

<S>                                                                 <C>                <C>             
     Current tax liabilities                                        $         64,412   $         44,510
     Deferred tax liabilities                                                928,255            769,578
                                                                    ----------------   ----------------

                                                                    $        992,667   $        814,088
                                                                    ================   ================



<PAGE>



NOTE F--INCOME TAXES (Continued)

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

                                                                                 December 31
                                                                           1998                1997
                                                                    ----------------    -----------

     Deferred policy acquisition costs                              $        802,953    $      783,624
     Unrealized investment gains                                             684,532           641,651
                                                                    ----------------    --------------
        Total deferred tax liabilities                                     1,487,485         1,425,275

     Life insurance policy liabilities                                      (517,130)         (613,874)
     Provision for impairment of investments                                 (35,428)          (35,151)
     Other-net                                                                (6,672)           (6,672)
                                                                    ----------------    --------------
        Total deferred tax assets                                           (559,230)         (655,697)
                                                                    ----------------    --------------

                                                                    $        928,255    $      769,578
                                                                    ================    ==============
</TABLE>
<TABLE>
<CAPTION>

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

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

                                                                 1998               1997              1996
                                                          -----------------  ----------------  -----------

<S>                                                       <C>                <C>               <C>            
     Current tax expense                                  $        132,398   $        122,201  $        99,692
     Deferred tax expense:
        Domestic                                                   112,139             14,731           55,261
        Foreign                                                     11,826             12,649            9,732
                                                          ----------------   ----------------  ---------------

                                                          $        256,363   $        149,581  $       164,685
                                                          ================   ================  ===============




<PAGE>



NOTE F--INCOME TAXES (Continued)

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

                                                                     1998              1997               1996
                                                              ----------------  ----------------   -----------

     Income before income taxes:
       Income from U.S. operations                            $       724,702   $       430,449    $       474,160
       Income from foreign operations                                  48,530            51,189             27,805
                                                              ---------------   ---------------    ---------------
                                                                      773,232           481,638            501,965
     Tax rate                                                              35%               35%                35%
                                                              ----------------  ---------------    ---------------
     Federal income taxes at statutory rate                           270,631           168,573            175,688
     Income not subject to tax                                         (1,949)           (3,284)            (2,262)
     Low income housing credits                                       (17,604)          (10,156)            (8,175)
     Other, net                                                         5,285            (5,552)              (566)
                                                              ---------------   ---------------    ---------------

                                                              $       256,363   $       149,581    $       164,685
                                                              ===============   ===============    ===============

</TABLE>

Income not subject to tax represents  permanent  differences  between  financial
statements  and tax income and is composed  principally  of  dividends on common
stock for which a dividend  received  deduction is taken for federal  income tax
purposes.  Low income housing credits are recognized over the productive life of
acquired  assets.  In 1998,  the Company  recognized a $3.3 million tax expense,
included in other  differences,  related to an  unfavorable  settlement of prior
year tax matters.

Under the Life Insurance Company Income Tax Act of 1959, a portion of "gain from
operations" was not subject to current income taxation but was accumulated,  for
tax purposes,  in a memorandum  account  designated as  "policyholders'  surplus
account."  The balance in this account was frozen at December 31, 1983  pursuant
to the Deficit Reduction Act of 1984. This amount becomes subject to tax when it
exceeds a  certain  maximum  or when  cash  dividends  are paid  therefrom.  The
policyholders' surplus account balance at December 31, 1998 was $138 million. At
December 31, 1998, $2,305 million was available for payment of dividends without
such tax consequences.  No income taxes have been provided on the policyholders'
surplus account since the conditions that would cause such taxes are remote.

Income  taxes of $107.3  million,  $58.5  million and $149.1  million  were paid
principally to the Company's parent in 1998, 1997 and 1996, respectively.


NOTE G--REINSURANCE

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


<PAGE>



NOTE G--REINSURANCE (Continued)
<TABLE>
<CAPTION>

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

                                                              Ceded to              Assumed
                                         Direct                 Other             from Other               Net
                                         Amount               Companies            Companies             Amount
1998
   Life insurance in force,
<S>                               <C>                   <C>                  <C>                  <C>                
     at end of year               $        232,996,314  $       315,629,686  $       307,192,042  $       224,558,670
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,465,483  $         1,196,972  $         1,536,385  $         1,804,896
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,392,139  $         1,243,706  $         1,633,694  $         2,782,127
                                  ====================  ===================  ===================  ===================

1997
   Life insurance in force,
     at end of year               $        241,379,957  $       207,533,095  $       225,685,653  $       259,532,515
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,854,918  $         1,116,613  $         1,039,066  $         1,777,371
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,287,025  $           940,461  $         1,380,500  $         2,727,064
                                  ====================  ===================  ===================  ===================

1996
   Life insurance in force,
     at end of year               $        220,162,932  $       195,158,214  $       201,560,322  $       226,565,040
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,702,975  $         1,033,201  $           972,211  $         1,641,985
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,292,822  $         1,344,790  $         1,610,760  $         2,558,792
                                  ====================  ===================  ===================  ===================


</TABLE>


<PAGE>



NOTE H--PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

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

The Company's total pension benefits  recognized for all plans were $9.1 million
in 1998, $5.4 million in 1997 and $3.1 million in 1996, of which $9.1 million in
1998,  $6.1 million in 1997 and $3.7 million in 1996,  respectively,  related to
the plan  sponsored  by  Transamerica  Corporation.  The plans  sponsored by the
Company are not material to the consolidated financial position of the Company.

The Company also participates in various  contributory  defined benefit programs
sponsored by  Transamerica  Corporation  that provide  medical and certain other
benefits to eligible  retirees.  Postretirement  benefit costs charged to income
were not significant in 1998, 1997 and 1996.


NOTE I--RELATED PARTY TRANSACTIONS

The Company has various  transactions with Transamerica  Corporation and certain
of its other subsidiaries in the normal course of operations. These transactions
include loans and advances,  a fixed  maturity  investment in a special  purpose
subsidiary  of  Transamerica,  investments  in a money market fund managed by an
affiliated company,  rental of space, and other specialized services,  including
administration   of  pension  funds.   At  December  31,  1998,   pension  funds
administered  for these  related  companies  aggregated  $1,969.0  million,  the
investment  in the  special  purpose  subsidiary  was  $413.9  million  and  the
investment  in  an  affiliated   money  market  fund,   included  in  short-term
investments,  was $29.5 million. In December 1998, the Company reinsured certain
life  insurance   obligations  totaling  $59.0  million  with  a  subsidiary  of
Transamerica Corporation.

During 1997, equity securities with a fair value of $177.2 million were received
from  Transamerica  Corporation.  $50 million was used as a partial paydown on a
$200 million note due from  Transamerica  Corporation.  The excess of fair value
over cost less the amount applied to the note was recorded as additional paid-in
capital.  During 1998, the Company  refined its accounting for this  transaction
and decreased  the cost of the equity  securities  obtained and charged  paid-in
capital in the amount of $47.4 million. The remaining balance on the note, which
is due in 2013 and bears interest at 7% is $150 million.

In  addition,  during 1997 the Company  received a capital  contribution  of $15
million from Transamerica corporation.



<PAGE>



NOTE J--REGULATORY MATTERS

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

                                                      1998                  1997                  1996
                                              -------------------   -------------------   ------------

<S>                                           <C>                    <C>                   <C>                
     Statutory net income                     $           200,482    $            96,472   $           112,296
     Statutory capital and surplus, at
        end of year                                     1,844,161              1,556,228             1,249,045

</TABLE>

NOTE K-COMMITMENTS AND CONTINGENCIES

The Company issues synthetic guaranteed investment contracts which guarantee, in
exchange for a fee,  the  liquidity  of pension  plans to pay certain  qualified
benefits if other sources of plan  liquidity are exhausted.  Unlike  traditional
guaranteed investment  contracts,  the plan sponsor retains the credit risk in a
synthetic  contract  while the Company  assumes some limited  degree of interest
rate risk. To minimize the risk of loss, the Company underwrites these contracts
based on plan sponsor agreement, at the inception of the contract, on investment
guidelines  to be  followed,  including  overall  portfolio  credit and maturity
requirements.  Adherence to these investment requirements is monitored regularly
by the Company.  At December 31, 1998,  commitments  to maintain  liquidity  for
benefit  payments on notional  amounts of $5.2  billion were  outstanding  ($3.3
billion at December 31, 1997).

The Company is subject to mandatory assessments by state guaranty funds to cover
losses to policyholders  of those insurance  companies that are under regulatory
supervision.  Certain states allow such  assessments to be used to reduce future
premium taxes. The Company  estimates and recognizes its obligation for guaranty
fund  assessments,  net of premium  tax  deductions,  based on the  survey  data
provided by the  National  Organization  of Life and Health  Insurance  Guaranty
Associations.  At December 31, 1998 and 1997,  the  estimated  exposures and the
resultant  accruals  recorded  were not material to the  consolidated  financial
position or results of operations of the Company.



<PAGE>



NOTE K-COMMITMENTS AND CONTINGENCIES (Continued)

Substantially all leases of the Company are operating leases principally for the
rental of real estate.  Rental  expenses for equipment and properties were $31.0
million in 1998,  $28.7 million in 1997 and $20.6 million in 1996. The following
is a  schedule  by  years of  future  minimum  rental  payments  required  under
operating  leases that have  initial or remaining  noncancelable  lease terms in
excess of one year as of December 31, 1998 (in thousands):

 Year ending December 31:
             1999              $           17,731
             2000                          14,913
             2001                          12,452
             2002                          11,450
             2003                          11,499
         Later years                       56,549

                               $          124,594
                               ==================

The Company is a defendant in various legal actions arising from its operations.
These  include  legal  actions  similar to those  faced by many other major life
insurers  which allege  damages  related to sales  practices for universal  life
policies  sold  between  January  1981 and June 1996.  In one such  action,  the
Company and plaintiffs'  counsel entered into a settlement which was approved on
June  26,  1997.  The  settlement   required  prompt  notification  to  affected
policyholders.  Administrative  and policy  benefit  costs  associated  with the
settlement  of $31  million  pre-tax  were  accrued  in 1997 and $12  million of
additional  costs  were  incurred  in  1998.  Additional  costs  related  to the
settlement,  which  are  not  currently  determinable,  are not  expected  to be
material  and will be  incurred  over a period of years.  In the  opinion of the
Company,  any ultimate  liability which might result from other litigation would
not have a materially  adverse effect on the combined  financial position of the
Company or the results of its operations.



<PAGE>



NOTE L--FINANCIAL INSTRUMENTS
<TABLE>
<CAPTION>

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

                                                                                    December 31
                                                      -----------------------------------------
                                                                      1998                                1997
                                                      -----------------------------------    -----------------
                                                           Carrying             Fair           Carrying            Fair
                                                             Value              Value            Value             Value
Financial Assets:
<S>                                                    <C>               <C>               <C>               <C>            
   Fixed maturities available for sale                 $    28,997,454   $    28,997,454   $    29,231,998   $    29,231,998
   Equity securities available for sale                        880,141           880,141           791,221           791,221
   Mortgage loans on real estate                               789,959           870,173           706,939           774,556
   Policy loans                                                455,481           432,929           451,023           427,924
   Short-term investments                                    1,186,166         1,186,166           324,672           324,672
   Cash                                                         87,125            87,125            36,656            36,656
   Accrued investment income                                   449,289           449,289           481,913           481,913

Financial Liabilities:
   Liabilities for investment-type contracts:
     Single and flexible premium
       deferred annuities                                    6,180,292         5,828,950         6,779,951         6,261,707
     Single premium immediate annuities                      4,382,389         5,305,667         4,361,311         5,122,562
     Guaranteed investment contracts                         3,112,929         3,183,266         3,211,834         3,265,384
     Funding agreements and other                            4,616,150         4,624,033         4,944,870         4,992,906

Off-balance-sheet assets (liabilities):
   Interest rate swap agreements designated
     as hedges of liabilities in a:
       Receivable position                                           -            20,435                 -             8,189
       Payable position                                              -            (3,507)                -            (5,247)

</TABLE>

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

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

<PAGE>



NOTE L--FINANCIAL INSTRUMENTS (Continued)

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

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

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



<PAGE>



NOTE L--FINANCIAL INSTRUMENTS (Continued)
<TABLE>
<CAPTION>

The  information  on  derivative   instruments  is  summarized  as  follows  (in
thousands):

                                                                         Aggregate         Weighted
                                                                         Notional           Average
                                                                          Amount          Fixed Rate        Fair Value
December 31, 1998
   Interest rate swap  agreements  designated as hedges of securities  available
     for sale, where TLC pays:
<S>                                                                 <C>                       <C>       <C>             
       Fixed rate interest                                          $        577,973          5.37%     $       (16,484)
       Floating rate interest                                                325,000          4.75%              22,279
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                       147,562           -                  1,096
   Interest rate swap agreements designated as
     hedges of financial liabilities, where TLC pays:
       Fixed rate interest                                                    28,600          5.54%                 177
       Floating rate interest                                              2,718,089          5.41%              18,891
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                       262,666           -                 (2,140)
   Interest rate floor agreements                                            560,500          6.45%              38,380
   Swaptions                                                               8,270,000          5.27%             140,482
   Others                                                                     35,576           .55%              28,536

December 31, 1997
   Interest rate swap  agreements  designated as hedges of securities  available
     for sale, where TLC pays:
       Fixed rate interest                                          $        419,715          6.81%     $         1,820
       Floating rate interest                                                280,905          6.48%               3,000
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                       337,371           -                   (320)
   Interest rate swap agreements designated as
     hedges of financial liabilities, where TLC pays:
       Fixed rate interest                                                         -            -                     -
       Floating rate interest                                              2,252,089          6.17%               4,507
       Floating rate interest based on one index and
         receives floating rate interest based on
         another index                                                       304,820           -                 (1,565)
   Interest rate floor agreements                                            560,500          6.46%              25,254
   Swaptions                                                               8,326,030          4.50%             103,018
   Others                                                                     29,117           -                 15,314

</TABLE>


<PAGE>



NOTE L--FINANCIAL INSTRUMENTS (Continued)

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

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

                                             Beginning                                                             End
                                              of Year         Additions       Maturities     Terminations     of Year
1998:
   Interest rate swap agreements
     designated as hedges of
<S>                                       <C>              <C>              <C>             <C>            <C>             
     securities available for sale        $    1,037,991   $      469,126   $      268,364  $    188,218   $      1,050,535
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                     2,556,909        3,748,545          207,345     3,088,754          3,009,355
   Interest rate floor agreements                560,500                -                -             -            560,500
   Swaptions                                   8,326,030                -           56,030             -          8,270,000
   Others                                                           7,359                -           900             35,576
                                          -------------------------------   --------------  ------------   ----------------
                                          29,117

                                          $   12,510,547   $    4,225,030   $      531,739  $  3,277,872   $     12,925,966
                                          ==============   ==============   ==============  ============   ================
1997:
   Interest rate swap agreements
     designated as hedges of
     securities available for sale        $      847,584   $      322,165   $       91,858  $     39,900   $      1,037,991
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                     1,829,301        2,297,133        1,554,525        15,000          2,556,909
   Interest rate floor agreements                560,500                -                -             -            560,500
   Swaptions                                   8,327,570                -                -         1,540          8,326,030
   Others                                                          20,572          100,200             -             29,117
                                          -------------------------------   --------------  ------------   ----------------
                                          108,745

                                          $   11,673,700   $    2,639,870   $    1,746,583  $     56,440   $     12,510,547
                                          ==============   ==============   ==============  ============   ================
1996:
   Interest rate swap agreements
     designated as hedges of
     securities available for sale        $      440,173   $      566,023   $      143,554  $     15,058   $        847,584
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                     1,146,678        1,887,348        1,103,525       101,200          1,829,301
   Interest rate floor agreements                560,500                -                -             -            560,500
   Interest rate cap agreements                  250,000                -          250,000             -                  -
   Swaptions                                   1,267,140        7,170,000          109,570             -          8,327,570
   Others                                                           8,745                -             -            108,745
                                          -------------------------------   --------------  ------------   ----------------
                                          100,000

                                          $    3,764,491   $    9,632,116   $    1,606,649  $    116,258   $11,673,700
                                          ==============   ==============   ==============  ============   ===========

</TABLE>

<PAGE>



NOTE L--FINANCIAL INSTRUMENTS (Continued)

Financial instruments which potentially subject the Company to concentrations of
credit risk consist  principally  of temporary  cash  investments,  derivatives,
fixed  maturities  and  mortgage  loans on real estate.  The Company  places its
temporary cash  investments  and enters into derivative  transactions  with high
credit  quality  financial  institutions.  Concentrations  of  credit  risk with
respect to investments in fixed maturities and mortgage loans on real estate are
limited due to the large number of such investments and their dispersion  across
many  different  industries  and  geographic  areas.  At December 31, 1998,  the
Company had no significant concentration of credit risk.


NOTE M--SUBSEQUENT EVENT(Unaudited)

On February 18, 1999,  Transamerica  Corporation announced that it had signed an
agreement  with  AEGON  N.V.  (AEGON)  providing  for  AEGON's   acquisition  of
Transamerica  Corporation  for cash and stock worth $9.7  billion.  In addition,
AEGON N.V. will assume on a  consolidated  basis  approximately  $1.1 billion of
Transamerica   Corporation's  debt.  Transamerica  Corporation's  corporate  and
insurance  operations will merge with AEGON USA's operations  immediately  after
closing, which is expected to occur during the summer of 1999.


NOTE N--YEAR 2000 (Unaudited)

The Year 2000 Issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer  programs or  hardware  that have  date-sensitive  software or embedded
chips may  recognize  a date  using "00" as the year 1900  rather  than the year
2000.  This  could  result  in a  system  failure  or  miscalculations,  causing
disruptions of operations,  including, among other things, a temporary inability
to  process   transactions,   send  invoices,  or  engage  in  similar  business
activities.

Based upon  recent  assessments,  the  Company  has  determined  that it will be
required to modify or replace  significant  portions of its software and certain
hardware so that those systems will properly  utilize dates beyond  December 31,
1999. The Company presently believes that with modifications and replacements of
existing  software  and certain  hardware,  disruptions  to business  activities
caused by the Year 2000 Issue can be mitigated.  However,  if such modifications
and replacements are not made, or are not completed on time, the Year 2000 Issue
could have an impact on the operations of the Company.

The Company's  plan to address the Year 2000 Issue  involves the following  four
phases: (1) problem  determination,  (2) planning and resource acquisition,  (3)
remediation, and (4) testing and acceptance. The Company has completed phase one
and phase two. A significant  portion of the remediation  phase was completed as
of December 31, 1998, and remediation is expected to be  substantially  complete
by March 1999.  As of December 31, 1998,  Year 2000  readiness  testing was well
underway and is expected to be substantially complete by June 1999.

The Company's Year 2000 project also addresses issues related to non-information
technology,  embedded  software  and  equipment,  the  readiness of key business
partners and updating business continuity plans.


<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>                      <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>












                                                        A-1


<PAGE>




APPENDIX B -

OPTIONAL INSURANCE BENEFITS



<PAGE>


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.  The names of the available
riders may vary by jurisdiction.

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 an amount you selected, or the
amount needed to pay the monthly  insurance  protection  charges,  or the amount
needed to pay the minimum  monthly  payment (during the time the minimum monthly
payment  applies),  whichever is  greatest.  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>




















                                                        B-1


<PAGE>


APPENDIX C -

PAYMENT OPTIONS


<PAGE>



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 us. 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>





































                                                    C-1


<PAGE>


APPENDIX D -

ILLUSTRATIONS OF DEATH BENEFIT,
POLICY VALUES AND ACCUMULATED PAYMENTS


<PAGE>



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 are assumed to be at an
annual rate of 0.82% of the average daily net assets of the portfolios. The rate
of 0.82% is the simple  average of the expense  ratios of the portfolios for the
last fiscal year and takes into account expense reimbursement arrangements.  The
fees  and  expenses  of each  portfolio  vary,  and in 1998 the  total  fees and
expenses  ranged  from an  annual  rate of 0.60% to an  annual  rate of 1.05% of
average daily net assets.  Some of these  expenses  reflect  expense  waivers or
reimbursements  by the  portfolios'  advisers  as  discussed  in Note (1) to the
Portfolio Expenses table.  Without these expense waivers or reimbursements,  the
expenses for those  portfolios would be higher and the simple average would have
been at the annual rate of 1.15% of average net assets. The fees and expenses of
your policy may be more or less than 0.82% in the  aggregate,  depending  on how
you make the  allocations  of  policy  value  among the  sub-accounts.  For more
information  on portfolio  expenses,  see the 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
0.82% of average net assets,  the gross annual rates of investment return of 0%,
6% and 12%  would  produce  net  annual  rates  of  -1.62%,  4.38%  and  10.38%,
respectively,  during the first 10 policy  years and  -1.47%,  4.53% and 10.53%,
respectively, after that.



<PAGE>


                                                    D-1


<PAGE>


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>
















































                                                         D-2

<PAGE>

<TABLE>
<CAPTION>

                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 30
                                                                                                 Face Amount: $100,000
                                                                                                          Level Option
                                          BASED ON CURRENT MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- --------------------------------------------------------------------------------------------------------------------------------
           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        $685      $100,000       $0        $731      $100,000        $0         $777      $100,000
    2       $1,883      $373      $1,359     $100,000      $508      $1,494     $100,000       $649       $1,635     $100,000
    3       $2,896     $1,148     $2,024     $100,000     $1,417     $2,293     $100,000      $1,708      $2,584     $100,000
    4       $3,960     $1,912     $2,679     $100,000     $2,360     $3,127     $100,000      $2,865      $3,632     $100,000
    5       $5,077     $2,656     $3,313     $100,000     $3,331     $3,988     $100,000      $4,122      $4,779     $100,000
    6       $6,249     $3,378     $3,926     $100,000     $4,327     $4,875     $100,000      $5,488      $6,036     $100,000
    7       $7,480     $4,092     $4,530     $100,000     $5,366     $5,804     $100,000      $6,987      $7,425     $100,000
    8       $8,773     $4,786     $5,114     $100,000     $6,435     $6,763     $100,000      $8,621      $8,949     $100,000
    9      $10,131     $5,459     $5,678     $100,000     $7,535     $7,754     $100,000     $104047     $10,623     $100,000
   
   10      $11,556     $6,114     $6,223     $100,000     $8,671     $8,780     $100,000     $12,354     $12,463     $100,000
   11      $13,052     $6,755     $6,755     $100,000     $9,851     $9,851     $100,000     $14,502     $14,502     $100,000
   12      $14,624     $7,264     $7,264     $100,000     $10,957    $10,957    $100,000     $16,746     $16,746     $100,000
   13      $16,274     $7,750     $7,750     $100,000     $12,100    $12,100    $100,000     $19,216     $19,216     $100,000
   14      $18,006     $8,213     $8,213     $100,000     $13,281    $13,281    $100,000     $21,138     $21,138     $100,000
   15      $19,825     $8,652     $8,652     $100,000     $14,499    $14,499    $100,000     $24,937     $24,937     $100,000
   16      $21,735     $9,069     $9,069     $100,000     $15,762    $15,762    $100,000     $28,249     $28,249     $100,000
   17      $23,741     $9,459     $9,459     $100,000     $17,065    $17,065    $100,000     $31,902     $31,902     $100,000
   18      $25,847     $9,828     $9,828     $100,000     $18,415    $18,415    $100,000     $35,940     $35,940     $100,000
   19      $28,058     $10,175    $10,175    $100,000     $19,815    $19,815    $100,000     $40,406     $40,406     $100,000
   20      $30,379     $10,498    $10,498    $100,000     $21,266    $21,266    $100,000     $45,349     $45,349     $100,000
    
 Age 60    $61,041     $12,034    $12,034    $100,000     $38,958    $38,958    $100,000     $134,396    $134,396    $180,090
 Age 65    $82,982     $11,221    $11,221    $100,000     $50,554    $50,554    $100,000     $224,738    $224,738    $274,180
 Age 70    $110,985    $8,900     $8,900     $100,000     $64,874    $64,874    $100,000     $372,198    $372,198    $431,750
 Age 75    $146,725    $3,848     $3,848     $100,000     $83,093    $83,093    $100,000     $613,635    $613,635    $656,590
- --------------------------------------------------------------------------------------------------------------------------------
</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.




                                                         D-3

<PAGE>

<TABLE>
<CAPTION>

                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 30
                                                                                                 Face Amount: $100,000
                                                                                                          Level Option
                                        BASED ON GUARANTEED MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- -------------------------------------------------------------------------------------------------------------------------------
           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        $729      $100,000        $0          $775     $100,000
    2       $1,883      $370      $1,356     $100,000      $505      $1,491     $100,000       $645        $1,631    $100,000
    3       $2,896     $1,142     $2,018     $100,000     $1,410     $2,286     $100,000      $1,700       $2,576    $100,000
    4       $3,960     $1,901     $2,668     $100,000     $2,348     $3,115     $100,000      $2,852       $3,619    $100,000
    5       $5,077     $2,640     $3,297     $100,000     $3,312     $3,969     $100,000      $4,101       $4,758    $100,000
    6       $6,249     $3,356     $3,904     $100,000     $4,301     $4,849     $100,000      $5,456       $6,004    $100,000
    7       $7,480     $4,064     $4,502     $100,000     $5,330     $5,768     $100,000      $6,941       $7,379    $100,000
    8       $8,773     $4,750     $5,078     $100,000     $6,387     $6,715     $100,000      $8,558       $8,886    $100,000
    9      $10,131     $5,415     $5,634     $100,000     $7,475     $7,694     $100,000      $10,320     $10,539    $100,000
    
   10      $11,556     $6,061     $6,170     $100,000     $8,595     $8,704     $100,000      $12,245     $12,354    $100,000
   11      $13,052     $6,676     $6,676     $100,000     $9,737     $9,737     $100,000      $14,336     $14,336    $100,000
   12      $14,624     $7,163     $7,163     $100,000     $10,805    $10,805    $100,000      $16,515     $16,515    $100,000
   13      $16,274     $7,620     $7,620     $100,000     $11,899    $11,899    $100,000      $18,903     $18,903    $100,000
   14      $18,006     $8,060     $8,060     $100,000     $13,032    $13,032    $100,000      $21,531     $21,531    $100,000
   15      $19,825     $8,471     $8,471     $100,000     $14,195    $14,195    $100,000      $24,417     $24,417    $100,000
   16      $21,735     $8,854     $8,854     $100,000     $15,390    $15,390    $100,000      $27,589     $27,589    $100,000
   17      $23,741     $9,211     $9,211     $100,000     $16,619    $16,619    $100,000      $31,078     $31,078    $100,000
   18      $25,847     $9,530     $9,530     $100,000     $17,874    $17,874    $100,000      $34,913     $34,913    $100,000
   19      $28,058     $9,823     $9,823     $100,000     $19,167    $19,167    $100,000      $39,141     $39,141    $100,000
   20      $30,379     $10,806    $10,806    $100,000     $20,491    $20,491    $100,000      $43,798     $43,798    $100,000
   
 Age 60    $61,041     $9,819     $9,819     $100,000     $35,527    $35,527    $100,000     $127,349     $127,349   $170,648
 Age 65    $82,982     $6,131     $6,131     $100,000     $43,594    $43,594    $100,000     $210,138     $210,138   $256,368
 Age 70    $110,985      $0         $0       $100,000     $51,201    $51,201    $100,000     $341,934     $341,934   $396,644
 Age 75    $146,725      $0         $0       $100,000     $57,174    $57,174    $100,000     $552,909     $552,909   $591,613
    
- -------------------------------------------------------------------------------------------------------------------------------
</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.



                                                         D-4

<PAGE>
<TABLE>
<CAPTION>


                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 45
                                                                                                 Face Amount: $250,000
                                                                                                          Level Option
                                          BASED ON CURRENT MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- -------------------------------------------------------------------------------------------------------------------------------
           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      $3,175     $250,000       $0        $3,392    $250,000        $0        $3,609     $250,000
    2       $9,041      $1,907    $6,252     $250,000     $2,539      $6,884    $250,000      $3,199      $7,544     $250,000
    3       $13,903     $5,348    $9,211     $250,000     $6,600     $10,462    $250,000      $7,957      $11,820    $250,000
    4       $19,008     $8,689    $12,069    $250,000     $10,765    $14,145    $250,000     $13,110      $16,490    $250,000
    5       $24,368    $11,910    $14,808    $250,000     $15,021    $17,919    $250,000     $18,682      $21,580    $250,000
    6       $29,996    $15,013    $17,428    $250,000     $19,372    $21,787    $250,000     $24,717      $27,132    $250,000
    7       $35,906    $17,989    $19,919    $250,000     $23,815    $25,745    $250,000     $31,261      $33,191    $250,000
    8       $42,112    $20,822    $22,269    $250,000     $28,337    $29,784    $250,000     $38,354      $39,802    $250,000
    9       $48,627    $23,504    $24,469    $250,000     $32,935    $33,900    $250,000     $46,054      $47,019    $250,000
   10       $55,469    $26,022    $26,504    $250,000     $37,600    $38,082    $250,000     $54,418      $54,900    $250,000
   11       $62,652    $28,824    $28,824    $250,000     $42,793    $42,793    $250,000     $63,985      $63,985    $250,000
   12       $70,195    $31,033    $31,033    $250,000     $47,659    $47,659    $250,000     $74,006      $74,006    $250,000
   13       $78,114    $33,134    $33,134    $250,000     $52,692    $52,692    $250,000     $85,075      $85,075    $250,000
   14       $86,430    $35,125    $35,125    $250,000     $57,902    $57,902    $250,000     $97,320      $97,320    $250,000
   15       $95,161    $37,002    $37,002    $250,000     $63,297    $63,297    $250,000     $110,878    $110,878    $250,000
   16      $104,330    $38,761    $38,761    $250,000     $68,884    $68,884    $250,000     $125,907    $125,907    $250,000
   17      $113,956    $40,398    $40,398    $250,000     $74,676    $74,676    $250,000     $142,588    $142,588    $250,000
   18      $124,064    $41,904    $41,904    $250,000     $80,679    $80,679    $250,000     $161,124    $161,124    $250,000
   19      $134,677    $43,270    $43,270    $250,000     $86,903    $86,903    $250,000     $181,746    $181,746    $250,000
   20      $145,821    $44,488    $44,488    $250,000     $93,361    $93,361    $250,000     $204,723    $204,723    $250,000
 Age 60     $95,161    $37,002    $37,002    $250,000     $63,297    $63,297    $250,000     $110,878    $110,878    $250,000
Age 65     $145,821    $44,488    $44,488    $250,000     $93,361    $93,361    $250,000     $204,723    $204,723    $250,000
 Age 70    $210,477    $48,392    $48,392    $250,000    $129,961    $129,961   $250,000     $361,245    $361,245    $419,045
 Age 75    $292,995    $46,470    $46,470    $250,000    $175,530    $175,530   $250,000     $617,501    $617,501    $660,726
    
- -------------------------------------------------------------------------------------------------------------------------------
</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.





                                                         D-5

<PAGE>
<TABLE>
<CAPTION>


                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 45
                                                                                                 Face Amount: $250,000
                                                                                                          Level Option
                                        BASED ON GUARANTEED MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- -------------------------------------------------------------------------------------------------------------------------------
           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        $3,170     $250,000      $0       $3,387    $250,000        $0        $3,603     $250,000
    2       $9,041      $1,891      $6,236     $250,000    $2,523     $6,868    $250,000      $3,182      $7,527     $250,000
    3       $13,903     $5,310      $9,173     $250,000    $6,559    $10,421    $250,000      $7,914      $11,776    $250,000
    4       $19,008     $8,632      $12,012    $250,000   $10,701    $14,081    $250,000     $13,039      $16,419    $250,000
    5       $24,368     $11,831     $14,729    $250,000   $14,928    $17,826    $250,000     $18,573      $21,470    $250,000
    6       $29,996     $14,884     $17,299    $250,000   $19,219    $21,634    $250,000     $24,534      $26,949    $250,000
    7       $35,906     $17,823     $19,753    $250,000   $23,609    $25,539    $250,000     $31,006      $32,936    $250,000
    8       $42,112     $20,622     $22,069    $250,000   $28,076    $29,524    $250,000     $38,015      $39,463    $250,000
    9       $48,627     $23,259     $24,224    $250,000   $32,602    $33,567    $250,000     $45,603      $46,568    $250,000
   10       $55,469     $25,712     $26,194    $250,000   $37,169    $37,652    $250,000     $53,817      $54,300    $250,000
   11       $62,652     $27,985     $27,985    $250,000   $41,785    $41,785    $250,000     $62,739      $62,739    $250,000
   12       $70,195     $29,576     $29,576    $250,000   $45,952    $45,952    $250,000     $71,953      $71,953    $250,000
   13       $78,114     $30,970     $30,970    $250,000   $50,160    $50,160    $250,000     $82,045      $82,045    $250,000
   14       $86,430     $32,146     $32,146    $250,000   $54,394    $54,394    $250,000     $93,112      $93,112    $250,000
   15       $95,161     $33,081     $33,081    $250,000   $58,641    $58,641    $250,000     $105,268    $105,268    $250,000
   16      $104,330     $33,755     $33,755    $250,000   $62,889    $62,889    $250,000     $118,650    $118,650    $250,000
   17      $113,956     $34,144     $34,144    $250,000   $67,124    $67,124    $250,000     $133,417    $133,417    $250,000
   18      $124,064     $34,225     $34,225    $250,000   $71,335    $71,335    $250,000     $149,761    $149,761    $250,000
   19      $134,677     $33,948     $33,948    $250,000   $75,492    $75,492    $250,000     $167,898    $167,898    $250,000
   20      $145,821     $33,234     $33,234    $250,000   $79,540    $79,540    $250,000     $188,082    $188,082    $250,000
 Age 60     $95,161     $33,081     $33,081    $250,000   $58,641    $58,641    $250,000     $105,268    $105,268    $250,000
 Age 65    $145,821     $33,234     $33,234    $250,000   $79,540    $79,540    $250,000     $188,082    $188,082    $250,000
 Age 70    $210,477     $21,941     $21,941    $250,000   $98,382    $98,382    $250,000     $327,662    $327,662    $380,088
 Age 75    $292,995       $0          $0       $250,000   $109,902   $109,902   $250,000     $551,432    $551,432    $590,033
    
- -------------------------------------------------------------------------------------------------------------------------------
</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.





                                                         D-6

<PAGE>

<TABLE>
<CAPTION>

                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 30
                                                                                                 Face Amount: $100,000
                                                                                                     Adjustable Option
                                          BASED ON CURRENT MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- --------------------------------------------------------------------------------------------------------------------------------
           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       $2,783     $1,264     $2,360     $102,360     $1,412      $2,508    $102,508      $1,560      $2,656     $102,656
    2       $5,704     $3,696     $4,682     $104,682     $4,140      $5,126    $105,126      $4,602      $5,588     $105,588
    3       $8,772     $6,090     $6,966     $106,966     $6,983      $7,859    $107,859      $7,948      $8,824     $108,824
    4      $11,993     $8,446     $9,213     $109,213     $9,944     $10,711    $110,711     $11,629      $12,396    $112,396
    5      $15,375    $10,755    $11,412     $111,412     $13,019    $13,676    $113,676     $15,669      $16,326    $116,326
    6      $18,926    $13,016    $13,564     $113,564     $16,210    $16,758    $116,758     $20,104      $20,652    $120,652
    7      $22,655    $15,242    $15,680     $115,680     $19,538    $19,976    $119,976     $24,988      $25,426    $125,426
    8      $26,570    $17,423    $17,751     $117,751     $22,994    $23,322    $123,322     $30,356      $30,684    $130,684
    9      $30,681    $19,557    $19,776     $119,776     $26,583    $26,802    $126,802     $36,255      $36,474    $136,474
   10      $34,998    $21,647    $21,756     $121,756     $30,314    $30,423    $130,423     $42,744      $42,853    $142,853
   11      $39,530    $23,723    $23,723     $123,723     $34,233    $34,233    $134,233     $49,943      $49,943    $149,943
   12      $44,289    $25,644    $25,644     $125,644     $38,199    $38,199    $138,199     $57,762      $57,762    $157,762
   13      $49,286    $27,519    $27,519     $127,519     $42,326    $42,326    $142,326     $66,385      $66,385    $166,385
   14      $54,533    $29,347    $29,347     $129,347     $46,619    $46,619    $146,619     $75,896      $75,896    $175,896
   15      $60,042    $31,128    $31,128     $131,128     $51,086    $51,086    $151,086     $86,382      $86,382    $191,768
   16      $65,827    $32,865    $32,865     $132,865     $55,738    $55,738    $155,738     $97,935      $97,935    $210,560
   17      $71,901    $34,551    $34,551     $134,551     $60,574    $60,574    $160,574     $110,649    $110,649    $231,256
   18      $78,278    $36,194    $36,194     $136,194     $65,609    $65,609    $165,610     $124,650    $124,650    $253,040
   19      $84,975    $37,793    $37,793     $137,793     $70,853    $70,853    $170,853     $140,073    $140,073    $275,943
   20      $92,006    $39,347    $39,347     $139,347     $76,312    $76,312    $176,312     $157,060    $157,060    $299,985
 Age 60    $184,866   $51,976    $51,976     $151,976    $144,446    $144,446   $244,446     $459,532    $459,532    $615,773
 Age 65    $251,316   $55,914    $55,914     $155,914    $189,597    $189,597   $289,597     $766,213    $766,213    $934,780
 Age 70    $336,125   $57,898    $57,898     $157,898    $244,003    $244,003   $344,003    $1,266,794  $1,266,794  $1,469,482
 Age 75    $444,366   $56,866    $56,866     $156,866    $308,637    $308,637   $408,637    $2,086,404  $2,086,404  $2,232,452
    
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   
(1)      Assumes a payment of $2,650  (approximately  75% 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.




                                                         D-7

<PAGE>

<TABLE>
<CAPTION>

                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 30
                                                                                                 Face Amount: $100,000
                                                                                                     Adjustable Option
                                        BASED ON GUARANTEED MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- --------------------------------------------------------------------------------------------------------------------------------
           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       $2,783     $1,260     $2,356     $102,356     $1,408      $2,504    $102,504      $1,556      $2,652     $102,652
    2       $5,704     $3,685     $4,671     $104,671     $4,129      $5,115    $105,115      $4,590      $5,576     $105,576
    3       $8,772     $6,069     $6,945     $106,945     $6,959      $7,835    $107,835      $7,923      $8,799     $108,799
    4       $11,993    $8,411     $9,178     $109,178     $9,904     $10,671    $110,671     $11,584      $12,351    $112,351
    5       $15,375    $10,703   $11,360     $111,360     $12,958    $13,615    $113,615     $15,598      $16,255    $116,255
    6       $18,926    $12,944   $13,492     $113,492     $16,122    $16,670    $116,670     $19,997      $20,545    $120,545
    7       $22,655    $15,147   $15,585     $115,585     $19,417    $19,855    $119,855     $24,836      $25,274    $125,274
    8       $26,570    $17,302   $17,630     $117,630     $22,834    $23,162    $123,162     $30,145      $30,473    $130,473
    9       $30,681    $19,408   $19,627     $119,627     $26,378    $26,597    $126,597     $35,974      $36,193    $136,193
   10       $34,998    $21,468   $21,577     $121,577     $30,057    $30,166    $130,166     $42,375      $42,484    $142,484
   11       $39,530    $23,468   $23,468     $123,468     $33,860    $33,860    $133,860     $49,394      $49,394    $149,394
   12       $44,289    $25,314   $25,314     $125,314     $37,698    $37,698    $137,698     $56,998      $56,998    $156,998
   13       $49,286    $27,103   $27,103     $127,103     $41,675    $41,675    $141,675     $65,355      $65,355    $165,355
   14       $54,533    $28,849   $28,849     $128,849     $45,807    $45,807    $145,807     $74,554      $74,554    $174,554
   15       $60,042    $30,540   $30,540     $130,540     $50,089    $50,089    $150,089     $84,668      $84,668    $187,962
   16       $65,827    $32,178   $32,178     $132,178     $54,528    $54,528    $154,528     $95,776      $95,776    $205,918
   17       $71,901    $33,763   $33,763     $133,763     $59,130    $59,130    $159,130     $107,968    $107,968    $225,652
   18       $78,278    $35,284   $35,284     $135,284     $63,891    $63,891    $163,891     $121,336    $121,336    $246,312
   19       $84,975    $36,754   $36,754     $136,754     $68,827    $68,827    $168,827     $136,014    $136,014    $267,947
   20       $92,006    $38,163   $38,163     $138,163     $73,936    $73,936    $173,936     $152,116    $152,116    $290,542
 Age 60    $184,866    $48,475   $48,475     $148,475    $136,615    $136,615   $236,615     $436,733    $436,733    $585,222
 Age 65    $251,316    $49,221   $49,221     $149,221    $175,059    $175,059   $275,059     $718,393    $718,393    $876,440
 Age 70    $336,125    $44,768   $44,768     $144,768    $216,777    $216,777   $316,777    $1,166,772  $1,166,772  $1,353,455
 Age 75    $444,366    $32,030   $32,030     $132,030    $258,551    $258,551   $358,551    $1,884,519  $1,884,519  $2,016,436
    
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   
(1)      Assumes a payment of $2,650  (approximately  75% 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.





                                                         D-8

<PAGE>

<TABLE>
<CAPTION>

                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 45
                                                                                                 Face Amount: $250,000
                                                                                                     Adjustable Option
                                          BASED ON CURRENT MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- --------------------------------------------------------------------------------------------------------------------------------
          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>     
   1       $13,020     $6,078    $10,908     $260,908     $6,766    $11,596    $261,596     $7,455       $12,285     $262,285
   2       $26,691    $17,235    $21,580     $271,580    $19,294    $23,639    $273,639     $21,436      $25,781     $275,781
   3       $41,046    $28,136    $31,999     $281,999    $32,264    $36,126    $286,126     $36,731      $40,593     $290,593
   4       $56,118    $38,801    $42,181     $292,181    $45,710    $49,090    $299,090     $53,490      $56,870     $306,870
   5       $71,944    $49,211    $52,108     $302,108    $59,632    $62,529    $312,529     $71,843      $74,741     $324,741
   6       $88,561    $59,366    $61,781     $311,781    $74,045    $76,460    $326,460     $91,952      $94,367     $344,367
   7      $106,009    $69,260    $71,190     $321,190    $88,961    $90,891    $340,891    $113,987     $115,917     $365,917
   8      $124,329    $78,875    $80,322     $330,322    $104,377   $105,825   $355,825    $138,123     $139,570     $389,570
   9      $143,566    $88,202    $89,167     $339,167    $120,304   $121,269   $371,269    $164,566     $165,531     $415,531
   10     $163,764    $97,225    $97,708     $347,708    $136,741   $137,224   $387,224    $193,533     $194,015     $444,015
   11     $184,972    $106,567   $106,567    $356,567    $154,403   $154,403   $404,403    $226,077     $226,077     $476,077
   12     $207,241    $115,193   $115,193    $365,193    $172,254   $172,254   $422,254    $261,404     $261,404     $511,404
   13     $230,623    $123,588   $123,588    $373,588    $190,806   $190,806   $440,806    $300,340     $300,340     $550,340
   14     $255,174    $131,753   $131,753    $381,753    $210,089   $210,089   $460,089    $343,263     $343,263     $593,263
   15     $280,953    $139,681   $139,681    $389,681    $230,124   $230,124   $480,124    $390,582     $390,582     $640,582
   16     $308,021    $147,369   $147,369    $397,369    $250,939   $250,939   $500,939    $442,751     $442,751     $692,751
   17     $336,442    $154,812   $154,812    $404,812    $272,561   $272,561   $522,561    $500,273     $500,273     $750,273
   18     $366,284    $162,000   $162,000    $412,000    $295,013   $295,013   $545,013    $563,698     $563,698     $813,698
   19     $397,618    $168,923   $168,923    $418,923    $318,317   $318,317   $568,317    $633,632     $633,632     $883,632
   20     $430,519    $175,573   $175,573    $425,573    $342,499   $342,499   $592,499    $710,748     $710,748     $960,748
 Age 60   $280,953    $139,681   $139,681    $389,681    $230,124   $230,124   $480,124    $390,582     $390,582     $640,582
 Age 65   $430,519    $175,573   $175,573    $425,573    $342,499   $342,499   $592,499    $710,748     $710,748     $960,748
 Age 70   $621,407    $204,805   $204,805    $454,805    $477,982   $477,982   $727,982   $1,233,406   $1,233,406   $1,483,406
 Age 75   $865,034    $224,903   $224,903    $474,903    $639,060   $639,060   $889,060   $2,086,553   $2,086,553   $2,336,553
    
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   
 (1)     Assumes a payment of $12,400  (approximately 75% 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.





                                                         D-9

<PAGE>

<TABLE>
<CAPTION>

                                             TRANSAMERICA OCCIDENTAL LIFE
                                                SEPARATE ACCOUNT VUL-1
                                   FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY
                                                                                                Male Non-Smoker Age 45
                                                                                                 Face Amount: $250,000
                                                                                                     Adjustable Option
                                        BASED ON GUARANTEED MONTHLY INSURANCE
                       PROTECTION CHARGES (WITHOUT RIDERS), MORTALITY AND EXPENSE RISK CHARGE,
                                     ADMINISTRATION CHARGE AND PORTFOLIO EXPENSES
- --------------------------------------------------------------------------------------------------------------------------------
           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>     
   1       $13,020     $6,061    $10,891     $260,891     $6,749     $11,579    $261,579      $7,438      $12,268    $262,268
   2       $26,691     $17,185   $21,530     $271,530     $19,242    $23,587    $273,587     $21,382      $25,727    $275,727
   3       $41,046     $28,029   $31,891     $281,891     $32,148    $36,010    $286,010     $36,606      $40,468    $290,468
   4       $56,118     $38,630   $42,010     $292,010     $45,518    $48,898    $298,898     $53,274      $56,654    $306,654
   5       $71,944     $48,963   $51,860     $301,860     $59,341    $62,238    $312,238     $71,503      $74,401    $324,401
   6       $88,561     $59,003   $61,418     $311,418     $73,605    $76,020    $326,020     $91,422      $93,837    $343,837
   7       $106,009    $68,787   $70,717     $320,717     $88,364    $90,294    $340,294     $113,236    $115,166    $365,166
   8       $124,329    $78,284   $79,732     $329,732    $103,600    $105,048   $355,048     $137,103    $138,551    $388,551
   9       $143,566    $87,474   $88,439     $338,439    $119,308    $120,273   $370,273     $163,204    $164,169    $414,169
   10      $163,764    $96,332   $96,814     $346,814    $135,475    $135,957   $385,957     $191,737    $192,219    $442,219
   11      $184,972   $104,863   $104,863    $354,863    $152,121    $152,121   $402,121     $222,949    $222,949    $472,949
   12      $207,241   $112,561   $112,561    $362,561    $168,755    $168,755   $418,755     $256,600    $256,600    $506,600
   13      $230,623   $119,914   $119,914    $369,914    $185,876    $185,876   $435,876     $293,473    $293,473    $543,473
   14      $255,174   $126,900   $126,900    $376,900    $203,477    $203,477   $453,477     $333,864    $333,864    $583,864
   15      $280,953   $133,495   $133,495    $383,495    $221,546    $221,546   $471,546     $378,103    $378,103    $628,103
   16      $308,021   $139,676   $139,676    $389,676    $240,073    $240,073   $490,073     $426,551    $426,551    $676,551
   17      $336,442   $145,421   $145,421    $395,421    $259,045    $259,045   $509,045     $479,608    $479,608    $729,608
   18      $366,284   $150,708   $150,708    $400,708    $278,453    $278,453   $528,453     $537,712    $537,712    $787,712
   19      $397,618   $155,485   $155,485    $405,485    $298,251    $298,251   $548,251     $601,317    $601,317    $851,317
   20      $430,519   $159,672   $159,672    $409,672    $318,365    $318,365   $568,365     $670,892    $670,892    $920,892
 Age 60    $280,953   $133,495   $133,495    $383,495    $221,546    $221,546   $471,546     $378,103    $378,103    $628,103
 Age 65    $430,519   $159,672   $159,672    $409,672    $318,365    $318,365   $568,365     $670,892    $670,892    $920,892
 Age 70    $621,407   $172,069   $172,069    $422,069    $425,727    $425,727   $675,727    $1,138,090  $1,138,090  $1,388,090
 Age 75    $865,034   $161,908   $161,908    $411,908    $533,966    $533,966   $783,966    $1,875,170  $1,875,170  $2,125,170
    
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   
(1)      Assumes a payment of $12,400  (approximately 75% 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.





                                                         D-10

<PAGE>


                                                     APPENDIX E -



<PAGE>


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 number 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   Male Rates ($Female Rates (Insured's Age Male Rates (Female Rates)
  Age
    0        6.65          6.44          35           12.76        12.12
    1        6.72          6.49          36           13.23        12.55
    2        6.79          6.57          37           13.73        13.02
    3        6.89          6.65          38           14.28        13.53
    4        6.95          6.72          39           14.90        14.11
    5        7.03          6.79          40           15.51        14.67
    6        7.12          6.87          41           16.30        15.41
    7        7.19          6.94          42           16.96        16.02
    8        7.27          7.00          43           17.72        16.73
    9        7.35          7.08          44           18.54        17.49
    10       7.42          7.15          45           19.32        18.21
    11       7.50          7.23          46           20.52        19.34
    12       7.58          7.31          47           21.74        20.47
    13       7.66          7.37          48           22.95        21.58
    14       7.74          7.45          49           24.15        22.71
    15       7.83          7.53          50           25.36        23.84
    16       7.90          7.59          51           27.04        25.40
    17       7.97          7.67          52           28.71        26.96
    18       8.07          7.75          53           30.39        28.51
    19       8.21          7.88          54           32.06        30.07
    20       8.39          8.05          55           33.74        31.63
    21       8.55          8.20          56           35.14        32.94
    22       8.75          8.38          57           36.55        34.25
    23       8.93          8.55          58           37.96        35.56
    24       9.17          8.77          59           39.37        36.87
    25       9.48          9.06          60           40.78        38.18
    26       9.76          9.33          61           42.52        39.79
    27       10.03         9.59          62           44.25        41.41
    28       10.32         9.85          63           45.99        43.02
    29       10.64        10.14          64           47.72        44.64
    30       10.96        10.45          65           49.47        46.26
    31       11.28        10.74          66           53.18        49.71
    32       11.62        11.06          67           54.00        53.16
    33       11.97        11.38          68           54.00        54.00
    34       12.37        11.75         69-80         54.00        54.00
<PAGE>
APPENDIX F- SPECIAL TERMS

<PAGE>




Age: how old the insured is on his or her birthday  closest to the date of issue
and, subsequently, the policy anniversary.

Attained Age: the  insured's age as of the insured's  last birthday at the start
of the policy year.  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 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.  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 in a guaranteed  death benefit
rider, if attached to the policy.

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 separate  investment
accounts.

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:

      the policy value times

      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 the
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
deductions 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:

the death  benefit  under the elected  death  benefit  option,  either the level
option or adjustable option, minus

      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:

      101% of the policy value minus

     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 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.

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

      value of the units of the sub-accounts credited to your policy, plus

      accumulation in the fixed account credited to your policy.

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, us,
Company and Transamerica 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:

      each day the New York Stock Exchange is open for trading, and

      other  days,  such as those  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.




<PAGE>



Variable  Life  Service  Center:  our office at 440 Lincoln  Street,  Worcester,
Massachusetts 01653.

      Our mailing address for all written requests and other correspondence is:

                              Transamerica Occidental Life Insurance Company
                                       Variable Life Service Center
                                               P.O. Box 8990
                                     Boston, Massachusetts 02266-8990

      Our address for express mail packages is:

                              Transamerica Occidental Life Insurance Company
                                       Variable Life Service Center
                                             2 Heritage Drive
                                        Quincy, Massachusetts 02171

      Our customer service telephone number is:
                                              (800) 782-8315.


<PAGE>






Appendix G



<PAGE>



CONDENSED FINANCIAL INFORMATION

The  following  condensed  financial  information  is derived from the financial
statements of the variable account. You should read the data in conjunction with
the  financial  statements,  related  notes,  and  other  financial  information
included in the prospectus.  The financial statements and reports of independent
auditors  for  the  variable  account  and  Transamerica  are  contained  in the
prospectus.


The following table sets forth certain  information  regarding the  sub-accounts
for the period from January 1, 1998, the commencement of business  operations of
the sub-account through December 31, 1998. The variable accumulation unit values
and the number of variable  accumulation  units outstanding for each sub-account
for the periods shown are as follows:


<PAGE>


<TABLE>
<CAPTION>

                                            Year Ending December 31, 1998

                      Alger American       Alliance VPF     Alliance VPF     Dreyfus VIF Cap    Dreyfus VIF
                     Income & Growth      Growth & Income  Premier Growth  Appreciation Growth   Small Cap
                       Sub-Account          Sub-Account      Sub-Account       Sub-Account      Sub-Account
Accumulation Unit Value
<S>                         <C>              <C>               <C>              <C>                 <C>   
    at Beginning of Period  $10.00           $10.00            $10.00           $10.00              $10.00
Accumulation Unit Value
    at End of Period      $12.94              $11.80           $13.74            $12.36            $9.72
Number of Accumulation
    Units Outstanding
    at End of Period     6,363.647          13,038.515        9,669.055        16,715.999       23,048.974


                        Janus Aspen        Janus Aspen          MFS                    MFS               MFS
                         Balanced        Worldwide Growth  Emerging Growth       Growth & Income      Research
                        Sub-Account         Sub-Account      Sub-Account           Sub-Account       Sub-Account
Accumulation Unit Value
    at Beginning of Period$10.00              $10.00           $10.00                $10.00            $10.00
Accumulation Unit Value
    at End of Period      $12.88              $12.14           $12.69                $11.86            $11.76
Number of Accumulation
    Units Outstanding
    at End of Period    11,764.545          18,247.140       96,421.957             6,460.612         4,172.745


                           MSDW                MSDW               MSDW UF      OCC Accumulation    OCC Accumulation
                     UF Fixed Income       UF High Yield   International Magnum  Trust Managed      Trust Small Cap
                        Sub-Account         Sub-Account         Sub-Account       Sub-Account         Sub-Account
Accumulation Unit Value
    at Beginning of Period$10.00              $10.00              $10.00            $10.00           $10.00
Accumulation Unit Value
    at End of Period      $10.57              $10.12              $10.42            $10.34            $9.07
Number of Accumulation
    Units Outstanding
    at End of Period     3,503.517           8,300.149           2,776.612        12,247.234          3,419.633

                       Transamerica            Transamerica
                        VIF Growth           VIF Money Market
                        Sub-Account             Sub-Account
Accumulation Unit Value
    at Beginning of Period$10.00                $1.00
Accumulation Unit Value
    at End of Period      $13.27                $1.04
Number of Accumulation
    Units Outstanding
    at End of Period    55,929.097              364,086.150

</TABLE>


<PAGE>












<PAGE>

                                     Part II

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

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

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

The directors and officers of Transamerica Occidental Life Insurance Company are
covered under a Directors and Officers  liability  program which includes direct
coverage to directors  and officers  (Coverage  A) and  corporate  reimbursement
(Coverage B) to reimburse the Company for  indemnification  of its directors and
officers.  Such directors and officers are indemnified for loss arising from any
covered claim by reason of any Wrongful Act in their  capacities as directors or
officers.  In general,  the term "loss"  means any amount which the insureds are
legally  obligated to pay for a claim for Wrongful  Acts.  In general,  the term
"Wrongful  Acts"  means  any  breach  of  duty,  neglect,  error,  misstatement,
misleading statement or omission caused, committed or attempted by a director or
officer while acting  individually  or  collectively  in their capacity as such,
claimed against them solely by reason of their being directors and officers. The
limit  of  liability  under  the  program  is  $95,000,000  for  Coverage  A and
$80,000,000 for Coverage B for the period 11/15/98 to 11/15/2000.  Coverage B is
subject to a self insured retention of $15,000,000. The primary policy under the
program is with CNA Lloyds, Gulf, Chubb and Travelers.


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




<PAGE>



                     CONTENTS OF THE REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-reference  to items required by Form N-8B-2.  The  prospectus  consists of
____ pages.
The undertaking to file reports.
The  undertaking  pursuant  to  Rule  484  under  the  Securities  Act of  1933.
Representations Pursuant to Section 26(e) of the Investment Company Act of 1940

The signatures.

Written consents of the following persons:

     1.    Ernst & Young LLP
     2.     Actuarial Opinion

The following exhibits:

     1.    Exhibit 1
     (Exhibits required by paragraph A of the instructions to Form N-8B-2)

           (1)    Certified copy of Resolutions of the Board of Directors of the
                  Company of  December  6, 1996  establishing  the  Transamerica
                  Occidental Life Separate Account
                  VUL-1. 1/

           (2)    Not Applicable.

     (3) (a) Form of  Distribution  Agreement  between  Transamerica  Securities
Sales Corporation and Transamerica Occidental Life Insurance Company. 1/

     (b)  Form  of  Sales  Agreement   between   Transamerica   Life  Companies,
Transamerica Securities Sales Corporation and Broker-Dealers 1/

           (4)    Not Applicable.

           (5)    Forms of Policy and Policy riders. 1/2/

           (6)    Organizational documents of the Company, as amended. 1/

           (7)    Not Applicable.

           (8)    Form  of   Participation   Agreement   between:   Transamerica
                  Occidental Life Insurance Company and:

                  (a) The Alger American Fund 2/ (b) Alliance  Variable Products
                  Series  Fund,  Inc.2/  (c) Janus  Aspen  Series 2/ (d)  Morgan
                  Stanley Universal Funds, Inc. 2/ (e) OCC Accumulation Trust 2/

     (9)  Administrative   Agreements  between   Transamerica   Occidental  Life
Insurance Company and First Allmerica Financial Life Insurance Company 2/

           (10)   Form of Application 1/

           (11)   Issuance, Transfer and Redemption Procedures Memorandum.2/

           (12)   Financial Data Schedule. 2/ 3/

     2. Form of Policy and Policy riders are included in Exhibit 1 above.

     3.    Opinion of Counsel. 1/

     4.    Not Applicable.

     5.    Not Applicable.

     6.    Actuarial consent 2/4/

   
     7. Consent of Independent Accountants 2/ 3/4/5/

     8.    Powers of Attorney 1/ 3/4/5/
    

     1/    Incorporated  herein  by  reference  to the  initial  filing  of this
           Registration Statement (File No. 333-37883) on October 14, 1997.

     2/    Incorporated herein by reference to the Pre-Effective Amendment No. 1
           to this  Registration  Statement (File No. 333-37883) on December 24,
           1998.

     3/    Incorporated herein by reference to the Pre-Effective Amendment No. 2
           to this  Registration  Statement (File No.  333-37883) on January 23,
           1998.

     4/    Incorporated herein by reference to the Post-Effective  Amendment No.
           1 to this  Registration  Statement (File No.  333-37883) on April 29,
           1998.

   
     5/ Filed herewith.
    

<PAGE>



                                    SIGNATURE


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  Transamerica  Occidental  Life  Insurance  Company  certifies  that  this
Amendment meets the requirements of Securities Act Rule 485(b) for effectiveness
of this Registration  Statement and has caused this Registration Statement to be
signed on its behalf by the  undersigned  in the City of Los  Angeles,  State of
California on the 29th day of April, 1999.

               Transamerica Occidental Life Separate Account VUL-1
                                  (Registrant)

(SEAL)






Attest:_______________       By:__________________________________________
         (Title)                                (Name) David M. Goldstein
                                                 (Title)  Vice President

                         Transamerica Occidental Life Insurance Company

Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Transamerica
Occidental Life Insurance Company has duly caused this registration statement to
be signed on its behalf by the undersigned  thereunto duly  authorized,  and its
seal to be hereunto affixed and attested, all in the City of Los Angeles and the
State of California, on the 29th day of April, 1999.

                 Transamerica Occidental Life Insurance Company

(SEAL)



Attest:___________________________       By:___________________________________
         (Title)                                  (Name)   David M. Goldstein
                                                  (Title)  Vice President

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

Signatures                                  Titles                                      Date
<S>                                <C>                                        <C>
______________________*             President, Chairman, Chief Executive        April 29, 1999
Thomas J. Cusack                    Officer and Director

______________________*             Executive Vice President,                   April 29, 1999
James W. Dederer                    General Counsel and Corporate Secretary

______________________*             Directorand                                 April 29, 1999
Karen MacDonald                     and Acting Chief Financial Officer

______________________*             Director                                    April 29, 1999
Frank Beardsley

______________________*             Director                                    April 29, 1999
George A. Foegele

______________________*             Director                                    April 29, 1999
David E. Gooding

______________________*             Director                                    April 29, 1999
Edgar H. Grubb

______________________*             Director                                    April 29, 1999
Frank C. Herringer

______________________*             Director                                    April 29, 1999
Richard N. Latzer

______________________*             Director                                    April 29, 1999
Karen MacDonald

______________________*             Director                                    April 29, 1999
Gary U. Rolle'

______________________*             Director                                    April 29, 1999
Paul E. Rutledge III

______________________*             Director                                    April 29, 1999
T. Desmond Sugrue

______________________*             Director                                    April 29, 1999
Nooruddin S. Veerjee

______________________*             Director                                    April 29, 1999
Robert A. Watson
</TABLE>



____________________________ On April 29, 1999 as Attorney-in-Fact pursuant to
*By:  David M. Goldstein powers of attorney previously filed and filed herewith,
                             and in his own capacity as Vice President.



<PAGE>
Exhibit 7
<PAGE>
Consent of Independent Auditors

We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report dated January 21, 1999 with respect to the
consolidated financial statements of Transamerica Occidental Life Insurance
Company and our report dated April 19, 1999 with respect to the financial
statements of Transamerica Occidental Life Separate Account VUL-1 in Post-
Effective Amendment No. 3 to the Registration Statement (Form S-6 No. 333-37883)
and related Prospectus of Transamerica Occidental Life Separate Account VUL-1.

Ernst & Young LLP

Los Angeles, California
April 27, 1999
<PAGE>

Exhibit 8

<PAGE>
                                                 POWER OF ATTORNEY


The  undersigned  director  Transamerica  Occidental Life Insurance  Company,  a
California corporation (the "Company"), hereby constitutes and appoints James W.
Dederer, David M. Goldstein,  David E. Gooding, and William M. Hurst and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution to each, for him and
on his behalf and in his name,  place and stead,  to execute and file any of the
documents  referred to below relating to registrations  under the Securities Act
of 1933 and under the  Investment  Company Act of 1940 with  respect to any life
insurance  and annuity  policies:  registration  statements on any form or forms
under the Securities  Act of 1933 and under the Investment  Company Act of 1940,
and any and all amendments and  supplements  thereto,  with all exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing requisite and necessary or appropriate  with respect thereto to be
done in and about the premises in order to effectuate  the same, as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF,  the undersigned has hereunto set his hand, this 24th day of
February, 1999.

                         ______________________________
                                 Frank Beardsley



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