SEP ACCT VUL 1 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO
485APOS, 1999-02-26
Previous: SEP ACCT VUL 1 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO, NSAR-U, 1999-02-26
Next: LASALLE REAL ESTATE SECURITIES FUND INC, 485APOS, 1999-02-26



                                                      

                           Registration No. 333-37883
                                  No. 811-08439

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                         Post-Effective Amendment No. 2
                                    FORM S-6

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

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

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

         Name and Address of Agent for Service:                      
         James W. Dederer, Esq.                                      
         Executive Vice President, General Counsel                   
                  and Corporate Secretary                            
         Transamerica Occidental Life Insurance Company              
         1150 South Olive Street
         Los Angeles, CA 90015



  Copies to:                                
  Frederick R. Bellamy, Esq.                
  Sutherland, Asbill & Brennan LLP          
  1275 Pennsylvania Avenue, N.W.            
  Washington, D.C.  20004                   
                                            


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

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

   
                           It       is  proposed  that this  filing  will become
                                    effective: oimmediately upon filing pursuant
                                    to  paragraph  (b) oon pursuant to paragraph
                                    (b)  60  days  after   filing   pursuant  to
                                    paragraph  (a)(1) x on May 1, 1999  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>


                                     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/

     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, 1998.



<PAGE>





                                                                 - 3 -

                                 PROSPECTUS FOR

                  TRANSAMERICA SERIESsm TRANSAMERICA TRIBUTEsm
                        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
    
<TABLE>
<CAPTION>

<S>            <C>                                          <C>    
                  Alger American Income & Growth              MFS VIT Research
   
                           Alliance VPF Growth & Income                Morgan Stanley Dean Witter UF Fixed Income
                           Alliance VPF Premier Growth                 Morgan Stanley Dean Witter UF High Yield
                           Dreyfus VIF Capital Appreciation            Morgan   Stanley 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 Portfolio
                           MFS VIT Emerging Growth            Transamerica VIF Money Market
                           MFS VIT Growth with Income
E
</TABLE>


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


Please read and retain this prospectus.  It contains information you should know
Transamerica's web site is http://transamerica.com before investing.



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.







                                               May 1, 1999


<TABLE>
<CAPTION>


                                                      Table of Contents

SUMMARY  4
<S>                                                                                                      <C>
         Investment Objectives and Policies, and Investment Advisers......................................4
DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT
         AND THE PORTFOLIOS...............................................................................4
THE POLICY................................................................................................4
   
         Application for a Policy.........................................................................4
         Term Life Insurance Conversions
         Free Look Period.................................................................................4
         Conversion Privilege.............................................................................4
         Payments.........................................................................................4
         Allocation of Net Payments.......................................................................4
         Transfer Privilege...............................................................................4
         Death Benefit....................................................................................4
         Level Option and Adjustable Option...............................................................4
         Change to Level or Adjustable Option.............................................................4
         Change in Face Amount............................................................................4
         Option to Accelerate Death Benefits (Living Benefits Rider) .....................................4
         Policy Value.....................................................................................4
         Maturity Benefits................................................................................4
         Payment Options..................................................................................4
         Optional Insurance Benefits......................................................................4
         Surrender........................................................................................4
         Partial Withdrawal...............................................................................4
         Paid-Up Insurance Option.........................................................................4
    
CHARGES AND DEDUCTIONS....................................................................................4
         Payment Expense Charge...........................................................................4
         Monthly Insurance Protection Charge..............................................................4
         Charges Against or Reflected in the Assets
              of the Separate Account.....................................................................4
         Surrender Charges................................................................................4
         Partial Withdrawal Costs.........................................................................4
         Transfer Charges.................................................................................4
         Charges for Change in Face Amount................................................................4
         Other Administrative Charges.....................................................................4
POLICY LOANS..............................................................................................4
         Preferred Loan Option............................................................................4
         Loan Interest Charged............................................................................4
         Repayment of Outstanding Loan....................................................................4
         Effect of Policy Loans...........................................................................4
POLICY TERMINATION AND REINSTATEMENT......................................................................4
         Termination......................................................................................4
         Reinstatement....................................................................................4
OTHER POLICY PROVISIONS...................................................................................4
         Policy Owner ....................................................................................4
         Beneficiary......................................................................................4
         Assignment.......................................................................................4
         Limit on the Right to Challenge Policy...........................................................4
         Suicide..........................................................................................4
         Misstatement of Age or Sex.......................................................................4
         Delay of Payments................................................................................4
FEDERAL TAX CONSIDERATIONS................................................................................4
         Transamerica Occidental Life Insurance Company and
              The Separate Account........................................................................4
         Taxation of the Policies.........................................................................4
         Policy Loans.....................................................................................4
         Interest Disallowance............................................................................4
         Modified Endowment Contracts.....................................................................4
         Distribution Under Modified Endowment Contracts..................................................4
VOTING RIGHTS.............................................................................................4
DIRECTORS AND PRINCIPAL OFFICERS OF
         TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY...................................................4
DISTRIBUTION..............................................................................................4
REPORTS  4
PERFORMANCE INFORMATION...................................................................................4
LEGAL PROCEEDINGS.........................................................................................4
ADDITIONS, DELETION OR SUBSTITUTION OF INVESTMENTS........................................................4
PREPARING FOR THE YEAR 2000...............................................................................4
FURTHER INFORMATION.......................................................................................4
MORE INFORMATION ABOUT THE FIXED ACCOUNT..................................................................4
         General Description..............................................................................4
         Fixed Account Interest...........................................................................4
         Transfers, Surrenders, Partial Withdrawals and Policy Loans......................................4
   
INDEPENDENT AUDITORS......................................................................................4
FINANCIAL STATEMENTS......................................................................................4
APPENDIX A - GUIDELINE MINIMUM SUM INSURED TABLE..........................................................A-1
APPENDIX B - OPTIONAL INSURANCE BENEFITS..................................................................A-2
APPENDIX C - PAYMENT OPTIONS..............................................................................A-3
APPENDIX D - ILLUSTRATIONS OF DEATH BENEFIT, Policy Values and Accumulated Payments.......................A-4
APPENDIX E - MAXIMUM SURRENDER CHARGES....................................................................A-14
APPENDIX F- SPECIAL TERMS.................................................................................A-16
    


</TABLE>


<PAGE>




                                                                 - 6 -

Summary

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

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
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 23 and Policy Termination and Reinstatement on page 43.

Who Are the Key Persons Under the Policy?

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

What Happens When the Insured Dies?

We will pay the net death benefit to the beneficiary when the insured dies while
the policy is in effect. You may choose between two death benefit options.

Under the level death benefit option, the death benefit is:

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

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

whichever is greater.

Under the  adjustable  death  benefit  option,  hereinafter  referred  to as the
adjustable option, the death benefit is either:

(a)   the sum of the face amount and policy value; or

(b)   the guideline minimum sum insured,

whichever is greater.

The net death benefit is the death benefit less:

   
          any outstanding loan; any due and unpaid partial withdrawals;  any due
          and  upaid  partial  withdrawal  charges;  and any  monthly  insurance
          protection charges.

However,  after the final payment date, and except as provided  otherwise  under
the guaranteed death benefit rider option,  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 in the living  benefits  rider.  See Death
Benefit on page 26.

Can I Examine the Policy?

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

          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, with regard to your policy:

          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 23.

What Are My Investment Choices?

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

   
         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 Dean
         Witter UF Fixed Income Morgan  Stanley Dean Witter UF High Yield Morgan
         Stanley Dean Witter UF International Magnum
    
              OCC Accumulation Trust Managed
         OCC Accumulation Trust Small Cap     Transamerica VIF Growth Portfolio
         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
58.

Investment Objectives and Policies, and Investment Advisers

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

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

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

               Costs to register  and qualify the  portfolio's  shares under the
              Securities Act of 1933, hereinafter referred to as the 1993 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  portfolio's  prospectuses  contain more
detailed  information 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 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%.

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

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

The 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 25.

How Much Can I Invest and How Often?

The number and  frequency of your  payments are  flexible,  within  limits.  See
Payments on page 23.

What If I Need My Money?

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

          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

          Make  transfers  of  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 35.

          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.

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

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

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

         Partial  Withdrawal  Costs - We deduct  the  following  from the policy
value for partial withdrawals:

                   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.
<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 & Growth                             0.63%             0.11%           0.74%
Alliance VPF Growth & Income                               0.63%             0.09%           0.72%
Alliance VPF Premier Growth                                1.00%             0.10%           1.10%
Dreyfus VIF Capital Appreciation                           0.75%             0.05%           0.80%
Dreyfus VIF Small Cap                                      0.75%             0.03%           0.78%
Janus Aspen Balanced                                       0.77%             0.06%           0.83%
Janus Aspen Worldwide Growth                               0.66%             0.08%           0.74%
MFS VIT Emerging Growth                                    0.75%             0.12%           0.87%
MFS VIT Growth with Income                                 0.75%             0.25%           1.00%
MFS VIT Research                                           0.75%             0.13%           0.88%
Morgan Stanley Dean Witter UF Fixed Income                 0.00%             0.70%           0.70%
Morgan Stanley Dean Witter UF High Yield                   0.00%             0.80%           0.80%
Morgan Stanley Dean Witter UF International Magnum         0.00%             1.15%           1.15%
OCC Accumulation Trust Managed                             0.80%             0.07%           0.87%
OCC Accumulation Trust Small Cap                           0.80%             0.17%           0.97%
Transamerica VIF Growth                                    0.62%             0.23%           0.85%
Transamerica VIF Money Market                              0.35%             0.25%           0.60%
    
</TABLE>

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

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios.   Transamerica   has  no  reason  to  doubt  the  accuracy  of  that
information,  but Transamerica has not verified those figures. These figures are
for the year ended  December 31,  1997,  except for the  Transamerica  VIF Money
Market  Portfolio  which are  estimates  for the year  1998,  its first  year of
operation.  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 his or
         her 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,  except  for
         Alliance VPF Premier  Growth.  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> 
Janus Aspen Worldwide Growth                             0.72             0.09                 0.81
MFS VIT Growth with Income                               0.75             0.35                 1.10
Morgan Stanley Dean Witter UF Fixed Income               0.40             1.31                 1.71
Morgan Stanley Dean Witter UF High Yield                 0.80             0.88                 1.68
Morgan  Stanley  Dean  Witter  UF   International        0.80             1.98                 2.78
Magnum
Transamerica VIF Growth                                  0.75             0.23                 0.98
    
</TABLE>

         Without expense reimbursements,  the management fee, other expenses and
         total  portfolio  expenses  for the  first  year of  operation  for the
         Transamerica VIF Money Market Portfolio are expected to be 0.35%, 0.45%
         and  0.80%   respectively.   There  were  no  fee  waivers  or  expense
         reimbursements  during  1998 for the Alger  American  Income and Growth
         Portfolio,   Alliance   VPF  Growth  &  Income,   Dreyfus  VIF  Capital
         Appreciation  Portfolio,  Dreyfus VIF Small Cap Portfolio,  Janus Aspen
         Balanced Portfolio, MFS VIT Emerging Growth Portfolio, MFS VIT Research
         Portfolio, OCC Accumulation Trust Managed Portfolio or OCC Accumulation
         Trust Small Cap Portfolio.

1)       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 6 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 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  and  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. See Policy
  Termination and Reinstatement on page 43.

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

Can I Elect Paid-Up Insurance with No Further Premiums Due?

Yes. The policy provides a paid-up  insurance option. If this option is elected,
we will  provide  paid-up  insurance  coverage,  usually  having a reduced  face
amount,  for the life of the insured with no more  premiums  being due under the
policy.  If you elect this option,  policy  owner  rights and  benefits  will be
limited. See Paid Up Insurance Option on page 34.

How Is My Policy Taxed?

   
The policy is given federal income tax treatment similar to a conventional fixed
benefit life insurance  policy.  On a withdrawal of policy value,  policy owners
currently  are taxed only on the amount of the  withdrawal  that  exceeds  total
payments.  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 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 years of the policy 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 47.
    



<PAGE>


                          Description of Transamerica,
                              The Separate Account
                                       And
                                 The Portfolios

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

The Separate  Account -  Transamerica  Occidental  Life Separate  Account VUL-1,
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 Morgan Stanley Dean Witter 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  Transamerica's  rules for insurance  under the policy,  in the
amount, and in the underwriting class applied for in the application.  After all
conditions are met, the amount of fixed  conditional  insurance  provided by the
conditional  receipt will be the amount applied for, up to a maximum of $250,000
for persons age 16 to 65 and insurable in a standard  underwriting class, and up
to $100,000 for all other ages and underwriting classes.

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

If your application is approved and the policy is issued,  we will allocate your
policy value within two days of the date we approve your  application  according
to your  allocation  instructions.  However,  if your policy provides for a full
refund of payments  under its right to examine  policy  provision as required in
your state,  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  Tributesm 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

 net of partial withdrawals,
      partial withdrawal charges, and
    
 and any outstanding loans,

must at least equal the  guaranteed  death  benefit  premium times the number of
policy years since the policy was issued.

The guaranteed death benefit premiums are currently:

          90% of the guideline level premium if you elected the level option; or

            75% of the  guideline  level  premium if you elected the  adjustable
option.

 A policy  change may affect the amount of payments  necessary to keep the rider
 in force.  Certain other  conditions may apply,  and once terminated this rider
 may not be reinstated.

Total payments may not exceed the current  maximum  payment limits under federal
tax law. These limits will change with:

           a change in face amount,

           the addition or deletion of a rider; or

           a change between the level option and adjustable option.

 Where total payments would exceed the current maximum  payment limits,  we will
 only  accept  that part of a payment  that will make total  payments  equal the
 maximum.  Any part of the  payments  greater  than that  amount  will  first be
 applied as a loan repayment, if you have an outstanding loan, and any remainder
 will be returned to you.  We will  refund to you any excess  amount,  including
 interest,  not later than 60 days after the end of the policy year in which the
 excess payment occurred.

 However,  we will  accept a payment  needed to prevent  policy  lapse  during a
 policy year. The amount  refundable  will not exceed the surrender value of the
 policy.  If  the  entire  surrender  value  is  refunded,  we  will  treat  the
 transaction as a full surrender of your policy.

   
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, Transamerica may be liable for
any losses from unauthorized or fraudulent instructions. We require that callers
on behalf of a policy owner identify  themselves by name and identify the policy
owner by name, date of birth and social security number.  All telephone requests
are tape recorded.  An allocation change will take effect on the date of receipt
of the  notice at the  Variable  Life  Service  Center.  No charge is  currently
imposed for changing payment  allocation  instructions.  We reserve the right to
impose a charge in the  future,  but  guarantee  that the charge will not exceed
$25.

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

Transfer Privilege - Subject to our then current rules, you may transfer amounts
among  the  sub-accounts  or  between  one or more  sub-accounts  and the  fixed
account. You may not transfer that portion of the policy value held in the fixed
account that secures a policy loan.

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

          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 dollar cost averaging option is designed to reduce
the risk of your purchasing  units only when the price of the units is high, but
you should carefully consider your financial ability to continue the option over
a long enough  period of time to purchase  units when their value is low as well
as when it is high. The DCA option does not assure a profit or protect against a
loss. The DCA option will terminate  automatically  when the value of your money
market sub-account is depleted.

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

Automatic Account  Rebalancing-  Once your net payments and requested  transfers
have been allocated  among your  sub-account  choices,  the  performance of each
sub-account  may cause your  allocation to shift such that the relative value of
one or more sub-accounts is no longer  consistent with your overall  objectives.
Under the automatic account  rebalancing  option,  the balances in your selected
sub-accounts  can be restored to the  allocation  percentages  you elect on your
written request by transferring values among the sub-accounts.  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  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

   
      tTransfers because of a material change in investment policy.
    

Death Benefit - If the policy is in force on the date of the insured's death, we
will,  with  due  proof  of  death,  pay  the net  death  benefit  to the  named
beneficiary.  We will  normally pay the net death  benefit  within seven days of
receiving  due proof of the  insured's  death,  but we may delay  payment of net
death benefits.  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 optionand,  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.   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 with the Living Benefits Rider - Subject to
state law and  approval,  you may elect to add the  option to  accelerate  death
benefits,  Living Benefits Rider, to your policy.  There is no direct charge for
this rider.  The rider allows you to receive a portion of the net death  benefit
while the  Insured is alive,  subject to the  conditions  of the rider.  You may
submit a written  request to receive the living  benefit under this rider if the
policy is in force and a qualified  physician  certifies that the insured has an
illness or physical  condition  which is likely to result in the insured's death
within 12 months.  You may receive the living  benefit either in a single sum or
in 12 equal  payments.  The option may only be exercised  once under the policy.
The amount you may receive is based on the option  amount.  The option amount is
the  portion  of the  death  benefit  you  elect to apply  under the rider as an
accelerated  death  benefit.  The option amount must be at least $25,000 and may
not exceed the 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

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

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

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

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

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:

               The  number of units in each sub-account, times

               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 the policy owner.  The surrender
value may be paid in a single sum or under a payment option as described below.

Payment  Options - The net death benefit  payable may be paid in a single sum or
under one or more of the payment options then offered by  Transamerica.  Payment
options  are paid from our general  account and are not based on the  investment
experience of the separate account.  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 Appendex B - Optional Insurance  Benefits.  The
cost of  optional  insurance  benefits  becomes  part of the  monthly  insurance
protection charge,  except that the guaranteed death benefit rider cost is a one
time transaction charge of $25 deducted on the first monthly processing date.

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

          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 on written  request.  Your  written  request  must state the dollar
amount you wish to receive.  You may  allocate  the amount  withdrawn  among the
sub-accounts  and  the  fixed  account.   If  you  do  not  provide   allocation
instructions,  we will make a pro rata allocation.  Each partial withdrawal must
be at least  $500.  Under the level  option,  the face  amount is reduced by the
partial  withdrawal.  We will not allow a partial  withdrawal if it would reduce
the level option face amount below $50,000.

On a partial  withdrawal from a sub-account,  we will cancel the number of units
equal in value to the amount withdrawn.  The amount withdrawn will be the amount
you  requested  plus the partial  withdrawal  costs.  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 0.75% and 3.5%.  Since we are subject to retaliatory tax,
the  effective  premium  tax for us  typically  ranges  between  2.35% and 3.5%.
Typically, we pay premium taxes, including retaliatory tax in all jurisdictions,
but the payment expense charge would be deducted, even if we were not subject to
premium or retaliatory tax in a state.

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

Monthly Insurance  Protection  Charge - 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 sum insured, and

a)   the greater of the face amount or the policy  value,  if you  selected  the
     level option, or

b)   the face amount  plus the policy  value,  if you  selected  the  adjustable
     option, divided by 1,000

We will adjust the monthly insurance protection charge for any decreases in face
amount.

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

          Male, female or unisex rate table,

          Age and underwriting class of the insured; and

   
       tThe 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
the 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,  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  APPLICATION  FOR A  POLICY-  Right to  Examine
         Policy; 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 the first  policy year or any  subsequent
policy year are the values on the  valuation  date we receive your request for a
loan at our Variable Life Service Center.

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

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

   
The portion of the policy value securing the outstanding  loan will earn monthly
interest  in the fixed  account  at an annual  rate of at least  6.0%,  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 Charge - 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.
    

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.

   
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.  The  policy  owner  names  the
beneficiary.  Unless  otherwise  stated in the policy,  the  beneficiary  has no
rights in the policy  before the insured dies.  While the insured is alive,  you
may change the  beneficiary,  unless you have  declared  the  beneficiary  to be
irrevocable. If no beneficiary is alive when the insured dies, the policy owner,
or the  policy  owner's  estate,  will  be the  beneficiary.  If more  than  one
beneficiary  is alive when the Insured  dies,  we will pay each  beneficiary  in
equal  shares,  unless you have chosen  otherwise.  Where there is more than one
beneficiary, the interest of a beneficiary who dies before the insured will pass
to surviving beneficiaries proportionally, unless you have requested otherwise.

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

The following policy provisions may vary by state.

   
Limit on Right to  Challenge  Policy - Except for fraud,  unless 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:
    

a)     the issue date of the term life insurance policy; or

b) 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:

a)    the issue date of the term life insurance policy; or

b) 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, Transamerica may incur state and local taxes besides premium
taxes. These taxes are not currently significant.  If there is a material change
in these taxes affecting the separate  account,  we may charge for taxes paid or
for tax reserves.

Taxation  of the  Policies  - We believe  that the  policies  described  in this
prospectus are life insurance  contracts under Section 7702 of the Code. Section
7702 affects the taxation of life  insurance  contracts and places limits on the
relationship  of the  policy  value  to the  death  benefit.  As life  insurance
contracts,  the net death benefits of the policies are generally excludable from
the gross income of the  beneficiaries.  In the absence of any guidance from the
Internal Revenue Service 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 Section 7702
of the Code because of a reduction  of benefits  under the policy may be taxable
to the policy  owner as ordinary  income  respecting  any  investment  earnings.
Federal, state and local income, estate, inheritance, and other tax consequences
of ownership or receipt of policy proceeds depend on the  circumstances  of each
insured, policy owner or beneficiary.

Policy Loans - Transamerica believes that non-preferred loans received under the
policy will be treated as an indebtedness of the policy owner for federal income
tax purposes.  Under current law, these loans will not constitute income for the
policy owner while the policy is in force, but see Modified Endowment Contracts.

There is a risk, however,  that a preferred loan may be characterized by the IRS
as a withdrawal  and taxed  accordingly.  At the present  time,  the IRS has not
issued any guidance on whether  loans with the  attributes  of a preferred  loan
should be treated  differently from a non-preferred  loan. This lack of specific
guidance makes the tax treatment of preferred loans uncertain.

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

Modified  Endowment  Contracts - Special rules  described below apply to the tax
treatment of loans and other  distributions  under any life  insurance  contract
that is classified as a modified endowment contract, or MEC, under Section 7702A
of the Code. A MEC is a life insurance contract that either fails the 7-pay test
or is received in exchange for a MEC. In general,  a policy will fail this 7-pay
test if:

     a) the  cumulative  premiums  and other  amounts paid for the policy at any
time during the first 7 contract years, or

b) 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 Section 72(e)(10) of
the Code, loans, withdrawals and other distributions made prior to the insured's
death under a MEC are includible in gross income on an  income-out-first  basis.
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 Section 72(v) of
the Code,  unless the  taxpayer  has  attained  age 59 1/2 or is disabled or the
payment  is part of a series of  substantially  equal  periodic  payments  for a
qualifying lifetime period. Furthermore,  under Section 72(e)(4)(A) of the Code,
any loan,  pledge,  or  assignment  of, or any agreement to assign or pledge any
portion of a MEC's cash value is treated as  producing  an amount  received  for
purposes of these MEC distribution rules.

It is  unclear to what  extent  this  assignment  rule  applies to a  collateral
assignment  that does not  secure a loan or  pledge,  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>



<TABLE>
<CAPTION>




                       Directors and Principal Officers of
                 Transamerica Occidental Life Insurance Company
<S>                                    <C>
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.

</TABLE>

       *The business address is 1150 South Olive Street, Los Angeles, California
       90015. **The business address is 1100 Walnut Street,  23rd Floor,  Kansas
       City,  Missouri 64106. ***The business address is 401 North Tryon Street,
       Charlotte,   North  Carolina  28202.  ****The  business  address  is  600
       Montgomery  Street,  San Francisco,  California 94111.  *****The business
       address is 300 Consilium Place, Scarborough, Ontario, Canada M1H3G2

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


Distribution

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

We pay to broker-dealers  who sell the policy  commissions based on a commission
schedule.  After the date of issue or an  increase in face  amount,  commissions
will  be 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 an annual  statement  to you that will  summarize  all of the above
transactions  and deductions of charges during the policy year. It will also set
forth the status of the death benefit, policy value, surrender value, amounts in
the sub-accounts and fixed account,  and any policy loans. We will send you such
reports containing financial statements and other information for the portfolios
as the 1940 Act requires.

Performance Information

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

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

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

We take a representative policy owner and assume that:

          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 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.
<TABLE>
<CAPTION>

                                                                                         10 Year or
                                                                                           Life of the
                                                                                          Portfolio (if      Number
                                                                                           Less than 10        of
                                                                                           Years Since     Years Since
                                                                               5 Year       Inception)      Inception
                                                                               Average    Average Annual    (if Less
                   Sub-Account                     Portfolio   1 Year Total    Annual      Total Return      than 10
                Investing in the                   Inception      Return        Total                        Years)
             Corresponding Portfolio                  Date                     Return
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>   <C>      <C>          <C>           <C>             <C> 
Alger American Income & Growth                      11/15/88      -91.65%       4.75%         7.61%           9.13
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                        1/14/91       -98.18%       6.80%         6.95%           6.96
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                         6/26/92       -93.77%       8.74%         11.16%          5.52
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                    4/05/93       -98.83%        N/A          6.71%           4.74
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                               8/31/90      -100.00%      14.21%         37.28%          7.34
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                                9/13/93      -100.00%        N/A          -0.89%          4.30
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                        9/13/93      -100.00%        N/A          8.16%           4.30
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                             7/24/95      -100.00%        N/A         -11.10%          2.44
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                          10/09/95      -97.32%        N/A         -11.43%          2.23
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                    7/26/95      -100.00%        N/A         -12.66%          2.44
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF Fixed Income          1/02/97      -100.00%        N/A         -100.00%         1.00
    
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF High Yield            1/02/97      -100.00%        N/A         -100.00%         1.00
    
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF International         1/02/97      -100.00%        N/A         -100.00%         1.00
Magnum
    
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                   8/01/88      -100.00%       7.46%         14.69%          9.42
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                 8/01/88      -100.00%       1.67%         9.57%           9.42
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                        2/26/69       -82.74%      18.96%         19.98%           N/A
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                       1/01/98         N/A          N/A           N/A             N/A
- ------------------------------------------------------------------------------------------------------------------------
   
</TABLE>

(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 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.
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------
                                                                                   10 Year or     Number
                                                                                   Life of the      of
                                                                                    Portfolio      Years
                                                                        5 Year      (if Less       Since
                                                                        Average      than 10     Inception
               Sub-Account                   Portfolio      1 Year      Annual     Years Since   (if Less
             Investing in the                Inception   Total Return    Total     Inception)     than 10
         Corresponding Portfolio               Date                     Return       Average      Years)
                                                                                  Annual Total
                                                                                     Return
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<S>                                          <C>   <C>      <C>         <C>          <C>           <C> 
Alger American Income & Growth               11/15/88       29.80%      15.03%       12.07%        9.13
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                  1/14/91       22.66%      16.88%       13.36%        6.96
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                   6/26/92       27.48%      18.64%       19.37%        5.52
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation              4/05/93       21.95%        N/A        17.33%        4.74
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                         8/31/90       11.18%      23.63%       41.78%        7.34
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                          9/13/93       16.28%        N/A        13.54%        4.30
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                  9/13/93       16.33%        N/A        20.08%        4.30
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                       7/24/95       16.09%        N/A        19.39%        2.44
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                   10/09/95       23.60%        N/A        22.90%        2.23
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
MFS VIT Research                              7/26/95       14.53%        N/A        18.02%        2.44
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF Fixed Income    1/02/97       4.70%         N/A         4.70%        1.00
    
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF High Yield      1/02/97       8.12%         N/A         8.12%        1.00
    
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
   
Morgan Stanley Dean Witter UF                 1/02/97       -1.14%        N/A        -1.14%        1.00
International Magnum
    
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed (1)            8/01/88       16.52%      17.48%       18.60%        9.42
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap (2)          8/01/88       16.46%      12.29%       13.77%        9.42
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                  2/26/69       39.53%      28.03%       23.94%         N/A
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                 1/01/98        N/A          N/A          N/A          N/A
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(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.  Transamerica  does not believe
that  mixed  funding  is  currently  disadvantageous  to  either  variable  life
insurance  policy owners or variable  annuity policy owners.  Transamerica  will
monitor events to identify any material conflicts among policy owners because of
mixed funding.  If  Transamerica  concludes that separate  portfolios  should be
established for variable life and variable  annuity separate  accounts,  we will
bear the expenses.

We may  change the policy to  reflect a  substitution  or other  change and will
notify  policy  owners  of the  change.  Subject  to any  approvals  the law may
require, the separate account or any sub-accounts may be:

      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.


PREPARING FOR YEAR 2000

 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 that have  date-sensitive  software 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  normal  business  activities.  Although  the Company does not
believe  that  there is a  material  contingency  associated  with the Year 2000
project, there can be no assurance that exposure for material contingencies will
not arise.

The above 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.

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
preferred  loans 7.5%. For policies  issued subject to the  jurisdiction  of the
Virgin Islands,  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, 1997, have
been audited by Ernst & Young LLP, Independent  Auditors,  as set forth in their
report appearing  elsewhere herein,  and are included in reliance on such report
given upon the  authority of such firm as experts in  accounting  and  auditing.
There are no audited financial  statements for the separate account since it had
not commenced operations as of December 31, 1997.

Financial Statements

Financial Statements for Transamerica are included in this prospectus,  starting
on the next page.  Transamerica  Occidental Life Separate  Account VUL-1 had not
yet commenced  operations as of December 31, 1997, and, therefore,  no financial
statement is included for the separate  account.  The  financial  statements  of
Transamerica  should be  considered  only as bearing on our  ability to meet our
obligations  under the policy.  They should not be  considered as bearing on the
investment performance of the assets held in the separate account.

<PAGE>




A-5

A-1

                APPENDIX A - GUIDELINE MINIMUM SUM INSURED TABLE


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



                       Guideline Minimum Sum Insured Table

<TABLE>
<CAPTION>


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

</TABLE>






<PAGE>


                    APPENDIX B - OPTIONAL INSURANCE BENEFITS



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

WAIVER OF PAYMENT RIDER

         This rider provides that, during periods of total disability continuing
         more than four  months,  we will add to the Policy  Value 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>



                          APPENDIX C - PAYMENT OPTIONS

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

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

         SELECTION OF PAYMENT  OPTIONS - The amount applied under any one option
         for any one payee must be at least $5,000. The periodic payment for any
         one  payee  must be at least  $50.  Subject  to the  Policy  owner  and
         beneficiary provisions,  any option selection may be changed before the
         net  death  benefit  becomes  payable.  If you make no  selection,  the
         beneficiary  may select an option  when the net death  benefit  becomes
         payable.



<PAGE>


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

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

         Assumptions

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

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

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

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

         Deductions for Charges

         The  tables  reflect  deduction  of the  payment  expense  charge,  the
         administration  charge,  the mortality and expense risk charge, and the
         monthly insurance  protection  charge.  The amounts shown in the tables
         also  take  into  account  portfolio   management  fees  and  operating
         expenses,  which  averaged an annual rate of 0.85% of the average daily
         net assets of the portfolios.  This annual rate is based on the average
         of the  expense  ratios of each of the  portfolios  for the last fiscal
         year and takes into account current expense reimbursement arrangements.
         The fees and  expenses of each  portfolio  vary,  and in 1997 the total
         fees and expenses ranged from an annual rate of 0.70% to an annual rate
         of 1.15% of average  daily net  assets.  The fees and  expenses of your
         Policy may be more or less than 0.85% in the  aggregate,  depending  on
         how you make  allocations of Policy Value among the  sub-accounts.  For
         more information on portfolio expenses, see Portfolio Expenses table in
         this prospectus and the prospectuses for the portfolios.

         Net Annual Rates of Investment

         Applying  the  current   mortality   and  expense   risk  charge,   the
         administration  charge,  and the average portfolio  management fees and
         operating  expenses of 0.85% of average net  assets,  the gross  annual
         rates of  investment  return of 0%, 6% and 12% would produce net annual
         rates of -1.65%,  4.35% and 10.35%,  respectively,  during the first 10
         Policy years and -1.50%, 4.50% and 10.50%, respectively, after that.

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

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


<PAGE>
<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>
   1       $919        $0        $685      $100,000       $0        $730      $100,000       $0         $776      $100,000
   2      $1,883      $373      $1,359     $100,000      $508      $1,494     $100,000      $648       $1,634     $100,000
   3      $2,896     $1,147     $2,023     $100,000     $1,415     $2,291     $100,000     $1,706      $2,582     $100,000
   4      $3,960     $1,910     $2,677     $100,000     $2,358     $3,125     $100,000     $2,863      $3,630     $100,000
   5      $5,077     $2,652     $3,309     $100,000     $3,327     $3,984     $100,000     $4,118      $4,775     $100,000
   6      $6,249     $3,373     $3,921     $100,000     $4,322     $4,870     $100,000     $5,481      $6,029     $100,000
   7      $7,480     $4,086     $4,524     $100,000     $5,359     $5,797     $100,000     $6,978      $7,416     $100,000
   8      $8,773     $4,778     $5,106     $100,000     $6,425     $6,753     $100,000     $8,608      $8,936     $100,000
   9     $10,131     $5,450     $5,669     $100,000     $7,523     $7,742     $100,000     $10,387    $10,606     $100,000
  10     $11,556     $6,103     $6,212     $100,000     $8,656     $8,765     $100,000     $12,332    $12,441     $100,000
  11     $13,052     $6,742     $6,742     $100,000     $9,832     $9,832     $100,000     $14,474    $14,474     $100,000
  12     $14,624     $7,249     $7,249     $100,000     $10,934    $10,934    $100,000     $16,710    $16,710     $100,000
  13     $16,274     $7,733     $7,733     $100,000     $12,073    $12,073    $100,000     $19,171    $19,171     $100,000
  14     $18,006     $8,194     $8,194     $100,000     $13,248    $13,248    $100,000     $21,882    $21,882     $100,000
  15     $19,825     $8,630     $8,630     $100,000     $14,461    $14,461    $100,000     $24,868    $24,868     $100,000
  16     $21,735     $9,045     $9,045     $100,000     $15,718    $15,718    $100,000     $28,165    $28,165     $100,000
  17     $23,741     $9,432     $9,432     $100,000     $17,013    $17,013    $100,000     $31,800    $31,800     $100,000
  18     $25,847     $9,798     $9,798     $100,000     $18,355    $18,355    $100,000     $35,817    $35,817     $100,000
  19     $28,058     $10,142    $10,142    $100,000     $19,747    $19,747    $100,000     $40,259    $40,259     $100,000
  20     $30,379     $10,463    $10,463    $100,000     $21,188    $21,188    $100,000     $45,173    $45,173     $100,000
Age 60   $61,041     $11,967    $11,967    $100,000     $38,721    $38,721    $100,000    $133,576    $133,576    $178,992
Age 65   $82,982     $11,138    $11,138    $100,000     $50,170    $50,170    $100,000    $223,102    $223,102    $272,184
Age 70   $110,985    $8,801     $8,801     $100,000     $64,269    $64,269    $100,000    $369,031    $369,031    $428,076
Age 75   $146,725    $3,737     $3,737     $100,000     $82,139    $82,139    $100,000    $607,641    $607,641    $650,176
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Assumes a payment of $875  (approximately  90% of the  guideline  level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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


<PAGE>


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

                                                                                                           Male Non-Smoker Age 30
                                                                                                           Face Amount:  $100,000
                                                                                                                     Level Option
                      BASED ON GUARANTEED MONTHLY INSURANCE
     PROTECTION CHARGES (WITHOUT RIDERS), 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        $683      $100,000       $0        $729      $100,000        $0          $775     $100,000
    2       $1,883      $369      $1,355     $100,000      $504      $1,490     $100,000       $644        $1,630    $100,000
    3       $2,896     $1,140     $2,016     $100,000     $1,408     $2,284     $100,000      $1,698       $2,574    $100,000
    4       $3,960     $1,899     $2,666     $100,000     $2,346     $3,113     $100,000      $2,849       $3,616    $100,000
    5       $5,077     $2,637     $3,294     $100,000     $3,308     $3,965     $100,000      $4,097       $4,754    $100,000
    6       $6,249     $3,352     $3,900     $100,000     $4,296     $4,844     $100,000      $5,449       $5,997    $100,000
    7       $7,480     $4,058     $4,496     $100,000     $5,322     $5,760     $100,000      $6,932       $7,370    $100,000
    8       $8,773     $4,743     $5,071     $100,000     $6,378     $6,706     $100,000      $8,546       $8,874    $100,000
    9      $10,131     $5,406     $5,625     $100,000     $7,462     $7,681     $100,000      $10,304     $10,523    $100,000
   10      $11,556     $6,051     $6,160     $100,000     $8,580     $8,689     $100,000      $12,223     $12,332    $100,000
   11      $13,052     $6,664     $6,664     $100,000     $9,718     $9,718     $100,000      $14,308     $14,308    $100,000
   12      $14,624     $7,148     $7,148     $100,000     $10,782    $10,782    $100,000      $16,480     $16,480    $100,000
   13      $16,274     $7,603     $7,603     $100,000     $11,872    $11,872    $100,000      $18,858     $18,858    $100,000
   14      $18,006     $8,041     $8,041     $100,000     $13,000    $13,000    $100,000      $21,476     $21,476    $100,000
   15      $19,825     $8,450     $8,450     $100,000     $14,157    $14,157    $100,000      $24,349     $24,349    $100,000
   16      $21,735     $8,831     $8,831     $100,000     $15,346    $15,346    $100,000      $27,507     $27,507    $100,000
   17      $23,741     $9,185     $9,185     $100,000     $16,568    $16,568    $100,000      $30,979     $30,979    $100,000
   18      $25,847     $9,501     $9,501     $100,000     $17,816    $17,816    $100,000      $34,794     $34,794    $100,000
   19      $28,058     $9,792     $9,792     $100,000     $19,101    $19,101    $100,000      $38,998     $38,998    $100,000
   20      $30,379     $10,046    $10,046    $100,000     $20,416    $20,416    $100,000      $43,628     $43,628    $100,000
 Age 60    $61,041     $9,756     $9,756     $100,000     $35,299    $35,299    $100,000     $126,569     $126,569   $169,602
 Age 65    $82,982     $6,055     $6,055     $100,000     $43,222    $43,222    $100,000     $208,604     $208,604   $254,497
 Age 70    $110,985      $0         $0          $0        $50,593    $50,593    $100,000     $339,021     $339,021   $393,265
 Age 75    $146,725      $0         $0          $0        $56,137    $56,137    $100,000     $547,506     $547,506   $585,831
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Assumes a payment of $875  (approximately  90% of the  guideline  level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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


<PAGE>


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

                                                                                                           Male Non-Smoker Age 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      $3,174     $250,000       $0        $3,391    $250,000        $0        $3,608     $250,000
    2       $9,041      $1,904    $6,249     $250,000     $2,536      $6,881    $250,000      $3,195      $7,540     $250,000
    3       $13,903     $5,343    $9,205     $250,000     $6,593     $10,456    $250,000      $7,950      $11,813    $250,000
    4       $19,008     $8,679    $12,059    $250,000     $10,754    $14,134    $250,000     $13,098      $16,478    $250,000
    5       $24,368    $11,896    $14,794    $250,000     $15,005    $17,902    $250,000     $18,662      $21,560    $250,000
    6       $29,996    $14,993    $17,408    $250,000     $19,348    $21,763    $250,000     $24,688      $27,103    $250,000
    7       $35,906    $17,963    $19,893    $250,000     $23,782    $25,712    $250,000     $31,219      $33,149    $250,000
    8       $42,112    $20,789    $22,237    $250,000     $28,293    $29,741    $250,000     $38,297      $39,744    $250,000
    9       $48,627    $23,465    $24,430    $250,000     $32,880    $33,845    $250,000     $45,977      $46,942    $250,000
   10       $55,469    $25,974    $26,456    $250,000     $37,530    $38,013    $250,000     $54,317      $54,800    $250,000
   11       $62,652    $28,768    $28,768    $250,000     $42,707    $42,707    $250,000     $63,856      $63,856    $250,000
   12       $70,195    $30,968    $30,968    $250,000     $47,555    $47,555    $250,000     $73,841      $73,841    $250,000
   13       $78,114    $33,058    $33,058    $250,000     $52,567    $52,567    $250,000     $84,869      $84,869    $250,000
   14       $86,430    $35,040    $35,040    $250,000     $57,754    $57,754    $250,000     $97,064      $97,064    $250,000
   15       $95,161    $36,906    $36,906    $250,000     $63,123    $63,123    $250,000     $110,563    $110,563    $250,000
   16      $104,330    $38,653    $38,653    $250,000     $68,681    $68,681    $250,000     $125,522    $125,522    $250,000
   17      $113,956    $40,278    $40,278    $250,000     $74,440    $74,440    $250,000     $142,120    $142,120    $250,000
   18      $124,064    $41,772    $41,772    $250,000     $80,407    $80,407    $250,000     $160,557    $160,557    $250,000
   19      $134,677    $43,125    $43,125    $250,000     $86,591    $86,591    $250,000     $181,064    $181,064    $250,000
   20      $145,821    $44,330    $44,330    $250,000     $93,004    $93,004    $250,000     $203,906    $203,906    $250,000
 Age 60     $95,161    $36,906    $36,906    $250,000     $63,123    $63,123    $250,000     $110,563    $110,563    $250,000
 Age 65    $145,821    $44,330    $44,330    $250,000     $93,004    $93,004    $250,000     $203,906    $203,906    $250,000
 Age 70    $210,477    $48,162    $48,162    $250,000    $129,301    $129,301   $250,000     $359,437    $359,437    $416,947
 Age 75    $292,995    $46,159    $46,159    $250,000    $174,370    $174,370   $250,000     $613,726    $613,726    $656,686
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Assumes a payment of $4,200  (approximately  90% of the guideline level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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


<PAGE>


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

                                                                                                           Male Non-Smoker Age 45
                                                                                                           Face Amount:  $250,000
                                                                                                                     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        $3,169     $250,000      $0       $3,385    $250,000        $0        $3,602     $250,000
    2       $9,041      $1,888      $6,233     $250,000    $2,520     $6,865    $250,000      $3,178      $7,523     $250,000
    3       $13,903     $5,304      $9,167     $250,000    $6,552    $10,415    $250,000      $7,907      $11,769    $250,000
    4       $19,008     $8,622      $12,002    $250,000   $10,690    $14,070    $250,000     $13,026      $16,406    $250,000
    5       $24,368     $11,817     $14,714    $250,000   $14,911    $17,809    $250,000     $18,553      $21,450    $250,000
    6       $29,996     $14,864     $17,279    $250,000   $19,195    $21,610    $250,000     $24,505      $26,920    $250,000
    7       $35,906     $17,798     $19,728    $250,000   $23,577    $25,507    $250,000     $30,965      $32,895    $250,000
    8       $42,112     $20,590     $22,037    $250,000   $28,033    $29,481    $250,000     $37,958      $39,406    $250,000
    9       $48,627     $23,219     $24,184    $250,000   $32,547    $33,512    $250,000     $45,527      $46,492    $250,000
   10       $55,469     $25,664     $26,147    $250,000   $37,101    $37,583    $250,000     $53,718      $54,200    $250,000
   11       $62,652     $27,930     $27,930    $250,000   $41,701    $41,701    $250,000     $62,611      $62,611    $250,000
   12       $70,195     $29,511     $29,511    $250,000   $45,850    $45,850    $250,000     $71,791      $71,791    $250,000
   13       $78,114     $30,896     $30,896    $250,000   $50,037    $50,037    $250,000     $81,842      $81,842    $250,000
   14       $86,430     $32,063     $32,063    $250,000   $54,249    $54,249    $250,000     $92,861      $92,861    $250,000
   15       $95,161     $32,988     $32,988    $250,000   $58,472    $58,472    $250,000     $104,959    $104,959    $250,000
   16      $104,330     $33,652     $33,652    $250,000   $62,691    $62,691    $250,000     $118,272    $118,272    $250,000
   17      $113,956     $34,030     $34,030    $250,000   $66,895    $66,895    $250,000     $132,958    $132,958    $250,000
   18      $124,064     $34,101     $34,101    $250,000   $71,072    $71,072    $250,000     $149,206    $149,206    $250,000
   19      $134,677     $33,812     $33,812    $250,000   $75,190    $75,190    $250,000     $167,229    $167,229    $250,000
   20      $145,821     $33,088     $33,088    $250,000   $79,197    $79,197    $250,000     $187,279    $187,279    $250,000
 Age 60     $95,161     $32,988     $32,988    $250,000   $58,472    $58,472    $250,000     $104,959    $104,959    $250,000
 Age 65    $145,821     $33,088     $33,088    $250,000   $79,197    $79,197    $250,000     $187,279    $187,279    $250,000
 Age 70    $210,477     $21,739     $21,739    $250,000   $97,741    $97,741    $250,000     $325,916    $325,916    $378,062
 Age 75    $292,995       $0          $0          $0      $108,720   $108,720   $250,000     $547,906    $547,906    $586,259
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Assumes a payment of $4,200  (approximately  90% of the guideline level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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


<PAGE>


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

                                                                                                           Male Non-Smoker Age 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       $3,360     $1,783     $2,879     $102,879     $1,962      $3,058    $103,058      $2,142      $3,238     $103,238
    2       $6,888     $4,724     $5,710     $105,710     $5,264      $6,250    $106,250      $5,825      $6,811     $106,811
    3      $10,592     $7,618     $8,494     $108,494     $8,704      $9,580    $109,580      $9,878      $10,754    $110,754
    4      $14,482    $10,466    $11,233     $111,233     $12,288    $13,055    $113,055     $14,338      $15,105    $115,105
    5      $18,566    $13,257    $13,914     $113,914     $16,012    $16,669    $116,669     $19,237      $19,894    $119,894
    6      $22,854    $15,991    $16,539     $116,539     $19,879    $20,427    $120,427     $24,618      $25,166    $125,166
    7      $27,357    $18,683    $19,121     $119,121     $23,912    $24,350    $124,350     $30,545      $30,983    $130,983
    8      $32,085    $21,321    $21,649     $121,649     $28,102    $28,430    $128,430     $37,062      $37,390    $137,390
    9      $37,049    $23,903    $24,122     $124,122     $32,457    $32,676    $132,676     $44,228      $44,447    $144,447
   10      $42,262    $26,435    $26,544     $126,544     $36,985    $37,094    $137,094     $52,113      $52,222    $152,222
   11      $47,735    $28,952    $28,952     $128,952     $41,747    $41,747    $141,747     $60,866      $60,866    $160,866
   12      $53,482    $31,306    $31,306     $131,306     $46,591    $46,591    $146,591     $70,399      $70,399    $171,070
   13      $59,516    $33,608    $33,608     $133,608     $51,635    $51,635    $151,635     $80,903      $80,903    $190,931
   14      $65,851    $35,856    $35,856     $135,856     $56,887    $56,887    $156,887     $92,462      $92,462    $211,739
   15      $72,504    $38,050    $38,050     $138,050     $62,352    $62,352    $162,352     $105,183    $105,183    $233,507
   16      $79,489    $40,193    $40,193     $140,193     $68,047    $68,047    $168,047     $119,191    $119,191    $256,260
   17      $86,824    $42,279    $42,279     $142,279     $73,971    $73,971    $173,971     $134,601    $134,601    $281,316
   18      $94,525    $44,315    $44,315     $144,315     $80,142    $80,142    $180,142     $151,567    $151,567    $307,681
   19      $102,611   $46,301    $46,301     $146,301     $86,571    $86,571    $186,571     $170,250    $170,250    $335,392
   20      $111,102   $48,235    $48,235     $148,235     $93,267    $93,267    $193,267     $190,824    $190,824    $364,473
 Age 60    $223,235   $64,346    $64,346     $164,346    $177,171    $177,171   $277,171     $556,525    $556,525    $745,743
 Age 65    $303,476   $69,826    $69,826     $169,826    $233,130    $233,130   $333,130     $926,627    $926,627   $1,130,485
 Age 70    $405,887   $73,236    $73,236     $173,236    $300,924    $300,924   $400,924    $1,529,911  $1,529,911  $1,774,697
 Age 75    $536,593   $73,524    $73,524     $173,524    $382,147    $382,147   $482,147    $2,516,345  $2,516,345  $2,692,489
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Assumes a payment of $3,200  (approximately  90% of the guideline level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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


<PAGE>


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

                                                                                                           Male Non-Smoker Age 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       $3,360     $1,778     $2,874     $102,874     $1,958      $3,054    $103,054      $2,138      $3,234     $103,234
    2       $6,888     $4,711     $5,697     $105,697     $5,250      $6,236    $106,236      $5,811      $6,797     $106,797
    3       $10,592    $7,592     $8,468     $108,468     $8,675      $9,551    $109,551      $9,848      $10,724    $110,724
    4       $14,482    $10,423   $11,190     $111,190     $12,239    $13,006    $113,006     $14,284      $15,051    $115,051
    5       $18,566    $13,194   $13,851     $113,851     $15,937    $16,594    $116,594     $19,150      $19,807    $119,807
    6       $22,854    $15,904   $16,452     $116,452     $19,772    $20,320    $120,320     $24,487      $25,035    $125,035
    7       $27,357    $18,568   $19,006     $119,006     $23,765    $24,203    $124,203     $30,359      $30,797    $130,797
    8       $32,085    $21,174   $21,502     $121,502     $27,909    $28,237    $128,237     $36,806      $37,134    $137,134
    9       $37,049    $23,723   $23,942     $123,942     $32,208    $32,427    $132,427     $43,886      $44,105    $144,105
   10       $42,262    $26,216   $26,325     $126,325     $36,672    $36,781    $136,781     $51,665      $51,774    $151,774
   11       $47,735    $28,643   $28,643     $128,643     $41,294    $41,294    $141,294     $60,200      $60,200    $160,200
   12       $53,482    $30,906   $30,906     $130,906     $45,984    $45,984    $145,984     $69,472      $69,472    $169,472
   13       $59,516    $33,105   $33,105     $133,105     $50,847    $50,847    $150,847     $79,657      $79,657    $187,990
   14       $65,851    $35,253   $35,253     $135,253     $55,901    $55,901    $155,901     $90,843      $90,843    $208,030
   15       $72,504    $37,338   $37,338     $137,338     $61,143    $61,143    $161,143     $103,116    $103,116    $228,918
   16       $79,489    $39,361   $39,361     $139,361     $66,581    $66,581    $166,581     $116,584    $116,584    $250,656
   17       $86,824    $41,325   $41,325     $141,325     $72,222    $72,222    $172,222     $131,362    $131,362    $274,546
   18       $94,525    $43,218   $43,218     $143,218     $78,064    $78,064    $178,064     $147,561    $147,561    $299,549
   19      $102,611    $45,052   $45,052     $145,052     $84,126    $84,126    $184,126     $165,342    $165,342    $325,723
   20      $111,102    $46,818   $46,818     $146,818     $90,407    $90,407    $190,407     $184,844    $184,844    $353,051
 Age 60    $223,235    $60,500   $60,500     $160,500    $168,183    $168,183   $268,183     $528,972    $528,972    $708,823
 Age 65    $303,476    $62,725   $62,725     $162,725    $216,873    $216,873   $316,873     $868,887    $868,887   $1,060,042
 Age 70    $405,887    $59,635   $59,635     $159,635    $271,202    $271,202   $371,202    $1,409,255  $1,409,255  $1,634,735
 Age 75    $536,593    $48,163   $48,163     $148,163    $328,514    $328,514   $428,514    $2,273,080  $2,273,080  $2,432,196
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Assumes a payment of $3,200  (approximately  90% of the guideline level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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


<PAGE>


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

                                                                                                           Male Non-Smoker Age 45
                                                                                                           Face Amount:  $250,000
                                                                                                                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       $15,540     $8,341    $13,171     $263,171     $9,167    $13,997    $263,997     $9,994       $14,824     $264,824
   2       $31,857    $21,720    $26,065     $276,065    $24,197    $28,542    $278,542     $26,774      $31,119     $281,119
   3       $48,990    $34,803    $38,665     $288,665    $39,773    $43,635    $293,635     $45,151      $49,014     $299,014
   4       $66,979    $47,610    $50,990     $300,990    $55,936    $59,316    $309,316     $65,309      $68,689     $318,689
   5       $85,868    $60,125    $63,022     $313,022    $72,689    $75,586    $325,586     $87,408      $90,305     $340,305
   6      $105,702    $72,347    $74,762     $324,762    $90,052    $92,467    $342,467    $111,644     $114,059     $364,059
   7      $126,527    $84,271    $86,201     $336,201    $108,042   $109,972   $359,972    $138,228     $140,158     $390,158
   8      $148,393    $95,879    $97,327     $347,327    $126,662   $128,110   $378,110    $167,377     $168,825     $418,825
   9      $171,353    $107,165   $108,130    $358,130    $145,928   $146,893   $396,893    $199,346     $200,311     $450,311
   10     $195,460    $118,111   $118,593    $368,593    $165,844   $166,326   $416,326    $234,401     $234,884     $484,884
   11     $220,773    $129,376   $129,376    $379,376    $187,179   $187,179   $437,179    $273,721     $273,721     $523,721
   12     $247,352    $139,894   $139,894    $389,894    $208,862   $208,862   $458,862    $316,525     $316,525     $566,525
   13     $275,260    $150,150   $150,150    $400,150    $231,415   $231,415   $481,415    $363,714     $363,714     $613,714
   14     $304,563    $160,146   $160,146    $410,146    $254,872   $254,872   $504,872    $415,743     $415,743     $665,743
   15     $335,331    $169,875   $169,875    $419,875    $279,264   $279,264   $529,264    $473,112     $473,112     $723,112
   16     $367,637    $179,334   $179,334    $429,334    $304,626   $304,626   $554,626    $536,373     $536,373     $786,373
   17     $401,559    $188,519   $188,519    $438,519    $330,993   $330,993   $580,993    $606,135     $606,135     $856,135
   18     $437,177    $197,422   $197,422    $447,422    $358,396   $358,396   $608,396    $683,068     $683,068     $933,068
   19     $474,576    $206,032   $206,032    $456,032    $386,869   $386,869   $636,869    $767,909     $767,909    $1,017,909
   20     $513,845    $214,341   $214,341    $464,341    $416,445   $416,445   $666,445    $861,476     $861,476    $1,111,476
 Age 60   $335,331    $169,875   $169,875    $419,875    $279,264   $279,264   $529,264    $473,112     $473,112     $723,112
 Age 65   $513,845    $214,341   $214,341    $464,341    $416,445   $416,445   $666,445    $861,476     $861,476    $1,111,476
 Age 70   $741,679    $251,474   $251,474    $501,474    $582,642   $582,642   $832,642   $1,495,776   $1,495,776   $1,745,776
 Age 75  $1,032,460   $278,862   $278,862    $528,862    $781,760   $781,760  $1,031,760  $2,531,682   $2,531,682   $2,781,682
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 (1)     Assumes a payment of $14,800  (approximately 90% of the guideline level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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


<PAGE>


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

                                                                                                           Male Non-Smoker Age 45
                                                                                                           Face Amount:  $250,000
                                                                                                                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       $15,540     $8,320    $13,150     $263,150     $9,146     $13,976    $263,976      $9,973      $14,803    $264,803
   2       $31,857     $21,659   $26,004     $276,004     $24,134    $28,479    $278,479     $26,708      $31,053    $281,053
   3       $48,990     $34,675   $38,538     $288,538     $39,635    $43,498    $293,498     $45,003      $48,865    $298,865
   4       $66,979     $47,406   $50,786     $300,786     $55,706    $59,086    $309,086     $65,051      $68,431    $318,431
   5       $85,868     $59,828   $62,725     $312,725     $72,340    $75,237    $325,237     $87,001      $89,898    $339,898
   6       $105,702    $71,915   $74,330     $324,330     $89,529    $91,944    $341,944     $111,013    $113,428    $363,428
   7       $126,527    $83,708   $85,638     $335,638    $107,331    $109,261   $359,261     $137,333    $139,263    $389,263
   8       $148,393    $95,175   $96,623     $346,623    $125,735    $127,182   $377,182     $166,159    $167,607    $417,607
   9       $171,353   $106,296   $107,261    $357,261    $144,738    $145,703   $395,703     $197,718    $198,683    $448,683
   10      $195,460   $117,048   $117,530    $367,530    $164,334    $164,817   $414,817     $232,257    $232,740    $482,740
   11      $220,773   $127,436   $127,436    $377,436    $184,550    $184,550   $434,550     $270,080    $270,080    $520,080
   12      $247,352   $136,955   $136,955    $386,955    $204,897    $204,897   $454,897     $311,008    $311,008    $561,008
   13      $275,260   $146,096   $146,096    $396,096    $225,883    $225,883   $475,883     $355,889    $355,889    $605,889
   14      $304,563   $154,834   $154,834    $404,834    $247,506    $247,506   $497,506     $405,095    $405,095    $655,095
   15      $335,331   $163,147   $163,147    $413,147    $269,761    $269,761   $519,761     $459,035    $459,035    $709,035
   16      $367,637   $171,014   $171,014    $421,014    $292,644    $292,644   $542,644     $518,161    $518,161    $768,161
   17      $401,559   $178,412   $178,412    $428,412    $316,150    $316,150   $566,150     $582,969    $582,969    $832,969
   18      $437,177   $185,321   $185,321    $435,321    $340,276    $340,276   $590,276     $654,009    $654,009    $904,009
   19      $474,576   $191,689   $191,689    $441,689    $364,985    $364,985   $614,985     $731,851    $731,851    $981,851
   20      $513,845   $197,438   $197,438    $447,438    $390,211    $390,211   $640,211     $817,096    $817,096   $1,067,096
 Age 60    $335,331   $163,147   $163,147    $413,147    $269,761    $269,761   $519,761     $459,035    $459,035    $709,035
 Age 65    $513,845   $197,438   $197,438    $447,438    $390,211    $390,211   $640,211     $817,096    $817,096   $1,067,096
 Age 70    $741,679   $217,530   $217,530    $467,530    $527,132    $527,132   $777,132    $1,391,420  $1,391,420  $1,641,420
 Age 75   $1,032,460  $214,446   $214,446    $464,446    $671,768    $671,768   $921,768    $2,302,768  $2,302,768  $2,552,768
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Assumes a payment of $14,800  (approximately 90% of the guideline level
         premium) is made at the  beginning of each Policy Year.  Values will be
         different  if  payments  are  made  with a  different  frequency  or in
         different amounts.

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

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



<PAGE>


                     APPENDIX E - MAXIMUM SURRENDER CHARGES


We  compute  surrender  charges on the Policy by using a rate per $1,000 of face
amount of insurance.  The rate which applies to a Policy is based on whether the
insured is male or female  (male  rates are used if the  Policy is issued  using
unisex  rates);  the insured's  age at the start of the surrender  charge period
(date of issue for the initial face amount or effective  date of increase for an
increase in face  amount);  and the number of years during  which the  surrender
charges have been effective.

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

During the period that surrender  charges apply,  the rate decreases each Policy
year on the Policy  anniversary  for the initial  face amount and on each twelve
month  anniversary of the effective date of the face increase  amount.  The rate
established  on the Policy  anniversary or twelve month  anniversary  for a face
increase amount applies during that year.

The maximum surrender charge rate is the rate in the first year of the surrender
charge period.  These rates are listed on the next page.  Male rates are used if
unisex rates apply on the Policy.

The maximum  amount of the surrender  charges is calculated by  multiplying  the
appropriate  rate from the  table by the face  amount of  insurance  divided  by
$1,000. For example,  if the Insured is a male, age 45 at issue, and the initial
face amount of the Policy is $200,000,  the maximum  surrender charges amount is
determined as follows:

         1. Find 45 under the column Insured's Age.
         2. Find the rate per $1,000 for age 45 under the column  Male Rates ($)
         -- $19.32.  3. Divide the face amount by $1,000 -- $200,000  divided by
         $1,000  equals  200.  4.  Multiply  the rate in item 2 by the result in
         number 3 -- $19.32 times 200 equals $3,864.

The  amount  of  the  surrender  charges  decreases  each  year  on  the  Policy
anniversary (or twelve month  anniversary for a face increase amount) as long as
the face amount of insurance does not change.  For the example shown above,  for
instance,  the  surrender  charges rate in the fifth Policy year is $11.59.  The
surrender  charges amount in the fifth year on a $200,000 face amount is $2,318.
The  surrender  charges  rate in the tenth Policy year is $1.93.  The  surrender
charges amount in the tenth year on a $200,000 face amount is $386.



<PAGE>


                         Maximum Surrender Charge Rates

Insured's Age  Male Rates ($Female Rates (Insured's Age Male Rates $Female Rates

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


<PAGE>
APPENDIX F- SPECIAL TERMS

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

     Attained Age: the insured's age as of the insured's birthday closest to the
     start of the  policy  year of  determination.  Attained  age is used in the
     calculation of the guideline minimum sum insured.

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

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

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

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

     Face Amount:  the amount of  insurance  coverage  issued.  The initial face
     amount is shown in your policy.

Final Payment Date: the policy anniversary nearest the insured's 100th birthday.
No payments may be made by you after this date. No monthly insurance  protection
charges will be deducted from the policy value after this date.  Generally,  the
net death  benefit after this date will equal 101% of the policy value minus any
outstanding  loan,  except as  otherwise  provided  under the  guaranteed  death
benefit rider.

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

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

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

      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
     policy value each month to pay for the insurance  protection amount and any
     riders.

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

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

      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 Anniversary:  annual anniversary of the date of issue.

     Policy Change: any change in the face amount, the addition or deletion of a
     rider,  or a change in death  benefit  option,  either the level  option or
     adjustable option.

     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, and
     us refer to Transamerica in this prospectus.

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

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

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

      Each day the New York Stock Exchange is open for trading

      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.

     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>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission