SEP ACCT VUL 1 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO
485BPOS, 2000-04-26
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       As filed with the Securities and Exchange Commission on April 26, 2000
                    Registration No. 333-37883 No. 811-08439


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                         Post-Effective Amendment No. 5

                                    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




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


     It is proposed that this filing will become effective:
|_|immediately upon filing  pursuant to paragraph  (b)
|X|on May 1, 2000  pursuant to paragraph  (b)
|_|60 days  after  filing  pursuant  to  paragraph  (a)(1)
|_| on  pursuant  to paragraph (a)(1)



<PAGE>

<TABLE>
<CAPTION>

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

Item No. of
Form N-8B-2                                          Caption in Prospectus

<S>                                                         <C>
1...........................................................  Cover Page
2...........................................................  Cover Page
3...........................................................  Not Applicable
4...........................................................  Distribution
5...........................................................  Description of TRANSAMERICA; The Separate Account
6...........................................................  The Separate Account
7...........................................................  Not Applicable
8...........................................................  Not Applicable
9...........................................................  Legal Proceedings
10..........................................................  Summary; Description of Transamerica, The Separate
                                                              Account, The Portfolios; The Policy; Policy
                                                              Termination and Reinstatement; Other Policy
                                                              Provisions
11..........................................................  Summary; Investment Objectives and Policies
12                                                                     Summary;
13..........................................................  Summary;   Charges and Deductions
14..........................................................  Summary; Application for a Policy
15..........................................................  Summary; Application for a Policy;
                                                              Payments; Allocation of Net Payments
16..........................................................  The Separate Account; Payments; Allocation of Net
                                                              Payments
17..........................................................  Summary; Surrender; Partial Withdrawal;
                                                              Charges and Deductions; Policy
Termination and Reinstatement
18..........................................................  The Separate Account; Payments
19..........................................................  Reports; Voting Rights
20..........................................................  Not Applicable
21..........................................................  Summary; Policy Loans; Other Policy
                                                              Provisions
22..........................................................  Other Policy Provisions
23..........................................................  Not Required
24..........................................................  Other Policy Provisions
25..........................................................  Description of TRANSAMERICA
26..........................................................  Not Applicable
27..........................................................  Description of TRANSAMERICA
28..........................................................  Directors and Principal Officers of Transamerica
29..........................................................  Description of TRANSAMERICA
30..........................................................  Not Applicable
31..........................................................  Not Applicable
32..........................................................  Not Applicable
33..........................................................  Not Applicable
34..........................................................  Not Applicable
35..........................................................  Distribution
36..........................................................  Not Applicable
37..........................................................  Not Applicable
38..........................................................  Summary; Distribution
39..........................................................  Summary; Distribution
40..........................................................  Not Applicable
41..........................................................  Description of TRANSAMERICA, Distribution
42..........................................................  Not Applicable
43..........................................................  Not Applicable
44..........................................................  Payments; Policy Value and Cash
                                                              Surrender Value
45..........................................................  Not Applicable
46..........................................................  Policy Value; Surrender;
                                                              Federal Tax Considerations
47..........................................................  Description of TRANSAMERICA
48..........................................................  Not Applicable
49..........................................................  Not Applicable
50..........................................................  The Separate Account
51..........................................................  Cover Page; Summary; Charges and
                                                              Deductions; The Policy; Policy Termination  and
Reinstatement;  Other Policy Provisions
52..........................................................  Addition, Deletion or Substitution of
                                                              Investments
53..........................................................  Federal Tax Considerations
54..........................................................  Not Applicable
55..........................................................  Not Applicable
56..........................................................  Not Applicable
57..........................................................  Not Applicable
58..........................................................  Not Applicable
59..........................................................  Not Applicable

</TABLE>

<PAGE>
                                 PROSPECTUS FOR

                             TRANSAMERICA TRIBUTE(R)
                        VARIABLE UNIVERSAL LIFE INSURANCE
          AN INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICY

                                    ISSUED BY

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

              OFFERING 19 SUB-ACCOUNTS UNDER SEPARATE ACCOUNT VUL-1

                         IN ADDITION TO A FIXED ACCOUNT


                                PORTFOLIO OPTIONS


<TABLE>
<CAPTION>
<S>  <C>                                               <C>
       ALGER AMERICAN INCOME & GROWTH                   MS UIF EMERGING MARKETS EQUITY
       ALLIANCE VP GROWTH AND INCOME                    MS UIF FIXED INCOME
       ALLIANCE VP PREMIER GROWTH                       MS UIF HIGH YIELD
       DREYFUS VIF APPRECIATION                         MS UIF INTERNATIONAL MAGNUM
       DREYFUS VIF SMALL CAP                            OCC ACCUMULATION TRUST MANAGED
       JANUS ASPEN SERIES BALANCED                      OCC ACCUMULATION TRUST SMALL CAP
       JANUS ASPEN SERIES WORLDWIDE GROWTH              PIMCO VIT STOCKSPLUS GROWTH AND INCOME
       MFS VIT EMERGING GROWTH                          TRANSAMERICA VIF GROWTH
       MFS VIT GROWTH WITH INCOME                       TRANSAMERICA VIF MONEY MARKET
       MFS VIT RESEARCH


</TABLE>


PLEASE READ AND RETAIN THIS PROSPECTUS.
IT CONTAINS INFORMATION YOU SHOULD KNOW
BEFORE INVESTING.

NEITHER THE SEC NOR THE STATE SECURITIES
COMMISSIONS HAVE APPROVED THIS INVESTMENT OFFERING
OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE SEC'S WEB SITE IS HTTP://WWW.SEC.GOV

TRANSAMERICA'S WEB SITE IS HTTP://WWW.TRANSAMERICA.COM


YOU  BEAR  THE  ENTIRE   INVESTMENT  RISK  FOR  ALL  ASSETS  YOU  PLACE  IN  THE
SUB-ACCOUNTS.  ADDITIONALLY,  PLEASE  ANALYZE ANY CURRENT  POLICIES  YOU MAY OWN
BEFORE  INVESTING  IN THIS  POLICY.  IT MAY NOT BE TO YOUR  ADVANTAGE TO REPLACE
EXISTING INSURANCE WITH THIS POLICY.

TRANSAMERICA HAS ESTABLISHED ADEQUATE SAFEGUARDS FOR MONITORING WHETHER A POLICY
MAY BECOME A MODIFIED ENDOWMENT CONTRACT FOR FEDERAL INCOME TAX PURPOSES.





                                                MAY 1, 2000


<TABLE>
<CAPTION>


                                            TABLE OF CONTENTS

SUMMARY    4
DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT
<S>                                                                                                      <C>
         AND THE PORTFOLIOS...............................................................................16
THE POLICY................................................................................................17

         Application for a Policy.........................................................................18
         Term Life Insurance Conversions..................................................................18
         Free Look Period.................................................................................18
         Conversion Privilege.............................................................................19
         Payments.........................................................................................19
         Allocation of Net Payments.......................................................................20
         Transfer Privilege...............................................................................20
         Dollar Cost Averaging............................................................................21
         Automatic Account Rebalancing....................................................................21
         Death Benefit....................................................................................22
         Level Option and Adjustable Option...............................................................22
         Change to Level or Adjustable Option.............................................................24
         Change in Face Amount............................................................................24
         Option to Accelerate Death Benefits (Living Benefits Rider) .....................................25
         Policy Value.....................................................................................26
         Maturity Benefits................................................................................27
         Payment Options..................................................................................27
         Optional Insurance Benefits......................................................................27
         Surrender........................................................................................27
         Partial Withdrawal...............................................................................28
         Paid-Up Insurance Option.........................................................................28
CHARGES AND DEDUCTIONS....................................................................................28
         Payment Expense Charge...........................................................................29
         Monthly Insurance Protection Charge..............................................................29
         Charges Against or Reflected in the Asset
            of the Separate Account.......................................................................31
         Surrender Charges................................................................................31
         Partial Withdrawal Costs.........................................................................32
         Transfer Charges.................................................................................33
         Charge for Change in Face Amount.................................................................33
         Other Administrative Charges.....................................................................33
POLICY LOANS..............................................................................................33
         Preferred Loan Option............................................................................34
         Loan Interest Charged............................................................................34
         Repayment of Outstanding Loan....................................................................34
         Effect of Policy Loans...........................................................................34
POLICY TERMINATION AND REINSTATEMENT......................................................................35
         Termination......................................................................................35
         Reinstatement....................................................................................35
OTHER POLICY PROVISIONS...................................................................................36
         Policy Owner ....................................................................................36
         Beneficiary......................................................................................36
         Assignment.......................................................................................36
         Limit on Right to Challenge Policy...............................................................37
         Suicide..........................................................................................37
         Misstatement of Age or Sex.......................................................................37
         Delay of Payments................................................................................37
FEDERAL TAX CONSIDERATIONS................................................................................38

         Transamerica Occidental Life Insurance Company and

            The Separate Account..........................................................................38
         Taxation of the Policies.........................................................................38
         Withholding......................................................................................38
         Policy Loans.....................................................................................39
         Interest Disallowance............................................................................39
         Modified Endowment Contracts.....................................................................39
         Distributions Under Modified Endowment Contracts.................................................39
VOTING RIGHTS.............................................................................................40
DIRECTORS AND PRINCIPAL OFFICERS OF
         TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY...................................................41
DISTRIBUTION..............................................................................................42

REPORTS  42

PERFORMANCE INFORMATION...................................................................................43
LEGAL PROCEEDINGS.........................................................................................47
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.........................................................47
FURTHER INFORMATION.......................................................................................48
MORE INFORMATION ABOUT THE FIXED ACCOUNT..................................................................48
         General Description..............................................................................48
         Fixed Account Interest...........................................................................48
         Transfers, Surrenders, Partial Withdrawals and Policy Loans......................................48

INDEPENDENT AUDITORS......................................................................................49
FINANCIAL STATEMENTS......................................................................................49
APPENDIX A - GUIDELINE MINIMUM SUM INSURED TABLE..........................................................A-1
APPENDIX B - OPTIONAL INSURANCE BENEFITS..................................................................B-1
APPENDIX C - PAYMENT OPTIONS..............................................................................C-1
APPENDIX D - ILLUSTRATIONS OF DEATH BENEFIT,
         POLICY VALUES AND ACCUMULATED PAYMENTS...........................................................D-1
APPENDIX E - MAXIMUM SURRENDER CHARGES....................................................................E-1
APPENDIX F- SPECIAL TERMS.................................................................................F-1

</TABLE>


<PAGE>




6

7SUMMARY


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 Transamerica Tribute(R) policy provides insurance protection for the
named  beneficiary  and  is  part  of the  Transamerica  Series(R)  of  variable
insurance products.  We do not claim that the policy is similar or comparable to
a  systematic  investment  plan of a mutual  fund.  The policy and its  attached
application are the entire agreement between you and Transamerica.


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

WHAT IS THE POLICY'S OBJECTIVE?

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

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

o        payment options that can guarantee an income for life;

o        a personalized investment portfolio;

o        experienced professional investment advisers; and

o        tax deferral on earnings.

While the policy is in force, it will provide:

o        life insurance coverage on the insured;

o        policy value;

o        surrender rights and partial withdrawal rights;

o        loan privileges; and

o        optional insurance benefits available by rider.


The policy combines features and benefits of traditional life insurance with the
advantages  of  professional  money  management.  Unlike the fixed  benefits  of
ordinary  life  insurance,  the policy  value and the  adjustable  option  death
benefit  will  increase  or  decrease  depending  on  investment  results of the
portfolios. Also, unlike traditional insurance policies, the policy has no fixed
schedule for payments.  Within  limits,  you may make payments of any amount and
frequency.  While you may establish a schedule of 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 19 and POLICY TERMINATION AND REINSTATEMENT on page 35.


WHO ARE THE KEY PERSONS UNDER THE POLICY?

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

WHAT HAPPENS WHEN THE INSURED DIES?

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

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

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

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

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

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

(b)      the guideline minimum sum insured.

The net death benefit is the death benefit less:

o        any outstanding loan;

o        any due and unpaid partial withdrawals;

o        any due and unpaid partial withdrawal charges; and

o        any monthly insurance protection charges due.

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

o        any outstanding loan;

o        any due and unpaid partial withdrawals; and

o        any due and unpaid partial withdrawal charges.


The  beneficiary  may  receive  the net death  benefit  in a lump sum or under a
payment option we offer.  Under certain  conditions,  a portion of the net death
benefit may be paid to you prior to the  insured's  death as provided  under the
Option to Accelerate Death Benefits  (Living Benefits Rider).  See Death Benefit
on page 22.


CAN I EXAMINE THE POLICY?

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

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

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

In some  states,  the 45-day  period  noted  above does not apply,  and only the
10-day or longer provision applies. This right to examine and cancel your policy
is often referred to as the free look right.

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

If your policy does not  provide  for a full refund and you  exercise  your free
look right, you will receive:

o        amounts allocated to the fixed account; PLUS

o        the current value in the separate account; PLUS

o        all fees, charges and tax deductions which have been imposed.

After an increase  in face  amount,  a right to examine and cancel the  increase
also applies. See Free Look Period on page 18.

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.  Nineteen portfolios from
nine mutual funds,  each fund having its own  adviser(s),  offer a wide range of
investment objectives. The available sub-accounts are:


Alger  American  Income & Growth  Alliance  VP* Growth and Income  Alliance  VP*
Premier  Growth  Dreyfus  VIF  Appreciation*  Dreyfus  VIF Small Cap Janus Aspen
Series Balanced Janus Aspen Series  Worldwide Growth MFS VIT Emerging Growth MFS
VIT Growth With Income MFS VIT Research MS UIF Emerging  Markets  Equity* MS UIF
Fixed Income* MS UIF High Yield* MS UIF  International  Magnum* OCC Accumulation
Trust Managed OCC Accumulation  Trust Small Cap PIMCO VIT StocksPLUS  Growth and
Income Transamerica VIF Growth Transamerica VIF Money Market


*Several  funds have changed their names,  These name changes have no reflection
on  the  investment  policies,  strategies,  management  or any  other  material
function  of the  funds.  The  Alliance  VP Growth and  Income  sub-account  was
formerly know as the Alliance VPF Growth and Income sub-account. The Alliance VP
Premier Growth sub-account was formerly known as the Alliance VPF Premier Growth
sub-account.  The Dreyfus VIF Appreciation sub-account was formerly known as the
Dreyfus VIF Capital Appreciation sub-account. The MS UIF Emerging Markets Equity
sub-account  was  formerly  known  as  the  MSDW  UF  Emerging   Markets  Equity
sub-account.  The MS UIF Fixed Income sub-account was formerly known as the MSDW
UF Fixed  Income  sub-account.  The MS UIF High Yield  sub-account  was formerly
known as the MSDW UF High Yield  sub-account.  The MS UIF  International  Magnum
sub-account was formerly known as the MSDW UF International Magnum sub-account.


All sub-accounts may not be available in all jurisdictions.

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
48.

INVESTMENT OBJECTIVES AND POLICIES, AND INVESTMENT ADVISERS


The  sub-accounts  invest in a variety of  portfolios.  A summary of  investment
objectives of the  portfolios is set forth below.  BEFORE  INVESTING,  CAREFULLY
READ  THE  PROSPECTUSES  OF  THE  PORTFOLIOS  THAT  ACCOMPANY  THIS  PROSPECTUS.
Statements  of  Additional  Information  for the  portfolios  are  available  on
request.  There is no guarantee that the investment objectives of the portfolios
will be achieved.  The policy value may be less than the aggregate payments made
to the policy.


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

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

o    costs to register and qualify the  portfolio's  shares under the Securities
     Act of 1933, or 1933 Act.

o        other fees payable to the SEC.

o        independent public accountant, legal and custodian fees.

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

o    fees and  expenses  of the board  members who are not  affiliated  with the
     advisers.

THE MANAGEMENT  FEES LISTED BELOW ARE FEES SPECIFIED IN THE APPLICABLE  ADVISORY
CONTRACT  BEFORE ANY FEE  WAIVERS.  THE  PORTFOLIOS'  PROSPECTUSES  CONTAIN MORE
DETAILED  INFORMATION ON THE PORTFOLIO'S  INVESTMENT  OBJECTIVES,  RESTRICTIONS,
RISKS, EXPENSES AND ADVISERS.

THE INCOME & GROWTH  PORTFOLIO OF THE ALGER  AMERICAN FUND seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio. The portfolio invests in dividend paying equity securities,  such
as common or preferred stocks,  preferably those which the Manager believes also
offer opportunities for capital appreciation.

Manager: 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,
this  portfolio  may  invest  in  other  types  of  securities,  such as  bonds,
convertible  bonds,  preferred  stock  and  convertible  preferred  stocks.  The
portfolio  managers will purchase and sell portfolio  securities at times and in
amounts as  management  deems  advisable in light of market,  economic and other
conditions.

Adviser: Alliance Capital Management L.P.
Management Fee: 0.63%.

THE PREMIER GROWTH PORTFOLIO OF THE ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
seeks growth of capital by pursuing aggressive  investment policies.  Since this
portfolio's  investments  will be made based upon their  potential  for  capital
appreciation, current income will not be a high priority for this portfolio. The
portfolio  will  invest  mainly in  equity  securities,  such as common  stocks,
securities  convertible  into common stocks and rights and warrants to subscribe
for or purchase common stocks. Equity investments will be in a limited number of
large,  carefully  selected,  high-quality  U.S.  companies.  In  the  Adviser's
judgement,  the  companies  chosen  will be those  that are  likely  to  achieve
superior earnings growth.  Approximately 25 companies believed by the Adviser to
show  superior  potential  for  capital  appreciation  will  usually  constitute
approximately  70% of the  portfolio's net assets at any one time. 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.  Under
normal  circumstances the portfolio will invest at least 85% of the value of its
total assets in the equity securities of U.S. companies.


Adviser: Alliance Capital Management L.P.
Management Fee: 1.00%.


THE  APPRECIATION  PORTFOLIO  OF THE  DREYFUS  VARIABLE  INVESTMENT  FUND  seeks
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary  goal.  To pursue these goals,  the  portfolio  invests in
common stocks focusing on "blue chip" companies with total market values of more
than $5 billion at the time or purchase.


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.  To pursue this goal,  the portfolio  generally
invests  at least 65% of its  assets in the  common  stock of U.S.  and  foreign
companies. The portfolio focuses on small-cap companies with total market values
of less than $1.5 billion.


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 current  income.  Normally,  this
diversified  portfolio  invests  40-60%  of its  assets in  securities  selected
primarily for their growth potential. The balance of its holdings is invested in
securities  selected  primarily  for their  capacity  to generate  income.  Such
holdings  are likely to consist of bonds and  preferred  stocks.  Typically,  at
least 25% of this portfolio is made up of fixed-income securities.

Adviser: Janus Capital Corporation.
Management Fee: 0.65%.

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 origin 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: 0.65%.

THE EMERGING  GROWTH SERIES OF THE MFS VARIABLE  INSURANCE TRUST seeks long-term
growth of capital.  The series may invest up to 25% of its net assets in foreign
securities, including emerging market securities. Emerging markets are generally
defined as countries  in the initial  stages of their  industrialization  cycles
with low per capita income.


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


THE  GROWTH  WITH  INCOME  SERIES  OF THE MFS  VARIABLE  INSURANCE  TRUST  seeks
long-term  growth of capital and future  income  while  providing  more  current
dividend  income than is  normally  obtainable  from a portfolio  of only growth
stocks. The series invests, under normal market conditions,  at least 65% of its
total assets in common stock and related  securities,  such as preferred stocks,
convertible securities and depositary receipts for those securities.  The series
will also seek to provide income equal to approximated 90% of the dividend yield
on the  Standard  & Poor's  500  Composite  Index.  While the fund may invest in
companies  of any size,  the fund  generally  focuses on  companies  with larger
market capitalizations that the series' adviser believes have sustainable growth
prospects and attractive  valuations  based on current and expected  earnings or
cash flow. The series may invest in foreign securities through which it may have
exposure to foreign currencies.


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  series  invests,   under  normal  market
conditions,  at least 80% of its  total  assets in  common  stocks  and  related
securities,  such as preferred  stocks,  convertible  securities  and depositary
receipts. The series focuses on companies that the series' adviser believes have
favorable prospects for long-term growth, attractive valuations based on current
and  expected  earnings  or cash  flow,  dominant  or growing  market  share and
superior  management.  The  series  may  invest  in  foreign  equity  securities
(including  emerging  market  securities)  through which it may have exposure to
foreign currencies.


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


MORGAN STANLEY UNIVERSAL  INSTITUTIONAL  FUNDS EMERGING MARKETS EQUITY PORTFOLIO
seeks long-term capital appreciation by investing primarily in equity securities
of issuers in emerging market  countries.  The Adviser seeks to maximize returns
by investing in  growth-oriented  equity  securities  in emerging  markets.  The
Adviser's   investment   approach  combines  top-down  country  allocation  with
bottom-up stock selection.  Investment  selection  criteria  include  attractive
growth  characteristics,  reasonable  valuations and  managements  with a strong
shareholder  value  orientation.  The Adviser  allocates the portfolio's  assets
among  emerging  markets  based  on  relative  economic,  political  and  social
fundamentals, stock valuations and investor sentiments.

Adviser:  Morgan Stanley Asset  Management*  Management  Fee: 1.25% of the first
$500 million;  1.20% of the next $500  million;  and 1.15% of the assets over $1
billion.

*On December 1, 1998,  Morgan Stanley Asset  Management Inc. changed its name to
Morgan  Stanley Dean Witter  Investment  Management  Inc.,  but  continues to do
business in certain instances using the name Morgan Stanley Asset Management.


MORGAN  STANLEY  UNIVERSAL  INSTITUTIONAL  FUNDS FIXED  INCOME  PORTFOLIO  seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing primarily in a diversified mix of dollar denominated  investment grade
fixed income securities,  particularly U.S.  government,  corporate and mortgage
securities.  The Portfolio ordinarily will maintain an average weighted maturity
in  excess  of  five  years.  The  Portfolio  may  invest  opportunistically  in
non-dollar denominated securities and below investment grade securities.

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

MORGAN  STANLEY  UNIVERSAL   INSTITUTIONAL  FUNDS  HIGH  YIELD  PORTFOLIO  seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily  in high yield  securities  (commonly  referred to as "junk
bonds").  The  Portfolio  also may  invest  in  investment  grade  fixed  income
securities,  including U.S. Government securities,  corporate bonds and mortgage
securities. The Portfolio may invest to a limited extent in foreign fixed income
securities, including emerging market securities.

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

MORGAN STANLEY  UNIVERSAL  INSTITUTIONAL  FUNDS  INTERNATIONAL  MAGNUM PORTFOLIO
seeks long-term capital appreciation by investing primarily in equity securities
of non-U.S.  issuers  domiciled in EAFE countries.  The Adviser seeks to achieve
superior  long-term  returns by creating a diversified  portfolio of undervalued
international  equity  securities.  To achieve  this goal,  the  Adviser  uses a
combination of strategic  geographic  asset  allocation and  fundamental,  value
oriented stock  selection.  The countries in which the portfolio will invest are
those  comprising the Morgan Stanley  Capital  International  EAFE Index,  which
includes Australia,  Japan, New Zealand,  most nations located in Western Europe
and the more  developed  countries  in Asia,  such as Hong  Kong and  Singapore.
Collectively,  we refer to these as the EAFE countries. The portfolio may invest
up to 5% of its total  assets in  securities  of issuers  domiciled  in non-EAFE
countries.  Under normal circumstances,  at least 65% of the total assets of the
portfolio  will be  invested in equity  securities  of issuers in at least three
different EAFE countries.

Adviser: Morgan Stanley Asset Management Management Fee: 0.80% of the first $500
million;  0.75% of the next  $500  million;  and  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.  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  necessary  to  preserve  capital.  In
addition,  the  portfolio may also purchase  foreign  securities.  These foreign
securities  must be listed on a  domestic  or  foreign  securities  exchange  or
represented by American depositary receipts.

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

THE SMALL CAP PORTFOLIO OF THE OCC ACCUMULATION TRUST seeks capital appreciation
through  investments  in a  diversified  portfolio  of  stocks  issued  by small
companies.  It will consist  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.
The portfolio's  holdings may also include options,  warrants,  bonds, notes and
convertible  bonds.  In  addition,  the  portfolio  may  also  purchase  foreign
securities.  Foreign  securities  must  be  listed  on  a  domestic  or  foreign
securities exchange or be represented by American depositary receipts.

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

THE STOCKSPLUS GROWTH AND INCOME PORTFOLIO OF THE PIMCO VARIABLE INSURANCE TRUST
seeks to achieve a total return which  exceeds the total return  performance  of
the S&P 500. The Portfolio invests in common stocks, options,  futures,  options
on futures and swaps.  Under normal market  conditions,  the  Portfolio  invests
substantially all of its assets in S&P 500 derivatives, backed by a portfolio of
fixed income instruments.  The Portfolio uses S&P 500 derivatives in addition to
or in place of S&P 500 stocks to attempt to equal or exceed the  performance  of
the S&P 500. The Adviser  actively  manages the fixed income  assets held by the
Portfolio, with a view to enhancing the

Portfolio's total return investment performance, subject to an overall portfolio
duration  which is normally not expected to exceed one year.  The  Portfolio may
invest up to 10% of its assets in high yield  bonds rated B or higher by Moody's
or S&P, or if unrated,  determined by the Adviser to be comparable quality.  The
Portfolio may also invest up to 20% of its assets in securities  denominated  in
foreign  currencies and may invest beyond this limit in U.S. dollar  denominated
securities of foreign issuers.

Adviser: Pacific Investment Management Company.
Management Fee: 0.40%

THE GROWTH  PORTFOLIO OF THE  TRANSAMERICA  VARIABLE  INSURANCE FUND, INC. seeks
long-term capital growth. It invests at least 65% of its assets in a diversified
selection of equity  securities of domestic  growth  companies of any size.  The
manager uses a "bottom-up"  approach to investing and  constructs  the portfolio
one company at a time. The manager focuses on identifying  fundamental change in
its early stages and  investing in premier  companies.  In the  manager's  view,
characteristics  of  premier  companies  include  one or more of the  following:
share-holder-oriented  management;  dominance in market share;  cost  production
advantages;  leading brands;  self-financed growth; and attractive  reinvestment
opportunities.  The manager of the portfolio believes in long-term investing and
does not try to time the market.  However,  when in the  judgment of the manager
market conditions warrant,  the portfolio may, for temporary defensive purposes,
hold part or all of its assets in cash or cash equivalents.

Adviser: Transamerica Investment Management, LLC.
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  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. These include:  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 Investment Management, LLC.
Sub-Adviser: Transamerica Investment Services, Inc..
Management Fee: 0.35%.

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

o        effective date of the change in the investment policy, OR

o        receipt of the notice of your right to transfer.

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 20.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and  frequency of your  payments are  flexible,  within  limits.  See
Payments on page 19.

WHAT IF I NEED MY MONEY?

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

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

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

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:

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

o        transfer your ownership to someone else.

o        change the beneficiary.

o        change the allocation of payments.

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

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

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

o        add or remove optional insurance benefits provided by rider.




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 28.

o        CHARGES DEDUCTED FROM PAYMENTS:

     PAYMENT  EXPENSE  CHARGE - From  each  payment,  we will  deduct a  payment
     expense charge, currently equal to 4.0% of the payment. The payment expense
     charge is deducted for state and local premium  taxes,  federal  income tax
     treatment of deferred  acquisition costs, and a portion of policy sales and
     administrative expenses.

o WE DEDUCT THE FOLLOWING MONTHLY CHARGE FROM POLICY VALUE:

     MONTHLY INSURANCE PROTECTION CHARGE - This charge is the cost of insurance,
     including  optional insurance benefits provided by rider. It is deducted on
     each monthly processing date starting with the date of issue and continuing
     through the final payment date.

o THE  FOLLOWING  EXPENSES  ARE CHARGED  AGAINST OR  REFLECTED  IN THE  SEPARATE
ACCOUNT:

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

     reserve the right to implement this charge after the tenth policy year.

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

     PORTFOLIO  EXPENSES - The  portfolios  incur  investment  advisory fees and
     other  expenses,  which are reflected in the  sub-accounts  of the separate
     account.  The levels of fees and expenses vary among the  portfolios.  They
     are described in the section entitled What are the Expenses and Fees of the
     Portfolios? on page 13.

o CHARGES DESIGNED TO REIMBURSE US FOR POLICY  ADMINISTRATIVE  COSTS APPLY UNDER
THE FOLLOWING CIRCUMSTANCES:

     CHARGE FOR CHANGE IN FACE  AMOUNT - For each  increase  or decrease in face
     amount you  request,  we deduct a charge of $40 from the policy  value.  In
     some jurisdictions, no charge is imposed for increases in face amount.

     TRANSFER  CHARGE - The first 12  transfers of policy value in a policy year
     are free. A current  transfer  charge of $10, never to exceed $25,  applies
     for each additional transfer in the same policy year.

     OTHER  ADMINISTRATIVE  CHARGES - We  reserve  the right to charge for other
     administrative costs we incur. While there are no current charges for these
     costs,  we may  impose  a  charge,  guaranteed  never  to  exceed  $25  per
     occurrence, for:

o        changing net payment allocation instructions

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

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


o THE CHARGES  BELOW  APPLY ONLY IF YOU  SURRENDER  YOUR POLICY OR MAKE  PARTIAL
WITHDRAWALS:

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

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

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

     PARTIAL  WITHDRAWAL COSTS - We deduct the following charges from the policy
value for partial withdrawals:

o    a transaction fee of 2.0% of the amount  withdrawn,  not to exceed $25, for
     each partial withdrawal for processing costs. o a partial withdrawal charge
     of 5.0% of the amount  withdrawn  which  exceeds  the Free 10%  Withdrawal,
     described below.

     The partial withdrawal charge does not apply to:

o        that part of a withdrawal  equal to 10% of the policy value in a policy
         year less prior free withdrawals made in the same policy year (Free 10%
         Withdrawal).

o        withdrawals when no surrender charges apply.

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

WHAT ARE THE EXPENSES AND FEES OF THE PORTFOLIOS?

In addition to the charges  described above,  certain  management fees and other
expenses are deducted from the assets of the underlying  portfolios.  The levels
of fees and expenses vary among the  portfolios.  The following  table shows the
management  fees and other expenses and total  portfolio  annual expenses of the
portfolios for 1999. For more  information  concerning  these fees and expenses,
see the prospectuses of the portfolios.

<PAGE>


22
<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                              0.625%            0.075%            0.70%
Alliance VP Growth and Income                               0.63%              0.08%            0.71%
Alliance VP Premier Growth                                  1.00%              0.05%            1.05%
Dreyfus VIF Appreciation                                    0.75%              0.03%            0.78%
Dreyfus VIF Small Cap                                       0.75%              0.03%            0.78%
Janus Aspen Series Balanced(3)                              0.65%              0.02%            0.67%
Janus Aspen Series Worldwide Growth(3)                      0.65%              0.05%            0.70%
MFS VIT Emerging Growth                                     0.75%              0.09%            0.84%
MFS VIT Growth With Income                                  0.75%              0.13%            0.88%
MFS VIT Research                                            0.75%              0.11%            0.86%
MS UIF Emerging Markets Equity                              0.42%              1.37%            1.79%
MS UIF Fixed Income                                         0.14%              0.56%            0.70%
MS UIF High Yield                                           0.19%              0.61%            0.80%
MS UIF International Magnum                                 0.29%              0.87%            1.16%
OCC Accumulation Trust Managed(4)                           0.77%              0.06%            0.83%
OCC Accumulation Trust Small Cap                            0.80%              0.09%            0.89%
PIMCO VIT StocksPLUS Growth and Income(5)                   0.40%              0.25%            0.65%
Transamerica VIF Growth                                     0.70%              0.15%            0.85%
Transamerica VIF Money Market                               0.00%              0.60%            0.60%
</TABLE>

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

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios. We have no reason to doubt the accuracy of that information,  but we
have not verified those  figures.  These figures are for the year ended December
31,  1999.  Actual  expenses  in future  years may be higher or lower than these
figures.

Notes to Fee Table:

(1)  From time to time, the  portfolio's  investment  advisers,  each in its own
     discretion,  may  voluntarily  waive  all or  part  of  their  fees  and/or
     voluntarily  assume certain portfolio  expenses.  The expenses shown in the
     Portfolio Expenses table are the expenses paid for 1999. The expenses shown
     in  the  table  reflect  a  portfolio's   adviser's   waivers  of  fees  or
     reimbursement  of expenses,  if  applicable.  It is  anticipated  that such
     waivers or  reimbursements  will continue for calendar  year 2000.  Without
     such waivers or  reimbursements,  the annual  expenses for 1999 for certain
     portfolios would have been, as a percentage of assets, as follows:

<TABLE>
<CAPTION>

                                                                                        TOTAL PORTFOLIO
                                                   MANAGEMENT FEES        OTHER              ANNUAL
PORTFOLIO                                                               EXPENSES            EXPENSES
- ---------                                                               --------            --------
<S>                                                     <C>               <C>                <C>
MS UIF Emerging Markets Equity                          1.25%             1.37%              2.62%
MS UIF Fixed Income                                     0.40%             0.56%              0.96%
MS UIF High Yield                                       0.50%             0.61%              1.11%
MS UIF International Magnum                             0.80%             0.87%              1.67%
Transamerica VIF Growth                                 0.75%             0.15%              0.90%
Transamerica VIF Money Market                           0.35%             1.04%              1.39%
</TABLE>

(2)  The  management fee of certain of the  portfolios  includes  breakpoints at
     designated  asset  levels.  Further  information  on these  breakpoints  is
     provided under Investment Objectives and Policies, and Investment Advisers,
     on page 6 and in the prospectuses for the portfolios.

(3)  Expenses  are based upon  expenses  for the fiscal year ended  December 31,
     1999,  restated to reflect a reduction in the management  fee. All expenses
     are shown without the effect of expense offset arrangements.

(4)  The  Adviser  is  contractually  obligated  to waive  that  portion  of the
     advisory fee and to assume any necessary  expense to limit total  operating
     expenses of the  portfolio  to 1.00% of average net assets (net of expenses
     offset) on an annual basis.

(5)  PIMCO has contractually  agreed to reduce total annual portfolio  operating
     expenses to the extent these  expenses  would exceed 0.65% of average daily
     assets due to the payment of  organizational  expenses and Trustees'  fees.
     Without such reductions, total operating expenses for the fiscal year ended
     December 31, 1999 were 0.65%. Under the Expense Limitation Agreement, PIMCO
     may  recoup  these  waivers  and  reimbursements  in  future  periods,  not
     exceeding three years, provided total expenses,  including such recoupment,
     do not exceed the annual expense  limit.  Fees expressed are restated as of
     April 1, 2000.


<PAGE>



WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY POLICY?

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

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

If you make payments at least equal to minimum  monthly  payments,  we guarantee
that your policy will not lapse  before the 49th  monthly  processing  date from
date of issue or increase in face amount, within limits.

Under the Guaranteed  Death Benefit Rider,  if you make payments of a sufficient
amount,  net  of  partial  withdrawals,   partial  withdrawal  charges  and  any
outstanding  loans,  we guarantee  that your policy will not lapse.  In order to
maintain this guarantee,  on each policy  anniversary  through the final payment
date:


o        the total of your payments, net of partial withdrawals;

o        partial withdrawal charges; and

o        any outstanding loans

must at least EQUAL:

o        the guaranteed death benefit premium TIMES

o    the number of policy years since the policy was issued, adjusted for policy
     changes, if any.

The guaranteed  death benefit  premiums are currently 90% of the guideline level
premium if you elected the level death  benefit  option or 75% of the  guideline
level premium if you elected the adjustable death benefit option.  Certain other
conditions may apply.  Once  terminated,  this rider may not be reinstated.  The
Guaranteed  Death Benefit Rider will not prevent an outstanding  loan from going
into default if the  outstanding  loan  exceeds the policy value less  surrender
charges.  In that case, your policy will terminate  without value unless you pay
the  required  premium  within the 62-day grace  period.  The  Guaranteed  Death
Benefit Rider may not be available in all  jurisdictions and is not available in
Texas. See POLICY TERMINATION AND REINSTATEMENT on page 35.

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

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

Yes. The policy provides a paid-up  insurance option. If this option is elected,
we will  provide  paid-up  insurance  coverage,  usually  having a reduced  face
amount,  for the life of the insured with no more  premiums  being due under the
policy.  If you elect this option,  policy  owner  rights and  benefits  will be
limited. See Paid Up Insurance Option on page 28.

HOW IS MY POLICY TAXED?

The policy is given federal income tax treatment similar to a conventional fixed
benefit life insurance  policy.  On a withdrawal of policy value,  policy owners
currently  are taxed only on the amount of the  withdrawal  that  exceeds  total
payments.  However,  during the first 15 policy years an  income-out  first rule
applies to certain  distributions  required  under  Section 7702 of the Internal
Revenue Code (Code) because of a reduction of benefits under the policy.

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

A policy may be considered a modified endowment contract.  This may occur if the
total  payments  during the first seven  policy years exceed the total net level
payments  payable if the policy had provided  certain  paid-up  future  benefits
after  seven  level  annual  payments.  If the policy is  considered  a modified
endowment contract,  all distributions during the insured's lifetime,  including
policy loans, partial withdrawals,  surrenders, pledges and assignments, will be
taxed on an  income-out  first basis.  Also, a 10% penalty tax may be imposed on
that part of a  distribution  that is  includible  in income.  See  Federal  Tax
Considerations - Modified Endowment Contracts on page 39.


DESCRIPTION OF TRANSAMERICA, THE SEPARATE ACCOUNT AND THE PORTFOLIOS

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

Transamerica  Corporation,  a  subsidiary  of AEGON  N.V.,  indirectly  owns the
issuing company, Transamerica Occidental Life Insurance Company.

INSURANCE MARKETPLACE STANDARDS
ASSOCIATION

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

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

THE SEPARATE ACCOUNT

Transamerica  Occidental Life Separate Account VUL-1, designated as the separate
account, was established by us as a separate account under the laws of the State
of California, pursuant to resolutions adopted by our Board of Directors on June
11, 1996.

The separate account is registered with the Securities Exchange  Commission,  or
SEC, under the Investment Company Act of 1940, or 1940 Act, as a unit investment
trust.  It  meets  the  definition  of a  separate  account  under  the  federal
securities  laws.  However,  the Commission does not supervise the management of
the investment practices or policies of the separate account.


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

The  separate  account  currently  has  nineteen   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.  All
sub-accounts may not be available in all jurisdictions.

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

o        The Income & Growth Portfolio of The Alger American Fund
                                          -----------------------

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

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

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

o    The Emerging Growth Series,  The Growth With Income Series and The Research
     Series of the MFS Variable ------------ Insurance Trust

o    The Emerging Markets Equity Portfolio, The Fixed Income Portfolio, The High
     Yield  Portfolio,  and The  International  Magnum  Portfolio  of the Morgan
     Stanley Universal Institutional Funds, Inc.

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

o    The StocksPLUS Growth and Income Portfolio of the PIMCO Variable  Insurance
     Trust ------------------------------

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

THE POLICY

The policy is subject to the  insurance  laws and  regulations  of each state or
jurisdiction in which it is available for distribution. There may be differences
between the policy issued and the general policy  description  contained in this
prospectus  because of  requirements  of the state  where your policy is issued.
Some of the state specific  differences are included in the prospectus,  but the
prospectus does NOT include  references to all state specific  differences.  All
state specific policy features will be described in your policy.



APPLICATION FOR A POLICY

We offer  policies  to  proposed  insureds  80 years  old and  younger.  In some
jurisdictions,  however,  the policy is not available to proposed  insureds less
than 18 years old. After  receiving a completed  application  from a prospective
policy  owner,  we will begin  underwriting  to decide the  insurability  of the
proposed  insured.  We may require medical  examinations  and other  information
before deciding insurability. We issue a policy only after underwriting has been
completed.  We may  reject an  application  that does not meet our  underwriting
guidelines.

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

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

If your application is approved and the policy is issued,  we will allocate your
policy value within two days of the date we approve your  application  according
to your  allocation  instructions.  However,  if your policy provides for a full
refund of payments  under its right to examine  policy  provision as required in
your state,  we will  initially  allocate your  sub-account  investments  to the
sub-account  investing  in the Money  Market  portfolio.  We will also  transfer
interest  earned in the fixed  account  allocable to the portion of your payment
designated by you for the separate account.  This allocation to the Money Market
sub-account  will be effective  for four  calendar days plus the state free look
period.  After this, we will allocate all amounts to the sub-accounts  according
to your investment choices.

TERM LIFE INSURANCE CONVERSIONS

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

FREE LOOK PERIOD

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

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

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

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

If your  policy  provides  for a full refund  under its right to examine  policy
provision as required in your state, your refund will be the total payments made
to the policy.

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


o        amounts allocated to the fixed account; PLUS

o        the policy value in the separate account; PLUS

o        all fees, charges and tax deductions which have been imposed.

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

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

o        45 days after the application for the increase is signed; OR

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

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

CONVERSION PRIVILEGE

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

We will allocate all future  payments to the fixed account,  unless you instruct
us otherwise.

PAYMENTS

Payments are payable to Transamerica Occidental Life Insurance Company. Payments
may be  made  by mail  to our  Variable  Life  Service  Center  or  through  our
authorized  representative.  All net  payments  after the  initial  payment  are
credited  to the  separate  account or fixed  account on the  valuation  date of
receipt at the Variable  Life Service  Center.  You may  establish a schedule of
planned  payments.  If you do, we will  bill you at  regular  intervals.  Making
planned  payments will not guarantee  that the policy will remain in force.  The
policy will not necessarily lapse if you fail to make planned payments.  You may
make  unscheduled  payments  before  the  final  payment  date or  skip  planned
payments.

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

The policy does not limit  payments as to  frequency  and  number.  However,  no
payment may be less than $100 without our consent.  Payments  must be sufficient
to provide a positive  surrender  value at the end of each  policy  month or the
policy may lapse.  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:

o        partial withdrawals;

o        partial withdrawal charges; and

o        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:

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

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

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

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

o        a change in face amount;

o        the addition or deletion of a rider; or

o        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 nineteen  sub-accounts,  plus the fixed account,  at once. The minimum
amount  that  you may  allocate  to a  sub-account  is 1.0% of the net  payment.
Allocation percentages must be in whole numbers (for example,  331/3% may not be
chosen) and the combined percentages must total 100%.

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

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

TRANSFER PRIVILEGE

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



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

o        minimum amount that may be transferred;

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

o        minimum period between transfers involving the fixed account; or

o        maximum amounts that may be transferred from the fixed account.

Transfers involving the fixed account are currently permitted only if:

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

o    the amount  transferred  from the fixed  account in each  transfer does not
     exceed the lesser of $100,000 or 25% of the policy value.

These rules are subject to change by us.

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

You may apply for automatic transfers under either the dollar cost averaging, 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 OR DCA

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

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

AUTOMATIC ACCOUNT REBALANCING OR AAR

Once your net payments and requested  transfers have been  allocated  among your
sub-account  choices,  the  performance  of  each  sub-account  may  cause  your
allocation to shift such that the relative value of one or more  sub-accounts is
no longer  consistent with your overall  objectives.  Under the AAR option,  the
balances  in  your  selected  sub-accounts  can be  restored  to the  allocation
percentages you elect on your written  request by transferring  values among the
sub-accounts.  You may not have value in more than nineteen  sub-accounts at any
time.  The  minimum  percentage  allocation  without  our consent is 5% for each
selected sub-account.  Percentage  allocations must be in whole numbers. The AAR
option is available on a quarterly,  semi-annual  or annual  basis.  The minimum
total amount of the transfers  under the AAR option is $100 per scheduled  date.
If the total  transfer  amount is less than $100, no transfer will occur on that
scheduled  date. The AAR option does not guarantee a profit or protect against a
loss.

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

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

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

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

o        any transfers made for a conversion privilege;

o    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;

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

o        transfers because of a material change in investment policy.

DEATH BENEFIT

If the policy is in force on the date the insured dies, we will,  with due proof
of death, pay the net death benefit to the named  beneficiary.  We will normally
pay the net  death  benefit  within  seven  days of  receiving  due proof of the
insured's death, but we may delay payment of net death benefits. The beneficiary
may receive the net death benefit in a lump sum or under a payment option.

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

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

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

o    any outstanding  loan and any due and unpaid partial  withdrawals,  partial
     withdrawal  charges and monthly  insurance  protection  charges through the
     policy month in which the insured dies.

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:

o        101% of the policy value; MINUS

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

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

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

LEVEL OPTION AND ADJUSTABLE OPTION

The policy provides two death benefit options through the final payment date and
before the  paid-up  insurance  option is  exercised:  the level  option and the
adjustable  option.  You choose the desired option in the  application.  You may
change the option  once per policy year by written  request.  There is no charge
for a change in option.

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

o        face amount; OR

o        guideline minimum sum insured.

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

o        face amount PLUS policy value; OR

o        guideline minimum sum insured.

Under both the level option and adjustable  option,  the death benefit  provides
insurance protection.  Under the level option, the death benefit is level unless
the  guideline  minimum sum insured  exceeds the face  amount;  then,  the death
benefit varies as the policy value changes.  Under the  adjustable  option,  the
death benefit always varies as the policy value changes.

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

If you desire to have payments and investment performance reflected in the death
benefit, you should choose the adjustable option. If you desire to have payments
and investment  performance reflected to the maximum extent in the policy value,
you should select the level option.

GUIDELINE  MINIMUM  SUM  INSURED  -  The  guideline  minimum  sum  insured  is a
percentage  of the policy  value as set forth in Appendix A - Guideline  Minimum
Sum Insured Table.  The guideline  minimum sum insured is computed in accordance
with  federal  income  tax laws to ensure  that the policy  qualifies  as a life
insurance  contract and that the  insurance  proceeds  will be excluded from the
gross income of the beneficiary.

ILLUSTRATION OF THE LEVEL OPTION - In this illustration, assume that the insured
is currently age 40 and that there is no outstanding loan.

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

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

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

ILLUSTRATION OF THE ADJUSTABLE  OPTION - In this  illustration,  assume that the
insured is age 40 and that there is no outstanding loan.

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

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

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

CHANGE TO LEVEL OR ADJUSTABLE OPTION

You may  change  the death  benefit  option  once each  policy  year by  written
request,  within limits noted in Level Option and Adjustable  Option  provision.
Changing  options will not require  evidence of  insurability.  The change takes
effect on the monthly  processing  date on or next following the date of receipt
of the written  request.  We will impose no charge for changes in death  benefit
options.

If you change the level option to the  adjustable  option,  we will decrease the
face amount to equal:

o        the death benefit under the level option; MINUS

o        the policy value on the date of the change.

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


If you change the  adjustable  option to the level option,  we will increase the
face amount,  and the new face amount will be equal to the death  benefit  under
the  adjustable  option on the date of  change.  The death  benefit  will be the
GREATER of:

o        the new face amount; OR

o        the guideline minimum sum insured.

No new  surrender  charge rates or new  surrender  charge period will be imposed
solely because of a change in death benefit  options.  After the change from the
adjustable  option to the level option,  an increase in policy value will reduce
the insurance  protection amount and the monthly insurance  protection charge. A
decrease in policy value will increase the insurance  protection  amount and the
monthly insurance protection charge.

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

CHANGE IN FACE AMOUNT

You may increase or decrease the face amount by written request.  An increase or
decrease in the face amount takes effect on the later of:

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

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

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

o        $40; PLUS

o        two minimum monthly payments.


On the  effective  date of  each  increase  in face  amount,  we will  deduct  a
transaction  charge of $40 from policy value for  administrative  costs. In some
jurisdictions,  there is no transaction  charge assessed for an increase in face
amount.  In these  jurisdictions,  a payment must accompany a request for a face
amount  increase  if the  surrender  value  is less  than  two  minimum  monthly
payments.  You may allocate the  deduction  to one  sub-account.  If you make no
allocation we will make a pro rata  allocation.  We will also compute  surrender
charges for the  increase.  An increase  in the face  amount will  increase  the
insurance  protection amount and,  therefore,  the monthly insurance  protection
charges.  We will provide you new specification  pages for the policy indicating
the  effective  date of the  increase  and  any  additional  charges  due to the
increase.

After  increasing the face amount,  you will have the right,  during a free look
period,  to have the  increase  canceled.  If you exercise  this right,  we will
credit to your policy the charges deducted for the increase,  unless you request
a refund of these  charges.  We will also cancel any  surrender  charges for the
increase.

DECREASES - You may  decrease  the face amount by written  request.  The minimum
amount for a decrease in face amount is $10,000.

The minimum  face amount in force after a decrease is $50,000.  We may limit the
decrease or return  policy value to you, as you choose,  if the policy would not
comply with the maximum  payment  limitation  under federal tax law. A return of
policy value may result in tax liability to you.

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

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

OPTION TO ACCELERATE DEATH BENEFITS
(LIVING BENEFITS RIDER)

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

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

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

o    the amount  that would  reduce the face  amount to  $100,000,  our  current
     minimum issue limit; OR

o        $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:

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

o    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

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

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

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

The rider may not be available in all jurisdictions.

POLICY VALUE

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

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

o        the value of your units in the sub-accounts.

There is no guaranteed minimum policy value. Policy value on any date depends on
variables that can not be predetermined.

Your policy value is affected by the:

o        frequency and amount of your net payments;

o        interest credited in the fixed account;

o        investment performance of your sub- accounts;

o        partial withdrawals;

o        loans, loan repayments and loan interest paid or credited;

o        charges and deductions under the policy; and

o        the death benefit option.

COMPUTING POLICY VALUE - We compute the policy value on the date of issue and on
each valuation date. On the date of issue, the policy value is:

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

o        the monthly insurance protection charge due.

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

o        accumulations in the fixed account; PLUS

o        the SUM of the PRODUCT of:

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

     b)  the value of a unit in each sub-account on the valuation date.

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

The number of units of each  sub-account  credited to the policy is the QUOTIENT
of:

o        that part of the net payment allocated to the sub-account; DIVIDED BY

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

The number of units will remain fixed  unless  changed by a split of unit value,
transfer, loan, partial withdrawal or surrender. Also, each deduction of charges
from a sub-account will

result in the cancellation of units equal in value to the amount deducted.

The  dollar  value of a unit of a  sub-account  varies  from  valuation  date to
valuation  date based on the  investment  experience of that  sub-account.  This
investment experience reflects the investment performance,  expenses and charges
of the portfolio in which the sub-account invests.

The value of each unit was set at  $10.00  on the first  valuation  date of each
sub-account,  except that the value for the Money Market  sub-account was set at
$1.00.  The value of a unit on any valuation date after the first valuation date
is the PRODUCT of:

o        the dollar value of the unit on the preceding valuation date; TIMES

o        the net investment factor.

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

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

b)   is the per share amount of any dividend or capital gain  distributions made
     by the portfolio on shares held in the sub-account if the ex-dividend  date
     occurs during the current valuation period;

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

d)       is a charge for mortality and expense risks; and

e)   is a charge  for  administration  during a period not  exceeding  the first
     twenty policy years.

MATURITY BENEFITS

If the insured is alive on the maturity date, we will pay the surrender value as
of the maturity date to you. The surrender  value may be paid in a single sum or
under a payment option as described below.

PAYMENT OPTIONS

The net death  benefit  payable may be paid in a single sum or under one or more
of the payment  options we are then offering.  Payment options are paid from our
general  account and are not based on the investment  experience of the separate
account. These payment options also are available at the maturity date or if the
policy is surrendered. If no election is made, we will pay the net death benefit
in a single sum.

OPTIONAL INSURANCE BENEFITS

You may add optional  insurance benefits to the policy by rider, as described in
Appendix  B -  Optional  Insurance  Benefits.  The  cost of  optional  insurance
benefits becomes part of the monthly insurance  protection  charge,  except that
the Guaranteed Death Benefit Rider cost is a one time transaction  charge of $25
deducted on the first monthly  processing  date. All riders may not be available
in all jurisdictions, and the names of the riders may vary by jurisdiction.

SURRENDER

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

o        the policy value; MINUS

o        any outstanding loan and surrender charges.

We will compute the surrender  value on the  valuation  date on which we receive
your written  request for  surrender.  We will deduct a surrender  charge if you
surrender  the policy  within 10 full policy years of the date of issue or of an
increase in face amount.

The  surrender  value may be paid in a lump sum or under a payment  option  then
offered  by us. We will  normally  pay the  surrender  value  within  seven days
following our receipt of your written  request.  We may delay  benefit  payments
under  the  circumstances  described  in  OTHER  POLICY  PROVISIONS  - Delay  of
Payments.  For  important  tax  consequences  of a  surrender,  see  FEDERAL TAX
CONSIDERATIONS.



PARTIAL WITHDRAWAL

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

On a partial  withdrawal from a sub-account,  we will cancel the number of units
equal in value to the amount withdrawn.  The amount withdrawn will be the amount
you  requested  plus the partial  withdrawal  costs.  We will  normally  pay the
partial  withdrawal  within seven days following our receipt of written request.
We may  delay  payment  as  described  in  OTHER  POLICY  PROVISIONS  - Delay of
Payments. For important tax consequences of partial withdrawals, see FEDERAL TAX
CONSIDERATIONS.

PAID-UP INSURANCE OPTION

On written request, you may elect life insurance coverage, usually for a reduced
amount,  for the life of the insured with no further  premiums  due. The paid-up
insurance  will be the  amount  that the  surrender  value can  provide as a net
single premium applied at the insured's age and  underwriting  class on the date
this option is elected.  If the surrender  value exceeds the net single premium,
we  will  pay the  excess  to  you.  The net  single  premium  is  based  on the
Commissioners  Ultimate  1980  Standard  Ordinary  Mortality  Tables,  smoker or
non-smoker,  male  or  female  or  unisex  with  increases  in  the  tables  for
non-standard risks. Interest will not be less than 4.5% annually.

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

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

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

o        you may not make further payments;

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

o        riders will continue only with our consent.

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

On election of reduced  paid-up  insurance,  the policy  could become a modified
endowment contract.  If a policy becomes a modified endowment  contract,  policy
loans,  partial  withdrawals or surrender will receive  unfavorable  federal tax
treatment.

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:

o        the death benefits, cash and loan benefits provided by the policy;

o        investment options, including net payment allocations;

o        administration of various elective options under the policy; and

o        the distribution of various reports to policy owners.

Costs and expenses incurred by us include:

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

o    various overhead and other expenses  associated with providing the services
     and benefits related to the policy;

o        sales and marketing expenses; and

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

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

PAYMENT EXPENSE CHARGE

Currently,  we deduct 4.0% of each  payment as a payment  expense  charge.  This
charge is for state and local  premium  taxes,  federal  income tax treatment of
deferred   acquisition  costs,  and  certain  policy  sales  and  administrative
expenses.

Premium tax rates vary from state to state and are a percentage of payments made
by policy owners to us. Currently, rates in the fifty states and the District of
Columbia range between 0.50% and 3.50%. Since we are subject to retaliatory tax,
the  effective  premium  tax for us  typically  ranges  between  2.35% and 3.5%.
Typically, we pay premium taxes, including retaliatory tax in all jurisdictions,
but the payment expense charge would be deducted, even if we were not subject to
premium or retaliatory tax in a state.

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

MONTHLY INSURANCE PROTECTION CHARGE

On each monthly processing date through the final payment date, we will deduct a
monthly  insurance  protection charge from your policy value. This charge is the
cost for insurance  protection under the policy,  including  optional  insurance
benefits provided by rider.

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

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

For the  initial  face amount  under the level  option,  the  monthly  insurance
protection charge is the PRODUCT of:

o        the insurance protection rate TIMES

o        the DIFFERENCE between:

a)       the initial face amount; AND

b)   the policy  value,  MINUS any rider  charges at the beginning of the policy
     month

divided by 1,000.

Under the level option, the monthly insurance protection charge decreases as the
policy value increases if the guideline minimum sum insured is not in effect.

For the initial face amount under the adjustable  option,  the monthly insurance
protection charge is the PRODUCT of:

o        the insurance protection rate TIMES

o        the initial face amount,

divided by 1,000.
For each increase in face amount under the level option,  the monthly  insurance
protection charge for the increase is the PRODUCT of:

o        the insurance protection rate for the increase TIMES

o        the DIFFERENCE between:

(a)      the increase in face amount; AND

(b)  any policy value,  MINUS any rider  charges,  GREATER than the initial face
     amount at the  beginning of the policy  month and not  allocated to a prior
     increase;

divided by 1,000.

For each  increase  in face  amount  under the  adjustable  option,  the monthly
insurance protection charge is the PRODUCT of:

o        the insurance protection rate for the increase TIMES

o        the increase in face amount,

divided by 1,000.

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

This charge is the PRODUCT of:

o        the insurance protection rate for the initial face amount, TIMES

o        the DIFFERENCE between the guideline minimum insured AND:

a)   the GREATER of the face amount OR the policy  value,  if you  selected  the
     level option, divided by 1,000; OR

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

We will adjust the monthly insurance protection charge for any decreases in face
amount. INSURANCE PROTECTION RATES - We base insurance protection rates on the:

o        male, female or unisex rate table,

o        age and underwriting class of the insured; AND

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

For  unisex  policies,  sex-distinct  rates do not apply.  Unisex  rates are not
available  in all  jurisdictions.  For  policies  issued  subject  to  Montana's
jurisdiction,  unisex rates apply to all policies.  For the initial face amount,
the insurance  protection  rates are based on the insured's age at the beginning
of each  policy  year.  For an  increase  in face  amount  or for a  rider,  the
insurance  protection rates are based on the insured's age on the effective date
of the increase or rider and,  thereafter,  on each anniversary of the effective
date of the increase or rider.

We base the current insurance  protection rates on our expectations as to future
mortality  experience.  Rates will not, however,  be greater than the guaranteed
insurance  protection rates set forth in the policy.  These guaranteed rates are
based on the Commissioners  1980 Ultimate  Standard  Ordinary  Mortality Tables,
smoker or  non-smoker,  and the  insured's  sex,  except for  policies for which
unisex rates apply and age, with increases in the Tables for non-standard risks.

The tables used for this purpose set forth  different  mortality  estimates  for
males and females, and for smokers and non-smokers. Unisex rates use male rates.
Any change in the insurance  protection  rates will apply to all insureds of the
same age, sex and underwriting  class, whose policies have been in force for the
same period.

The underwriting class of an insured will affect the insurance protection rates.
We currently  place  insureds into  preferred  underwriting  classes,  preferred
non-standard   underwriting   classes,   standard   underwriting   classes   and
non-standard underwriting classes.

The  underwriting  classes are also  divided  into two  categories:  smokers and
non-smokers.  We will  place an  insured  under age 18 at the date of issue in a
standard or non-standard  underwriting  class. We will then classify the insured
as a smoker at age 18 unless we receive  satisfactory  evidence that the insured
is a  non-smoker.  Prior to the insured's age 18, we will give you notice of how
the insured may be classified as a non-smoker.  In some jurisdictions,  policies
are not available for proposed insureds who are less than 18 years old.

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

CHARGES AGAINST OR REFLECTED IN THE
ASSETS OF THE SEPARATE ACCOUNT

We assess each  sub-account  with a charge for  mortality  and expense  risks we
assume  and,  during  the first 20 policy  years,  a charge  for  administration
expenses related to the separate account.  Portfolio expenses are also reflected
in the value of the assets of the separate account.

ADMINISTRATION CHARGE - For a period not to exceed the first 20 policy years, we
may  impose a daily  charge  at an  annual  rate of 0.15% of the daily net asset
value in each sub-account. The charge is to help reimburse us for administrative
expenses  incurred  in  the  administration  of the  separate  account  and  the
sub-accounts.

The administrative functions and expenses we assume for the separate account and
the sub-accounts include:

o        clerical, accounting, actuarial and legal services;

o        rent, postage, telephone, office equipment and supplies;

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

o        regulatory filing fees and other fees.

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

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

o        the insured is male or female;

o        the insured's age; and

o    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:

o        first, those related to the most recent increase;

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

o        third, those related to the initial face amount.
A  surrender  charge may be  deducted  on a  decrease  in the face  amount.  The
surrender  charge will be the  surrender  charges for the face amounts which are
decreased or eliminated in the order shown above.

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

o        the decrease DIVIDED BY the current face amount TIMES

o        the surrender charge.

See  APPENDIX E - Maximum  Surrender  Charges for the maximum  surrender  charge
rates and an example of how we compute the amount of surrender charges.

PARTIAL WITHDRAWAL COSTS

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

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

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

o    the total of any prior free withdrawals in the same policy year, allowed by
     the free 10% withdrawal.

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

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

TRANSFER CHARGES

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

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

Each of the  following  transfers of policy value from the  sub-accounts  to the
fixed  account is free and does not count as one of the 12 free  transfers  in a
policy year:

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

o        a transfer to the fixed account to secure a loan;

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

o    a  reallocation  of the value in the Money Market  sub-account as described
     above under THE POLICY- Free Look Period;  AND a transfer made because of a
     material change in investment policy.

CHARGE FOR CHANGE IN FACE AMOUNT

For each  increase  or  decrease in face  amount,  we will deduct a  transaction
charge of $40 from policy value to reimburse us for the administrative  costs of
the change. In some  jurisdictions no charge is assessed for an increase in face
amount.  Unless  you  specify  the  sub-account  from  which the charge is to be
deducted, we will allocate the charge pro rata.

OTHER ADMINISTRATIVE CHARGES

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

o        changing net payment allocation instructions;

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

o    providing  more than one projection of values in a policy year, in addition
     to the annual statement.

POLICY LOANS

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

o        the policy value MINUS

o    any surrender  charges,  unpaid monthly  insurance  protection  charges and
     outstanding loan interest through the end of the policy year.

After the first policy year, the loan value is 90% of:

o        the policy value MINUS

o        any surrender charges.

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

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

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

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

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

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

The portion of the policy value securing the outstanding  loan will earn monthly
interest  in the fixed  account  at an annual  rate of at least  6.0%,  or,  for
preferred  loans 7.5%. For policies  issued subject to the  jurisdiction  of the
Virgin Islands, the annual interest rate will be at least 4.0% or, for preferred
loans, 5.5%. No other interest will be credited.

PREFERRED LOAN OPTION

A preferred loan option is available after the tenth policy year and, after that
date,  will  apply to any  outstanding  loans and new loan  requests  unless you
revoke the preferred loan option in writing. The guaranteed annual interest rate
credited to the portion of the policy  value  securing a preferred  loan will be
not less than 7.5%, or for policies  issued subject to the  jurisdiction  of the
Virgin  Islands,  5.5%.  There is some  uncertainty  as to the tax  treatment of
preferred loans. Consult a qualified tax adviser.

LOAN INTEREST CHARGED

Interest accrues daily at the annual rate of 8.0% or for policies issued subject
to the jurisdiction of the Virgin Islands,  6.0%. Interest is due and payable in
arrears at the end of each  policy year or for as short a period as the loan may
exist.  Interest  not paid when due will be added to the loan  amount  and bears
interest  at the same rate.  If this makes the loan  principal  higher  than the
portion of the policy value in the fixed account,  we will offset this shortfall
by transferring  amounts from the sub-accounts.  The transferred  amount will be
allocated proportionately among the sub-accounts which have value in them.

REPAYMENT OF OUTSTANDING LOAN

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

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

EFFECT OF POLICY LOANS

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

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

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

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

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

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

POLICY TERMINATION AND
REINSTATEMENT

TERMINATION

The policy will be in default if the surrender  value is  insufficient  to cover
the next  monthly  insurance  protection  charge  plus  loan  interest  accrued.
Additionally,  if an  outstanding  loan exceeds the policy value less  surrender
charges, the outstanding loan will be in default.

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

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

During the first 48 policy months  following the date of issue or an increase in
the face amount based on a request from the policy owner,  a guarantee may apply
to prevent the policy from terminating because of insufficient  surrender value.
This  guarantee  applies if,  during this period,  we receive  payments from you
that,  when  reduced by  outstanding  loans,  partial  withdrawals  and  partial
withdrawal  charges,  equal or exceed specified  minimum monthly  payments.  The
specified minimum monthly payments are based on the number of months the policy,
increase  in face  amount or policy  change  that causes a change in the minimum
monthly  payment has been in force.  A policy change that causes a change in the
minimum monthly payment is a change in the face amount, the addition or deletion
of a rider,  or a change in the smoker or non-smoker  underwriting  class on the
policy.  Except for the first 48 months after the date of issue or the effective
date of an  increase,  payments  equal to the  minimum  monthly  payment  do not
guarantee that the policy will remain in force.

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

REINSTATEMENT

A lapsed policy may be reinstated  within three years of the date of default and
before the final  payment  date or,  before the  maturity  date,  if the default
occurred  because the outstanding  loan exceeded the policy value less surrender
charges.  In some states,  a time period  other than three years  applies to the
reinstatement provision. The reinstatement takes effect on the monthly

processing date following the date you submit to us:

o        a written application for reinstatement;

o        evidence of insurability satisfactory to us; and

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

Policies which have been surrendered may not be reinstated.

MINIMUM AMOUNT PAYABLE - If reinstatement is requested when less than 48 monthly
insurance  protection charges have been paid since the date of issue or increase
in the face amount, you must pay the LESSER of:

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

o        the SUM of:

(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:

o    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

o    the policy value less any outstanding  loan on the date of default,  not to
     exceed the surrender charge on the date of reinstatement; MINUS

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

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

OTHER POLICY PROVISIONS

POLICY OWNER

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

BENEFICIARY

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

ASSIGNMENT

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

THE FOLLOWING POLICY PROVISIONS MAY VARY BY STATE.

LIMIT ON RIGHT TO CHALLENGE POLICY

Except for fraud,  unless such defense is prohibited by state law, or nonpayment
of premium,  we cannot  challenge the validity of your policy if the insured was
alive  after the  policy had been in force for two years from the date of issue.
This provision does not apply to any riders providing benefits  specifically for
disability or death by accident.  Also, we cannot  challenge the validity of any
increase in the face amount if the insured was alive after the  increase  was in
force for two years from the effective date of the increase.  If your policy was
issued as a result of a conversion of a term life insurance policy issued by us,
the two year period during which we may challenge the policy with respect to the
coverage amount converted is measured from the later of:

o        the issue date of the term life insurance policy; or

o        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:

o        the issue date of the term life insurance policy; or

o        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:

o    the New York Stock  Exchange  is closed  other than  customary  weekend and
     holiday closings;

o        the SEC restricts trading on the New York Stock Exchange; or

o    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 is a summary of federal tax  considerations for U.S. persons 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  life  insurance  company
subsidiaries.  We do not currently  charge for any income tax on the earnings or
realized capital gains in the Separate Account. A charge may apply in the future
for any federal  income  taxes we incur.  The charge may become  necessary,  for
example, if there is a change in our tax status. Any charge would be designed to
cover  the  federal  income  taxes on the  investment  results  of the  separate
account.

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

TAXATION OF THE POLICIES

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

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

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

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

WITHHOLDING

If all or part of a distribution  from the policy is includible in gross income,
the Code  requires us to  withhold  federal  income tax unless the policy  owner
elects,  in writing,  not to have tax withholding  apply. The federal income tax
withholding  rate is generally  10% of the taxable  amount of the  distribution.
Withholding  applies only if the taxable amount of the  distribution is at least
$200. Some states also require withholding for state income taxes.

If payments are delivered to foreign  countries,  however,  the tax  withholding
rate will  generally  be 10%  unless  you  certify to us that you are not a U.S.
person  residing  abroad or a "tax  avoidance  expatriate"  as  defined  in Code
Section 877. Such  certification  may result in  withholding  of federal  income
taxes at a different rate.

POLICY LOANS

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

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

INTEREST DISALLOWANCE

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

MODIFIED ENDOWMENT CONTRACTS

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

o    the  cumulative  premiums and other amounts paid for the policy at any time
     during the first 7 contract years; or

o    during any subsequent  7-year test period  resulting from a material change
     in the policy;

exceed the sum of the net level  premiums  which would have been paid up to such
time if the policy had provided for certain  paid-up  future  benefits after the
payment of 7 level annual premiums.  If to comply with this 7-pay test limit any
premium amount is refunded with applicable  interest no later than 60 days after
the end of the contract year in which it is received,  such refunded amount will
be removed from the cumulative  amount of premiums that is compared against such
7-pay test limit.

If there is any reduction in the policy's benefits,  due to a withdrawal,  death
benefit  reduction or termination of a rider benefit during a 7-pay test period,
the  policy  will be  retested  retroactively  from the start of such  period by
taking  into  account  such  reduced  benefit  level  from such  starting  date.
Generally, any increase in death benefits or other material change in the policy
may be treated as producing a new contract  for 7-pay test  purposes,  requiring
the start of a new 7-pay test period as of the date of such change.

DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS

Under Code Section 72(e)(10),  loans,  withdrawals and other  distributions made
before the insured's death under a MEC, or an assignment or pledge of a MEC, are
includible in gross income on an income-out-first  basis. The amount received or
pledged is treated as allocable  first to the income in the contract and then to
a tax-free  recovery of the policy's  investment in the contract,  or tax basis.
Generally,  a policy's  tax basis is equal to its total  premiums  less  amounts
recovered  tax-free.  To the  extent  that the  policy's  cash  value  (ignoring
surrender  charges  except upon a full  surrender)  exceeds its tax basis,  such
excess  constitutes  its income in the  contract.  However,  under Code  Section
72(e)(11)(A)(i),   where  more  than  one  MEC  has  been  issued  to  the  same
policyholder  by the same insurer,  or an affiliate  during a calendar year, all
such  MECs  are  aggregated  for  purposes  of  determining   the  amount  of  a
distribution from any such MEC that is includible in gross income.

In addition,  any amount  includible in gross income from a MEC  distribution is
subject to a 10%  penalty  tax on  premature  distributions  under Code  Section
72(v), unless the taxpayer has attained age 59 1/2 or is disabled or the payment
is part of a series of  substantially  equal periodic  payments for a qualifying
lifetime period. Furthermore,  under Code Section 72(e)(4)(A), any loan, pledge,
or  assignment  of, or any  agreement to assign or pledge any portion of a MEC's
cash value is treated as producing an amount  received for purposes of these MEC
distribution rules.

It is  unclear to what  extent  this  assignment  rule  applies to a  collateral
assignment  that does not  secure a loan or  pledge,  for  example,  in  certain
split-dollar  arrangements.  Under Code Section  7702A(d)  the MEC  distribution
rules apply not only to:

o    all  distributions  made during the contract year in which the policy fails
     the 7-pay test, and during subsequent years; BUT ALSO TO

o    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:

o        each policy owner's policy value in the sub-account; DIVIDED BY

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

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


<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.

Patrick S.  Baird*****                Director  of  TOLIC  since
                                      1999. Director,  Senior Vice President and
                                      Chief   Operating   Officer  of  PFL  Life
                                      Insurance  Company  since 1996.  Executive
                                      Vice President and Chief Operating Officer
                                      of AEGON USA since 1995.  Chief  Financial
                                      Officer  of AEGON  USA from  1992 to 1995.
                                      President  and Chief Tax  Officer of AEGON
                                      USA from 1984 to 1995.

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.

Brenda K. Clancy*****                 Director of TOLIC since 1999. Senior Vice President, Corporate, of PFL
                                      Life Insurance Company since 1991. Treasurer and Chief Financial
                                      Officer of PFL Life Insurance Company since 1996.

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

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

William R. Gerner*****                Executive Vice President, Diversified Financial Products Division of
                                      TOLIC since 1999.

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

Douglas C. Kolsrud*****               Director of TOLIC since 1999. Director, Senior Vice President, Chief
                                      Investment Officer and Corporate Actuary, Investment Division, of PFL
                                      Life Insurance Company.

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

Larry N. Norman*****                  Executive Vice President, Financial Markets Division of TOLIC since
                                      1999.

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

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

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

DIRECTORS AND PRINCIPAL OFFICERS OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY (CONTINUED)

Craig D. Vermie*****                  Director of TOLIC since 1999. Director, Vice President and General
                                      Counsel, Corporate, of PFL Life Insurance Company since 1990.

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

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

Sally Yamada*                         Vice President and Treasurer of TOLIC since 1999.
</TABLE>

*The business address is 1150 South Olive Street, Los Angeles, California 90015.

**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.

*****The business address is 4333 Edgewood Road, N.W., Cedar Rapids, Iowa 52449.

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

DISTRIBUTION

Transamerica   Securities  Sales  Corporation   (TSSC)  acts  as  the  principal
underwriter and general distributor of the policies. TSSC is registered with the
SEC as a broker-dealer and is a member of the National Association of Securities
Dealers (NASD).  TSSC was organized on February 26, 1986,  under the laws of the
state of Maryland.  Broker-dealers  sell the policies  through their  registered
representatives who are appointed by us.

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

We intend to recoup commissions and other sales expenses through:

o        the payment expense charge;

o        the surrender charge; and

o    investment  earnings on amounts  allocated  under the policies to the fixed
     account.

Commissions paid on the policies,  including other  incentives or payments,  are
not charged to policy owners or to the separate account.

REPORTS

We will maintain the records for the separate account. We will promptly send you
statements of transactions under your policy, including:

o        payments;

o        changes in face amount;

o        changes in death benefit option;

o        transfers among sub-accounts and the fixed account;
o        partial withdrawals;

o        increases in loan amount or loan repayments;

o        lapse or default for any reason; and

o        reinstatement.

We  will  send  you an  annual  statement  that  summarizes  all  of  the  above
transactions  and deductions of charges during the policy year. It will also set
forth the status of the death benefit, policy value, surrender value, amounts in
the sub-accounts and fixed account,  and any policy loans. We will send you such
reports containing financial statements and other information for the portfolios
as the 1940 Act requires.

PERFORMANCE INFORMATION

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

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

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

We take a representative policy owner and assume that:


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

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

o        there was a full surrender at the end of the applicable period.

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

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

o        Dow Jones Industrial Average, or DJIA;

o        Shearson Lehman Aggregate Bond Index;

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

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

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

o        the Consumer Price Index.

Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect  deductions for insurance and administration  charges,  separate account
charges and 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: o the relationship  between sectors of
the  economy  and the  economy as a whole and its  effect on various  securities
markets,  investment strategies and techniques,  such as value investing, market
timing,   dollar  cost  averaging,   asset  allocation  and  automatic   account
rebalancing;

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

o        customer profiles and hypothetical payment and investment scenarios;

o        financial management and tax and retirement planning; and

o
investment   alternatives   to  certificates  of  deposit  and  other  financial
     instruments,   including   comparisons   between  the   policies   and  the
     characteristics of, and market for, the financial instruments.

In each table below,  One-Year  Total  Return  refers to the total of the income
generated  by a  sub-account,  based  on  certain  charges  and  assumptions  as
described in the respective  tables,  for the one-year period ended December 31,
1999.  Average Annual Total Return is based on the same charges and assumptions,
but  reflects  the  hypothetical  annually  compounded  return  that  would have
produced the same cumulative  return if the  sub-account's  performance had been
constant over the entire  period.  Because  average annual total returns tend to
smooth out  variations in annual  performance  return,  they are not the same as
actual year-by-year results.


<PAGE>
<TABLE>
<CAPTION>


                                     TABLE I
                             SUB-ACCOUNT PERFORMANCE
             NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY

The  following  performance  information  is  based  on  the  periods  that  the
portfolios  have  been  in  existence.  The  data  is  net  of  expenses  of the
portfolios, all sub-account charges, and all policy charges, including surrender
charges for a representative policy. It is assumed that the insured is male, age
45, standard  non-smoker  underwriting class, that the face amount of the policy
is $200,000,  that the death benefit option is the level option,  that an annual
payment of $3,800,  approximately  the guideline level premium,  was made at the
beginning  of each  policy  year,  that  all  payments  were  allocated  to each
sub-account  individually,  and that there was a full surrender of the policy at
the end of the applicable period. Returns are for the period ending December 31,
1999.

- --------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------                                         10 Year or
                                                                                       Life of the
                                                                                      Portfolio (if
                                                                                      Less than 10       Number
                                                                          5 Year       Years Since         of
                                                                          Average      Inception)      Years Since
                                                Portfolio     1 Year      Annual     Average Annual     Inception
Sub-Account                                     Inception      Total       Total      Total Return      (if Less
Investing in the                                   Date       Return      Return                         than 10
Corresponding Portfolio                                                                                  Years)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>          <C>        <C>            <C>
Alger American Income & Growth                   11/15/88     -86.28%     21.49%         13.52%            N/A
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Alliance VP Growth and Income                    1/14/91     -100.00%     11.85%          9.20%           8.96
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Alliance VP Premier Growth                       6/26/92      -95.12%     24.71%         19.33%           7.51
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Appreciation                         4/05/93     -100.00%     13.56%         11.72%           6.74
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                            8/31/90     -100.00%      3.12%         30.37%           9.33
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced                      9/13/93      -99.96%     12.66%         11.67%           6.30
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth              9/13/93      -67.05%     22.15%         21.21%           6.30
- --------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------------------------------------------
                                                                                       10 Year or
                                                                                       Life of the
                                                                                      Portfolio (if
                                                                                      Less than 10       Number
                                                                          5 Year       Years Since         of
                                                                          Average      Inception)      Years Since
Sub-Account                                     Portfolio     1 Year      Annual     Average Annual     Inception
Investing in the                                Inception      Total       Total      Total Return      (if Less
Corresponding Portfolio                            Date       Return      Return                         than 10
                                                                                                         Years)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                          7/24/95      -56.30%       N/A          23.18%           4.44
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
MFS VIT Growth With Income                       10/9/95     -100.00%       N/A           5.84%           4.23
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                 7/26/95     -100.00%       N/A           8.67%           4.43
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
MS UIF Emerging Markets Equity                   10/01/96     -40.50%       N/A          -11.72%          3.25
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
MS UIF Fixed Income                              1/02/97     -100.00%       N/A          -24.53%          2.99
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
MS UIF High Yield                                1/02/97     -100.00%       N/A          -20.67%          2.99
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
MS UIF International Magnum                      1/02/97     -100.00%       N/A          -14.47%          2.99
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                8/01/88     -100.00%      7.26%         11.07%            N/A
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)              8/01/88     -100.00%     -5.40%          5.22%            N/A
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth and Income           1/02/98     -100.00%       N/A          -24.95%          2.00
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth(3)                       2/26/69      -90.35%     30.42%         21.72%            N/A
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                    1/02/98     -100.00%       N/A          -49.56%          1.99
- --------------------------------------------------------------------------------------------------------------------

(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, 1999.

- ------------------------------------------------------------------------------------------------------------------
                                                                                      10 Year or
                                                                                      Life of the
                                                                                     Portfolio (if
                                                                                     Less than 10      Number
                                                                          5 Year      Years Since        of
                                                                          Average     Inception)     Years Since
Sub-Account                                     Portfolio     1 Year      Annual    Average Annual    Inception
Investing in the                                Inception      Total       Total     Total Return     (if Less
Corresponding Portfolio                            Date       Return      Return                       than 10
                                                                                                       Years)
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Alger American Income & Growth                   11/15/88     35.66%      30.39%        17.27%           N/A
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Alliance VP Growth and Income                    1/14/91       6.06%      21.47%        13.74%          8.96
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Alliance VP Premier Growth                       6/26/92      26.01%      33.41%        24.31%          7.51
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Appreciation                         4/05/93       6.14%      23.04%        17.98%          6.74
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                            8/31/90      17.28%      13.58%        33.77%          9.33
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced                      9/13/93      20.71%      22.21%        18.42%          6.30
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth              9/13/93      56.61%      31.01%        27.41%          6.30
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                          7/24/95      68.29%        N/A         33.47%          4.44
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
MFS VIT Growth With Income                       10/09/95      1.61%        N/A         18.23%          4.23
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                 7/26/95      18.14%        N/A         20.09%          4.43
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
MS UIF Emerging Markets Equity                   10/01/96     85.42%        N/A          8.82%          3.25
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
MS UIF Fixed Income                              1/02/97      -6.32%        N/A          2.35%          2.99
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
MS UIF High Yield                                1/02/97       2.00%        N/A          5.42%          2.99
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
MS UIF International Magnum                      1/02/97      19.22%        N/A         10.45%          2.99
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                8/01/88      -0.01%      17.30%        14.96%           N/A
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)              8/01/88      -6.51%       6.09%         9.51%           N/A
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth and Income           1/02/98      14.14%        N/A         20.65%          2.00
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth(3)                       2/26/69      31.22%      38.81%        25.09%           N/A
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                    1/02/98      -0.37%        N/A          1.15%          1.99
- ------------------------------------------------------------------------------------------------------------------
</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:

o        the shares of the portfolio are no longer available for investment; OR

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

Where the 1940 Act or other law  requires,  we will not  substitute  any  shares
respecting a policy  interest in a sub-account  without  notice to policy owners
and prior approval of the SEC and state

insurance  authorities.  The separate  account may, as the law allows,  purchase
other securities for other policies or allow a conversion  between policies on a
policy owner's request.

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

Shares of the portfolios are issued to other separate  accounts of  Transamerica
and  its  affiliates  that  fund  variable  annuity  contracts.  Shares  of  the
portfolios  are also  issued to other  unaffiliated  insurance  companies.  This
practice is referred to as shared funding.  It is conceivable that in the future
such mixed funding or shared  funding may be  disadvantageous  for variable life
policy owners or variable  annuity policy  owners.  We do not believe that mixed
funding is currently  disadvantageous  to either variable life insurance  policy
owners or variable annuity policy owners. We will monitor events to identify any
material conflicts among policy owners because of mixed funding.  If we conclude
that separate  portfolios  should be established  for variable life and variable
annuity separate accounts, we will bear the expenses.
We may  change the policy to  reflect a  substitution  or other  change and will
notify  policy  owners  of the  change.  Subject  to any  approvals  the law may
require, the separate account or any sub-accounts may be:

o        operated as a management company under the 1940 Act;

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

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

FURTHER INFORMATION

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

MORE INFORMATION ABOUT THE FIXED
ACCOUNT

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

GENERAL DESCRIPTION

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

We  guarantee  amounts  allocated  to the fixed  account as to  principal  and a
minimum rate of interest.  The interest  rates credited to the portion of policy
value in the fixed  account  are set by us,  but will  never be less than 4% per
year. We may establish higher interest rates, and the initial interest rates and
the renewal interest rates may be different.  We will guarantee initial interest
rates  on  amounts  allocated  to the  fixed  account,  either  as  payments  or
transfers, to the next policy anniversary.  At each policy anniversary,  we will
credit the renewal  interest rate  effective on that date to money  remaining in
the fixed account. We will guarantee this rate for one year. The initial and the
renewal  interest  rates do not apply to the portion of the policy  value in the
fixed account which secures any outstanding loan.

TRANSFERS, SURRENDERS, PARTIAL
WITHDRAWALS AND POLICY LOANS

If a policy is  surrendered  or if a partial  withdrawal  is made,  a  surrender
charge or partial  withdrawal  charge  may be  imposed.  On a  decrease  in face
amount,  the  surrender  charge  deducted is a fraction of the charge that would
apply to a full surrender. We deduct partial withdrawals from the portion of the
policy value allocated to the fixed account on a last-in/first-out basis.

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

Policy  loans may also be made from the portion of the policy value in the fixed
account.  We will  credit  that part of the  policy  value  that is equal to any
outstanding loan with interest at an effective annual yield of at least 6.0% or,
for preferred  loans,  7.5%. For policies issued subject to the  jurisdiction of
the Virgin  Islands,  the effective  annual yield will be at least 4.0% and, for
preferred loans, 5.5%.

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

      INDEPENDENT AUDITORS

The  statutory-basis  financial  statements of Transamerica at December 31, 1999
and 1998, and for each of the three years in the period ended December 31, 1999,
and for each of the two periods indicated therein,  and the financial statements
of Separate  Account VUL-1 at December 31, 1999 appearing in the prospectus have
been audited by Ernst & Young LLP, Independent  Auditors,  as set forth in their
attached  reports.  The financial  statements  audited by Ernst & Young LLP have
been  included in reliance  upon such reports  given upon the  authority of such
firm as experts in accounting and auditing.

FINANCIAL STATEMENTS

Statutory-basis  financial  statements  for  Transamerica  are  included in this
prospectus,  starting on the next page. The statutory-basis financial statements
of Transamerica  should be considered only as bearing on our ability to meet our
obligations  under the policy.  They should not be  considered as bearing on the
investment performance of the assets held in the separate account.


<PAGE>

AUDITED FINANCIAL STATEMENTS
Transamerica Occidental Life Insurance Company Separate Account VUL-1
Year ended December 31, 1999
with Report of Independent Auditors


<PAGE>


                             Separate Account VUL-1
                 Transamerica Occidental Life Insurance Company

                          Audited Financial Statements

                          Year ended December 31, 1999

<TABLE>
<CAPTION>


                                    CONTENTS

<S>                                                                                                <C>
Report of Independent Auditors......................................................................1

Financial Statements

Statement of Assets and Liabilities.................................................................2
Statement of Operations.............................................................................6
Statement of Changes in Net Assets.................................................................10
Notes to Financial Statements......................................................................17

</TABLE>



<PAGE>


1




                         Report of Independent Auditors

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

We have audited the accompanying statement of assets and liabilities of Separate
Account VUL-1 of Transamerica  Occidental Life Insurance  Company  (comprised of
the Alger American Income & Growth,  Alliance VPF Growth & Income,  Alliance VPF
Premier Growth,  Dreyfus VIF Capital Appreciation,  Dreyfus VIF Small Cap, Janus
Aspen Balanced,  Janus Aspen Worldwide Growth,  MFS VIT Emerging Growth, MFS VIT
Growth with Income,  MFS VIT Research,  MSDW (formerly  Morgan Stanley) UF Fixed
Income,  MSDW (formerly  Morgan  Stanley) UF High Yield,  MSDW (formerly  Morgan
Stanley)  UF  International   Magnum,  OCC  Accumulation   Trust  Managed,   OCC
Accumulation  Trust Small Cap,  Transamerica VIF Growth,  Transamerica VIF Money
Market,  PIMCO StockPlus  Growth & Income and MSDW (formerly  Morgan Stanley) UF
Emerging  Markets  Equity  sub-accounts)  as of December 31,  1999,  the related
statements of operations for the year then ended,  and changes in net assets for
the  year  then  ended  and for the  period  April  13,  1998  (commencement  of
operations)  to  December  31,  1998.   These   financial   statements  are  the
responsibility of Separate Account VUL-1's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence  with the fund  managers.  An audit also  includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  each  of the  respective
sub-accounts  comprising Separate Account VUL-1 of Transamerica  Occidental Life
Insurance  Company at December 31, 1999, the results of their operations for the
year then ended, and the changes in their net assets for the year then ended and
for the period April 13, 1998 (commencement of operations) to December 31, 1998,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.


March 31, 2000


<PAGE>
<TABLE>
<CAPTION>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Assets and Liabilities

                                December 31, 1999


                                         ALGER
                                       AMERICAN      ALLIANCE VPF    ALLIANCE VPF    DREYFUS VIF     DREYFUS VIF
                                    INCOME & GROWTHGROWTH & INCOME     PREMIER         CAPITAL          SMALL
                                      SUB-ACCOUNT    SUB-ACCOUNT        GROWTH       APPRECIATION        CAP
                                                                     SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                    --------------------------------------------------------------------------------

- -------------------------------------
ASSETS
<S>                                   <C>            <C>             <C>             <C>             <C>
Investments, at fair value            $    566,182   $    610,410    $  1,010,429    $     804,280   $    662,267
Due from Transamerica Life                      20             12              30                2             24
                                    --------------------------------------------------------------------------------

Total assets                               566,202        610,422       1,010,459          804,282        662,291

LIABILITIES
Due to Transamerica Life                         -              -               -                -              -
                                    --------------------------------------------------------------------------------
Total liabilities                                -              -               -                -              -
                                    --------------------------------------------------------------------------------

Net assets                            $    566,202   $    610,422    $  1,010,459    $     804,282   $    662,291
                                    ================================================================================

Accumulation units outstanding          30,957.96      46,822.72       56,026.46       58,872.76       55,774.94
                                    ================================================================================

Net asset value and redemption
   price per unit                     $     18.29    $     13.04     $     18.04     $     13.66     $     11.87
                                    ================================================================================

Investment sub-account information:

     Number of mutual fund shares       32,206.02      28,013.29       24,979.72       20,172.56        9,982.92

     Net asset value per share        $     17.58    $     21.79     $     40.45     $     39.87     $     66.34

     Investment cost                  $   428,016    $   601,814     $    851,423    $    742,779    $    539,088


See accompanying notes.


<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Assets and Liabilities (continued)

                                December 31, 1999


                                                     JANUS                          MFS VIT                    MSDW STANLEY UF
                                     JANUS           ASPEN          MFS VIT         GROWTH                          FIXED
                                     ASPEN         WORLDWIDE        EMERGING         WITH          MFS VIT          INCOME
                                    BALANCED         GROWTH          GROWTH         INCOME         RESEARCH      SUB-ACCOUNT
                                  SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
Investments, at fair value       $      780,850  $    1,482,912  $     516,797   $      247,226 $     177,741   $      139,183
Due from Transamerica Life                   10              60             49                5             6                -
                                ------------------------------------------------------------------------------------------------

Total assets                            780,860       1,482,972        516,846          247,231       177,747          139,183


LIABILITIES
Due to Transamerica Life                      -               -              -                -             -                2
                                ------------------------------------------------------------------------------------------------
Total liabilities                             -               -              -                -             -                2
                                ------------------------------------------------------------------------------------------------

Net assets                       $      780,860  $    1,482,972  $     516,846   $      247,231 $     177,747   $      139,181
                                ================================================================================================

Accumulation units
   outstanding                        48,209.34       74,855.35      23,220.92       19,691.38       12,277.69       13,493.48
                                ================================================================================================

Net asset value and
   redemption price per unit      $       16.20   $       19.81   $      22.26    $      12.56   $       14.48   $       10.32
                                ================================================================================================

Investment sub-account
   information:

     Number of mutual fund
       shares                         27,967.40       31,055.76      13,621.42       11,601.43        7,615.31       13,849.05

     Net asset value per share   $        27.92  $        47 .75 $       37.94   $        21.31 $       23.34   $        10.05

     Investment cost             $      666,174  $    1,057,715  $     337,720   $      230,991 $     149,936   $      145,814


See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Assets and Liabilities (continued)

                                December 31, 1999


                                                                      OCC             OCC                      TRANSAMERICA VIF
                                    MSDW UF         MSDW UF       ACCUMULATION    ACCUMULATION   TRANSAMERICA       MONEY
                                      HIGH       INTERNATIONAL   TRUST MANAGED  TRUST SMALL CAP       VIF           MARKET
                                     YIELD           MAGNUM       SUB-ACCOUNT     SUB-ACCOUNT       GROWTH       SUB-ACCOUNT
                                  SUB-ACCOUNT     SUB-ACCOUNT                                     SUB-ACCOUNT
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
Investments, at fair value       $      150,930  $      149,530  $     227,789   $       83,943 $   3,726,623   $      667,565
Due from Transamerica Life                    -               4              -                2           236                -
                                ------------------------------------------------------------------------------------------------

Total assets                            150,930         149,534        227,789           83,945     3,726,859          667,565


LIABILITIES
Due to Transamerica Life                      3               -              -                -             -                -
Total liabilities                             3               -              -                -             -                -
                                ------------------------------------------------------------------------------------------------

Net assets                       $      150,927  $      149,534  $     227,789   $       83,945 $   3,726,859   $      667,565
                                ================================================================================================

Accumulation units
   outstanding                        13,950.00      11,559.78       21,146.80        9,500.91     205,466.36       619,944.82
                                ================================================================================================

Net asset value and
   redemption price per unit     $        10.82  $       12.94   $       10.77   $        8.84  $        18.14  $         1.08
                                ================================================================================================

Investment sub-account
   information:

     Number of mutual fund
       shares                         14,739.28      10,765.27         5,218.54       3,727.48     140,045.94       667,565.28

     Net asset value per share   $        10.24  $       13.89   $        43.65  $        22.52 $        26.61  $         1.00

     Investment cost             $      155,352  $      128,490  $      221,860  $       82,924 $    2,920,645  $      667,565

</TABLE>

See accompanying notes.



<PAGE>

<TABLE>
<CAPTION>

                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Assets and Liabilities (continued)

                                December 31, 1999


                                                                               PIMCO          MSDW UF
                                                                             STOCKPLUS    EMERGING MARKETS
                                                                              GROWTH &         EQUITY
                                                                               INCOME       SUB-ACCOUNT
                                                                            SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                        <C>             <C>
Investments, at fair value                                                 $           6   $          137
Due from Transamerica Life                                                             -                -
                                                                          ---------------------------------

Total assets                                                                           6              137


LIABILITIES
Due to Transamerica Life                                                               -                -
                                                                          ---------------------------------
Total liabilities                                                                      -                -
                                                                          ---------------------------------

Net assets                                                                 $           6   $          137
                                                                          =================================

Accumulation units
   outstanding                                                                      0.53            9.23
                                                                          =================================

Net asset value and
   redemption price per unit                                               $       11.76   $      14.79
                                                                          =================================

Investment sub-account information:

   Number of mutual fund shares                                                      0.46           9.87

   Net asset value per share                                               $        13.56  $       13.84

   Investment cost                                                         $            7  $          112


See accompanying notes.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                             Statement of Operations

                          Year ended December 31, 1999


                                            ALGER
                                          AMERICAN     ALLIANCE VPF   ALLIANCE VPF    DREYFUS VIF    DREYFUS VIF
                                          INCOME &    GROWTH & INCOME    PREMIER        CAPITAL         SMALL
                                           GROWTH       SUB-ACCOUNT      GROWTH      APPRECIATION        CAP
                                         SUB-ACCOUNT                   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------

- ----------------------------------------
<S>                                      <C>            <C>            <C>             <C>           <C>
Investment income                        $     8,912    $  29,215      $     4,298     $    7,402    $       213
- ----------------------------------------

- ----------------------------------------
Expenses:
- ----------------------------------------
   Mortality and expense risk charge          (2,213)      (2,551)          (3,856)        (3,792)        (3,107)
- -------------------------------------------------------------------------------------------------------------------

- ----------------------------------------
Net investment income (expense)                6,699       26,664              442          3,610         (2,894)
- ----------------------------------------

- ----------------------------------------
Net realized and unrealized gain (loss) on investments:
- ----------------------------------------
     Realized gain (loss) on
       investment transactions                13,563        3,884           34,524          5,372            488
- ----------------------------------------
     Unrealized appreciation
       (depreciation) of investments         125,112       (3,440)         137,666         43,894        104,191
- -------------------------------------------------------------------------------------------------------------------

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

- ----------------------------------------
Net gain (loss) on investments               138,675          444          172,190         49,266        104,679
- -------------------------------------------------------------------------------------------------------------------

- ----------------------------------------
Net increase (decrease) in net
   assets resulting from                 $   145,374    $  27,108      $   172,632     $   52,876    $   101,785
   operations
- ---------------------------------------============================================================================

See accompanying notes.




<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

                          Year ended December 31, 1999


                                                                  JANUS                     MFS VIT
                                                    JANUS         ASPEN       MFS VIT        GROWTH                    MSDW UF
                                                    ASPEN       WORLDWIDE     EMERGING        WITH        MFS VIT       FIXED
                                                  BALANCED       GROWTH        GROWTH        INCOME      RESEARCH       INCOME
                                                 SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------
Investment income                                $    12,581    $    1,385   $        1    $     760     $      994   $    6,063
- ------------------------------------------------

- ------------------------------------------------
Expenses:
- ------------------------------------------------
   Mortality and expense risk charge                  (3,223)       (4,886)      (2,102)      (1,150)          (849)        (621)
- -----------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------
Net investment income (expense)                        9,358        (3,501)      (2,101)        (390)           145        5,442
- ------------------------------------------------

- ------------------------------------------------
Net realized and unrealized gain (loss) on investments:
- ------------------------------------------------
     Realized gain (loss) on investment
       transactions                                    5,132        25,128       61,562        2,275          9,062         (746)
- ------------------------------------------------
     Unrealized appreciation (depreciation)
       of investments                                 96,875       399,231      158,947        9,900         21,192       (5,312)
- -----------------------------------------------------------------------------------------------------------------------------------

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

- ------------------------------------------------
Net gain (loss) on investments                       102,007       424,359      220,509       12,175         30,254       (6,058)
- -----------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------
Net increase (decrease) in net assets
   resulting from operations                     $   111,365    $  420,858   $  218,408    $  11,785     $   30,399   $     (616)
- -----------------------------------------------====================================================================================

See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

                          Year ended December 31, 1999


                                                                              OCC             OCC
                                                            MSDW UF       ACCUMULATION    ACCUMULATION                  TRANSAMERICA
                                          MSDW UF HIGH   INTERNATIONAL   TRUST MANAGED  TRUST SMALL CAP TRANSAMERICA VIF  VIF MONEY
                                              YIELD          MAGNUM       SUB-ACCOUNT     SUB-ACCOUNT        GROWTH         MARKET
                                           SUB-ACCOUNT    SUB-ACCOUNT                                      SUB-ACCOUNT  SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------
Investment income                          $     11,079   $      1,333    $      6,501     $       243    $     7,412      $ 20,838
- ------------------------------------------

- ------------------------------------------
Expenses:
- ------------------------------------------
   Mortality and expense risk charge               (889)          (619)         (1,341)           (415)       (14,814)       (3,718)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------
Net investment income (expense)                  10,190            714           5,160            (172)        (7,402)       17,120
- ------------------------------------------

- ------------------------------------------
Net realized and unrealized gain (loss) on investments:
- ------------------------------------------
     Realized gain (loss) on investment
       transactions                                 426          1,917             969             487         19,373             -
- ------------------------------------------
     Unrealized appreciation
       (depreciation) of investments             (3,139)        20,493           1,090          (1,273)       762,517             -
- -----------------------------------------------------------------------------------------------------------------------------------

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

- ------------------------------------------
Net gain (loss) on investments                   (2,713)        22,410           2,059            (786)       781,890             -
- -----------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------
Net increase (decrease) in net
   assets resulting from operations        $      7,477   $     23,124    $      7,219     $      (958)   $   774,488      $ 17,120
- -----------------------------------------===========================================================================================

See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Operations (continued)

                          Year ended December 31, 1999


                                                                                  PIMCO        MSDW UF
                                                                               STOCK PLUS      EMERGING
                                                                                GROWTH &       MARKETS
                                                                                 INCOME         EQUITY
                                                                               SUB-ACCOUNT   SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
Investment income                                                              $       -      $       -
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
Expenses:
- ------------------------------------------------------------------------------
   Mortality and expense risk charge                                                   -              -
- -----------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
Net investment income (expense)                                                        -              -
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments:
- ------------------------------------------------------------------------------
   Realized gain (loss) on investment transactions                                     -              -
- ------------------------------------------------------------------------------
   Unrealized appreciation (depreciation) of investments                               -             25
- -----------------------------------------------------------------------------------------------------------

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

- ------------------------------------------------------------------------------
Net gain (loss) on investments                                                         -             25
- -----------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                $       -      $      25
- -----------------------------------------------------------------------------==============================

See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Changes in Net Assets

                          Year ended December 31, 1999


                                                                ALGER
                                                               AMERICAN    ALLIANCE VPF  ALLIANCE VPF   DREYFUS VIF   DREYFUS VIF
                                                               INCOME &      GROWTH &       PREMIER       CAPITAL        SMALL
                                                                GROWTH        INCOME        GROWTH      APPRECIATION      CAP
                                                             SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------
Increase (decrease) in net assets:
- -------------------------------------------------------------
   From operations:
- -------------------------------------------------------------
     Net investment income (expense)                          $     6,699   $    26,664   $       442    $     3,610   $    (2,894)
- -------------------------------------------------------------
     Realized gain (loss) on investment transactions               13,563         3,884        34,524          5,372           488
- -------------------------------------------------------------
     Unrealized appreciation (depreciation)
       of investments                                             125,112        (3,440)      137,666         43,894       104,191
- ------------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                                145,374        27,108       172,632         52,876       101,785
- -------------------------------------------------------------

- -------------------------------------------------------------
From policy related transactions:
- -------------------------------------------------------------
   Premiums deposited                                             199,030       188,512       611,419        385,174       254,005
- -------------------------------------------------------------
   Redemptions                                                    (30,830)      (38,171)      (78,645)       (53,061)      (40,785)
- -------------------------------------------------------------
   Transfers between fixed account and sub-accounts               170,267       279,117       172,196        212,752       123,253
- ------------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------
Net increase in net assets resulting from policy related
   transactions                                                   338,467       429,458       704,970        544,865       336,473
- ------------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------
Total increase in net assets                                      483,841       456,566       877,602        597,741       438,258
- -------------------------------------------------------------

- -------------------------------------------------------------
Net assets at beginning of year                                    82,361       153,856       132,857        206,541       224,033
- ------------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------
Net assets at end of year                                     $   566,202   $   610,422   $ 1,010,459    $   804,282   $   662,291
- ------------------------------------------------------------========================================================================

See accompanying notes.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

                          Year ended December 31, 1999


                                                                JANUS                       MFS VIT
                                                 JANUS          ASPEN         MFS VIT        GROWTH                       MSDW UF
                                                 ASPEN        WORLDWIDE      EMERGING         WITH         MFS VIT         FIXED
                                               BALANCED        GROWTH         GROWTH         INCOME       RESEARCH        INCOME
                                              SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------
Increase (decrease) in net assets:
- ---------------------------------------------
   From operations:
- ---------------------------------------------
<S>                                           <C>            <C>            <C>            <C>           <C>            <C>
     Net investment income (expense)          $     9,358    $     (3,501)  $    (2,101)   $     (390)   $       145    $     5,442
- ---------------------------------------------
     Realized gain (loss) on investment
       transactions                                 5,132          25,128        61,562         2,275          9,062           (746)
- ---------------------------------------------
     Unrealized appreciation (depreciation)
       of investments                              96,875         399,231       158,947         9,900         21,192         (5,312)
- ------------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------
Net increase (decrease) in net assets
   resulting from operations                      111,365         420,858       218,408        11,785         30,399           (616)
- ---------------------------------------------

- ---------------------------------------------
From policy related transactions:
- ---------------------------------------------
   Premiums deposited                             372,741         474,430       231,628       101,497         81,529         91,127
- ---------------------------------------------
   Redemptions                                    (51,671)        (69,087)      (34,977)      (17,573)       (14,877)       (14,531)
- ---------------------------------------------
   Transfers between fixed account and
     sub-accounts                                 196,882         435,173       (20,642)       74,885         31,605         26,153
- ------------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------
Net increase in net assets resulting
   from policy related transactions               517,952         840,516       176,009       158,809         98,257        102,749
- ------------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------
Total increase in net assets                      629,317       1,261,374       394,417       170,594        128,656        102,133
- ---------------------------------------------

- ---------------------------------------------
Net assets at beginning of year                   151,543         221,598       122,429        76,637         49,091         37,048
- ------------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------
Net assets at end of year                     $   780,860    $  1,482,972   $   516,846    $  247,231    $   177,747    $   139,181
- --------------------------------------------========================================================================================

See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

                          Year ended December 31, 1999


                                                                           OCC            OCC                       TRANSAMERICA
                                           MSDW UF        MSDW UF     ACCUMULATION   ACCUMULATION  TRANSAMERICA VIF      VIF
                                             HIGH      INTERNATIONAL  TRUST MANAGED TRUST SMALL CAP     GROWTH          MONEY
                                            YIELD         MAGNUM       SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT       MARKET
                                         SUB-ACCOUNT    SUB-ACCOUNT                                                  SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Increase (decrease) in net assets:
- -----------------------------------------
   From operations:
- -----------------------------------------
     Net investment income (expense)      $    10,190   $       714    $      5,160   $      (172)   $     (7,402)   $    17,120
- -----------------------------------------
     Realized gain (loss) on
       investment transactions                    426         1,917             969           487          19,373              -
- -----------------------------------------
     Unrealized appreciation
       (depreciation) of investments           (3,139)       20,493           1,090        (1,273)        762,517              -
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net increase (decrease) in net assets
   resulting from operations                    7,477        23,124           7,219          (958)        774,488         17,120
- -----------------------------------------

- -----------------------------------------
From policy related transactions:
- -----------------------------------------
   Premiums deposited                          59,348        87,061          68,604        38,037       1,670,015      2,903,307
- -----------------------------------------
   Redemptions                                (18,320)      (13,429)        (15,386)       (5,997)       (249,380)       (99,333)
- -----------------------------------------
   Transfers between fixed account and
     sub-accounts                              18,401        23,842          40,694        21,836         789,554     (2,531,306)
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net increase in net assets resulting
   from policy related transactions            59,429        97,474          93,912        53,876       2,210,189        272,668
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Total increase in net assets                   66,906       120,598         101,131        52,918       2,984,677        289,788
- -----------------------------------------

- -----------------------------------------
Net assets at beginning of year                84,021        28,936         126,658        31,027         742,182        377,777
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------
Net assets at end of year                 $   150,927   $   149,534    $    227,789   $    83,945    $  3,726,859    $   667,565
- ----------------------------------------===========================================================================================

See accompanying notes.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

                          Year ended December 31, 1999


                                                                               PIMCO      MSDW UF EMERGING
                                                                             STOCKPLUS        MARKETS
                                                                              GROWTH &         EQUITY
                                                                               INCOME       SUB-ACCOUNT
                                                                            SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets:
   From operations:
<S>                                                                        <C>             <C>
     Net investment income (expense)                                       $           -   $          -
     Realized gain (loss) on investment transactions                                   -              -
     Unrealized appreciation (depreciation) of investments                             -             25
                                                                          ---------------------------------

Net increase (decrease) in net assets resulting from operations                        -             25

From policy related transactions:
   Premiums deposited                                                                  8             58
   Redemptions                                                                        (2)           (22)
   Transfers between fixed account and sub-accounts                                    -             76
                                                                          ---------------------------------

Net increase in net assets resulting from policy related transactions                  6            112
                                                                          ---------------------------------

Total increase in net assets                                                           6            137

Net assets at beginning of year                                                        -              -
                                                                          ---------------------------------

Net assets at end of year                                                  $           6   $        137
                                                                          =================================


See accompanying notes.


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                       Statement of Changes in Net Assets

     Period April 13, 1998 (Commencement of Operations) to December 31, 1998


                                                              ALGER
                                                             AMERICAN    ALLIANCE VPF  ALLIANCE VPF   DREYFUS VIF   DREYFUS VIF
                                                             INCOME &      GROWTH &      PREMIER        CAPITAL        SMALL
                                                              GROWTH        INCOME        GROWTH     APPRECIATION       CAP
                                                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
- ----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

     Period April 13, 1998 (Commencement of Operations) to December 31, 1998


                                                                 JANUS                       MFS VIT
                                                   JANUS         ASPEN        MFS VIT        GROWTH                      MSDW UF
                                                   ASPEN       WORLDWIDE      EMERGING        WITH         MFS VIT        FIXED
                                                  BALANCED       GROWTH        GROWTH        INCOME        RESEARCH       INCOME
                                                SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                 Statement of Changes in Net Assets (continued)

     Period April 13, 1998 (Commencement of Operations) to December 31, 1998


                                                                            OCC             OCC                      TRANSAMERICA
                                            MSDW UF        MSDW UF      ACCUMULATION   ACCUMULATION   TRANSAMERICA        VIF
                                              HIGH      INTERNATIONAL      TRUST      TRUST SMALL CAP      VIF           MONEY
                                             YIELD         MAGNUM         MANAGED       SUB-ACCOUNT      GROWTH         MARKET
                                          SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT                    SUB-ACCOUNT    SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

</TABLE>

See accompanying notes.



<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1999


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

In accordance with the terms of the Policy,  all payments are directed either to
the fixed  account or to  sub-accounts  within the  Separate  Account.  Payments
allocated to the Separate Account by policy owners must be allocated to purchase
units of any or all of the Separate  Account's  nineteen  sub-accounts,  each of
which invests  exclusively  in a specific  corresponding  mutual fund  portfolio
(Fund).  The mutual fund portfolios are comprised of the Alger American Income &
Growth,  Alliance VPF Growth & Income,  Alliance VPF Premier Growth, Dreyfus VIF
Capital Appreciation,  Dreyfus VIF Small Cap, Janus Aspen Balanced,  Janus Aspen
Worldwide Growth,  MFS VIT Emerging Growth,  MFS VIT Growth with Income, MFS VIT
Research,  MSDW (formerly Morgan Stanley) UF Fixed Income,  MSDW(formerly Morgan
Stanley) UF High Yield,  MSDW(formerly Morgan Stanley) UF International  Magnum,
OCC Accumulation Trust Managed,  OCC Accumulation Trust Small Cap,  Transamerica
VIF Growth,  Transamerica VIF Money Market,  PIMCO StockPlus Growth & Income and
MSDW (formerly  Morgan  Stanley) UF Emerging  Markets Equity  sub-accounts.  The
PIMCO  Stock  Plus  Growth  &  Income  and  MSDW  UF  Emerging   Markets  Equity
sub-accounts  have been available to  policyholders  since October 15, 1999. The
Funds  are  open-end  management   investment  companies  registered  under  the
Investment Company Act of 1940.

BASIS OF PRESENTATION

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


<PAGE>


                            Separate Account VUL-1 of
                 Transamerica Occidental Life Insurance Company

                    Notes to Financial Statements (continued)




1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

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

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

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

2. EXPENSES AND CHARGES

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

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



<PAGE>


3. REMUNERATION

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

4. INVESTMENT TRANSACTIONS
<TABLE>
<CAPTION>

The aggregate  cost of purchases  and the  aggregate  proceeds from the sales of
investments for the year ended December 31, 1999 were:

                                      ALGER
                                 AMERICAN INCOME   ALLIANCE VPF   ALLIANCE VPF    DREYFUS VIF
                                     & GROWTH    GROWTH & INCOME     PREMIER        CAPITAL
                                   SUB-ACCOUNT     SUB-ACCOUNT       GROWTH       APPRECIATION
                                                                   SUB-ACCOUNT    SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------

- ----------------------------------
<S>                               <C>             <C>             <C>            <C>
Aggregate purchases               $     395,032   $     479,753   $     809,169  $     576,897
                                 ================================================================

Aggregate proceeds from sales     $      49,883   $      23,640   $     103,783  $      28,422
                                 ================================================================

                                                                      JANUS
                                   DREYFUS VIF        JANUS           ASPEN         MFS VIT
                                      SMALL           ASPEN         WORLDWIDE   EMERGING GROWTH
                                       CAP           BALANCED        GROWTH       SUB-ACCOUNT
                       SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------

- ----------------------------------
Aggregate purchases               $     367,357    $    549,511    $    910,211   $    307,056
- ---------------------------------================================================================

- ----------------------------------
Aggregate proceeds from sales     $      33,794    $     22,215    $     73,250   $    133,202
- ---------------------------------================================================================

                                     MFS VIT
                                      GROWTH                         MSDW UF        MSDW UF
                                       WITH          MFS VIT          FIXED           HIGH
                                      INCOME         RESEARCH        INCOME          YIELD
                                   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------

- ----------------------------------
Aggregate purchases                $    181,502    $    131,018    $    125,524   $     84,043
- ---------------------------------================================================================

- ----------------------------------
Aggregate proceeds from sales      $     23,087    $     32,620    $     17,331   $     14,422
- ---------------------------------================================================================


<PAGE>


4. INVESTMENT TRANSACTIONS (CONTINUED)

                                                       OCC             OCC
                                     MSDW UF       ACCUMULATION   ACCUMULATION  TRANSAMERICA VIF
                                  INTERNATIONAL   TRUST MANAGED  TRUST SMALL CAP     GROWTH
                                      MAGNUM       SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                                   SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------

- ----------------------------------
Aggregate purchases                $    115,333    $    119,879    $     64,545   $  2,291,435
- ---------------------------------================================================================

- ----------------------------------
Aggregate proceeds from sales      $     17,149    $     20,804    $     10,842   $     88,901
- ---------------------------------================================================================

                                                   TRANSAMERICA       PIMCO         MSDW UF
                                                       VIF          STOCKPLUS   EMERGING MARKETS
                                                      MONEY         GROWTH &         EQUITY
                                                      MARKET         INCOME       SUB-ACCOUNT
                                                   SUB-ACCOUNT     SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------

- --------------------------------------------------
Aggregate purchases                                $  2,633,647    $          7   $        112
- -------------------------------------------------================================================

- --------------------------------------------------
Aggregate proceeds from sales                      $  2,343,859    $          -   $          -
- -------------------------------------------------================================================


</TABLE>


<PAGE>



<PAGE>



                 Transamerica Occidental Life Insurance Company

                     Financial Statements - Statutory Basis

                                   Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>

                                    CONTENTS

<S>                                                                                                    <C>
Report of Independent Auditors..........................................................................1

Audited Financial Statements

Balance Sheets - Statutory Basis........................................................................3
Statements of Operations - Statutory Basis..............................................................5
Statements of Changes in Capital and Surplus - Statutory Basis..........................................6
Statements of Cash Flow - Statutory Basis...............................................................7
Notes to Financial Statements - Statutory Basis.........................................................9

Statutory Basis Financial Statement Schedules

Summary of Investments - Other Than Investments in Related Parties -
   Statutory Basis.....................................................................................39
Supplementary Insurance Information - Statutory Basis..................................................40
Reinsurance - Statutory Basis..........................................................................42

</TABLE>


<PAGE>


2







                         Report Of Independent Auditors

Board of Directors
Transamerica Occidental Life Insurance Company

We have audited the accompanying  statutory-basis balance sheets of Transamerica
Occidental  Life  Insurance  Company as of December  31, 1999 and 1998,  and the
related  statutory-basis  statements  of  operations,  changes  in  capital  and
surplus,  and cash flow for each of the three years in the period ended December
31, 1999. Our audits also included the  accompanying  statutory-basis  financial
statement  schedules  required by Article 7 of Regulation  S-X. These  financial
statements and schedules are the responsibility of the Company's management. Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedules based on our audits.

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

As described in Note 1 to the  financial  statements,  the Company  presents its
financial  statements  in conformity  with  accounting  practices  prescribed or
permitted by the California Department of Insurance, which practices differ from
accounting  principles  generally  accepted in the United States.  The variances
between such  practices  and  accounting  principles  generally  accepted in the
United  States  also are  described  in Note 1.  The  effects  on the  financial
statements of these variances are not reasonably  determinable  but are presumed
to be material.

In our opinion, because of the effects of the matters described in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with accounting  principles  generally accepted in the United States,
the financial  position of  Transamerica  Occidental  Life Insurance  Company at
December 31, 1999 and 1998,  or the results of its  operations or its cash flows
for each of the three years in the period December 31, 1999.



<PAGE>


However,  in our opinion,  the  financial  statements  referred to above present
fairly,  in all  material  respects,  the  financial  position  of  Transamerica
Occidental Life Insurance Company at December 31, 1999 and 1998, and the results
of its  operations  and its cash flow for each of the three  years in the period
ended December 31, 1999, in conformity with accounting  practices  prescribed or
permitted by the California  Department of Insurance.  Also, in our opinion, the
related financial statement schedules,  when considered in relation to the basic
statutory-basis  financial  statements  taken as a whole,  present fairly in all
material respects the information set forth therein.



March 31, 2000


<PAGE>


3
<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

                        Balance Sheets - Statutory Basis

                                 (Dollars in thousands, except per share amounts)


                                                                                   DECEMBER 31
                                                                             1999              1998
                                                                      --------------------------------------

ADMITTED ASSETS Cash and invested assets:
<S>                                                                     <C>               <C>
   Bonds                                                                $    12,820,804   $    12,135,178
   Preferred stocks - unaffiliated                                               77,231            40,941
   Preferred stocks - subsidiaries                                               58,219            56,860
   Common stocks - unaffiliated                                               1,270,039           773,490
   Common stocks - subsidiaries                                                 984,400           965,485
   Mortgage loans on real estate                                                385,590           387,038
   Real estate                                                                  101,195           102,748
   Policy loans                                                                 409,534           410,628
   Cash and short-term investments                                              132,454           513,557
   Other investments                                                            218,997           194,264
                                                                      --------------------------------------
Total cash and invested assets                                               16,458,463        15,580,189


Federal income tax receivable                                                   160,075                 -
Accrued investment income                                                       226,823           210,932
Deferred and uncollected premiums                                               227,722          (807,951)
Reinsurance receivable                                                          249,225         1,201,639
Other admitted assets                                                           245,696           255,744
Separate account assets                                                       4,229,395         3,443,277
                                                                      --------------------------------------
Total admitted assets                                                   $    21,797,399   $    19,883,830
                                                                      ======================================


<PAGE>


15








                                                                                  DECEMBER 31
                                                                            1999              1998
                                                                     --------------------------------------

LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
   Reserves for future policy benefits                                 $     9,695,196   $     9,428,282
   Policy and contract claims payable                                          296,789           156,147
   Supplementary contracts without life contingencies                          208,349           215,548
   Funding agreements                                                        2,228,261         1,927,054
   Other policy liabilities                                                    114,442           115,361
   Funds held under coinsurance                                              2,274,229         2,123,810
   Asset valuation reserve                                                     578,958           400,616
   Interest maintenance reserve                                                 58,721            61,514
   Other liabilities                                                           310,404           285,030
   Separate account liabilities                                              4,068,126         3,326,306
                                                                     --------------------------------------
Total liabilities                                                           19,833,475        18,039,668

Capital and surplus:
   Common Stock ($12.50 par value):
     Authorized - 4,000,000 shares
     Issued and outstanding - 2,206,933 shares                                  27,587            27,587
   Contributed surplus                                                         509,600           372,538
   Unassigned surplus                                                        1,426,737         1,444,037
                                                                     --------------------------------------
Total capital and surplus                                                    1,963,924         1,844,162
                                                                     --------------------------------------
Total liabilities and capital and surplus                              $    21,797,399   $    19,883,830
                                                                     ======================================
</TABLE>

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

                   Statements of Operations - Statutory Basis

                             (Dollars in thousands)

                                                                         YEAR ENDED DECEMBER 31
                                                                  1999            1998            1997
                                                            -------------------------------------------------
Revenues:
<S>                                                           <C>             <C>             <C>
   Premiums and annuity considerations                        $   1,368,016   $   1,608,525   $   1,715,745
   Fund deposits                                                    351,170         363,889         395,162
   Considerations for supplementary contracts without life
     contingencies                                                  212,513         259,660         240,065
   Net investment income                                          1,125,042       1,078,543       1,028,054
   Commissions and expense allowances on reinsurance ceded
                                                                    469,910         471,943         283,794
   Other                                                            550,544         900,281         228,649
                                                            -------------------------------------------------
                                                                  4,077,195       4,682,841       3,891,469
Benefits and expenses:
   Benefits paid or provided for:
     Death benefits                                                 392,276         595,585         432,019
     Annuity benefits                                               582,542         570,424         754,609
     Disability benefits                                             10,199          36,590         139,278
     Surrender benefits and other fund withdrawals                  694,766         616,224         429,449
     Increase (decrease) in reserves                                266,814        (447,419)       (631,054)
     Payments on supplementary contracts                            231,717         243,383         235,594
     Endowments                                                       2,397           2,504           2,000
     Other                                                          112,059         102,093          96,546
                                                            -------------------------------------------------
                                                                  2,292,770       1,719,384       1,458,441
   Expenses:
     Commissions and expense allowances                             691,802         728,533         554,979
     Reinsurance reserve transfer                                         -         671,651         792,425
     Other operating expenses                                       857,912       1,300,821         758,855
     Net transfers to separate accounts                              50,572         200,243         152,998
                                                            -------------------------------------------------
                                                                  1,600,286       2,901,248       2,259,257
                                                            -------------------------------------------------
                                                                  3,893,056       4,620,632       3,717,698
                                                            -------------------------------------------------
Gain from operations before dividends to policyholders,
   federal income tax expense (benefit) and net realized
   capital gains (losses)                                           184,139          62,209         173,771
Dividends to policyholders                                            9,294           8,206           9,453
                                                            -------------------------------------------------
Gain from operations before federal income tax expense
   (benefit) and net realized capital gains (losses)                174,845          54,003         164,318
Federal income tax expense (benefit)                                 30,330         (70,408)         58,514
                                                            -------------------------------------------------
Gain from operations before net realized capital gains
   (losses)                                                         144,515         124,411         105,804
Net realized capital gains (losses)                                  17,515          76,071          (9,332)
                                                            -------------------------------------------------
Net income                                                    $     162,030   $     200,482   $      96,472
                                                            =================================================

See accompanying notes.


<PAGE>


                 Transamerica Occidental Life Insurance Company

                          Statements of Changes in Capital and Surplus - Statutory Basis

                             (Dollars in thousands)


                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

Capital and surplus at beginning of year               $    1,844,162    $    1,556,228   $    1,249,045
Net income                                                    162,030           200,482           96,472
Increase in net unrealized capital gains                      119,420           261,540          246,829
Increase in non-admitted assets and
   related items                                               (2,824)          (45,392)         (41,778)
(Decrease) increase in liability for reinsurance in
   unauthorized companies                                      (4,646)           (3,137)           1,038
Increase in asset valuation reserve                          (178,342)          (39,153)         (66,577)
Increase in surplus in separate account statement
                                                               16,637            32,572           29,459
Contributed capital                                           137,062             3,800          127,194
Prior year adjustments                                        (14,710)          (21,276)         (47,998)
Dividends paid to parent                                      (79,000)          (80,000)         (61,311)
Change in benefit reserve valuation basis                           -                 -           (7,782)
Increase (decrease) as a result of
   reinsurance                                                (35,865)          (21,502)          31,637
                                                     ------------------------------------------------------
Capital and surplus at end of year                     $    1,963,924    $    1,844,162   $    1,556,228
                                                     ======================================================

See accompanying notes.



<PAGE>


                 Transamerica Occidental Life Insurance Company

                    Statements of Cash Flow - Statutory Basis

                             (Dollars in thousands)


                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------
OPERATING ACTIVITIES
Premiums and annuity considerations                    $      319,552    $    2,642,142   $    1,612,975
Fund deposits                                                 351,170           363,889          395,162
Other policy proceeds and considerations                      212,546           259,627          240,280
Allowances and reserve adjustments received on
   reinsurance ceded                                        1,861,584            93,368          249,623
Investment income received                                  1,088,846         1,068,856          996,628
Other income received                                         141,247           194,037          274,793
Life and accident and health claims paid                     (266,727)         (661,006)        (487,861)
Surrender benefits and other fund withdrawals paid
                                                             (695,777)         (618,854)        (442,793)
Annuity and other benefits paid                              (962,151)         (948,840)      (1,046,532)
Commissions, other expenses and taxes
   paid                                                    (1,027,317)         (950,827)        (777,851)
Dividends paid to policyholders                                (9,136)           (8,102)         (10,101)
Federal income taxes received (paid)                         (146,945)           15,764          (12,411)
Reinsurance reserve transfers and other                      (618,898)       (1,891,421)      (1,552,528)
                                                     ------------------------------------------------------
Net cash provided by (used in) operating activities
                                                              247,994          (441,367)        (560,616)

INVESTING ACTIVITIES
Proceeds from investments sold, matured
   or repaid:
     Bonds                                                  2,993,985         3,938,693        3,525,839
     Stocks                                                   220,666           488,559          138,284
     Mortgage loans                                            11,248            37,335           34,216
     Real estate                                                3,050            20,300            3,660
     Other invested assets                                        200             3,984            8,580
     Miscellaneous proceeds                                       407           (25,830)           7,140
                                                     ------------------------------------------------------
Total investment proceeds                                   3,229,556         4,463,041        3,717,719
Taxes paid on capital gains                                         -                 -           (7,481)
                                                     ------------------------------------------------------
Net proceeds from sales, maturities, or repayments
   of investments                                           3,229,556         4,463,041        3,710,238


<PAGE>


                 Transamerica Occidental Life Insurance Company

                               Statements of Cash Flow - Statutory Basis (continued)

                             (Dollars in thousands)


                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

Cost of investments acquired:
   Bonds                                               $   (3,656,035)   $   (4,225,623)  $   (4,103,637)
   Stocks                                                    (611,404)         (331,131)        (311,708)
   Mortgage loans                                              (9,800)         (121,139)         (40,000)
   Real estate                                                 (5,064)           (7,030)          (2,765)
   Other invested assets                                      (35,204)          (36,752)          (2,031)
   Miscellaneous applications                                 (93,194)                -                -
                                                     ------------------------------------------------------
Total cost of investments acquired                         (4,410,701)       (4,721,675)      (4,460,141)
Net decrease (increase) in policy loans                         1,094            (3,174)          (7,996)
                                                     ------------------------------------------------------
Net cost of investments acquired                           (4,409,607)       (4,724,849)      (4,468,137)
                                                     ------------------------------------------------------
Net cash used in investing activities                      (1,180,051)         (261,808)        (757,899)

Financing and miscellaneous activities:
   Other cash provided:
     Capital and surplus paid-in                              137,062             3,800          127,194
     Other sources                                            562,978         1,485,965        1,558,615
                                                     ------------------------------------------------------
Total other cash provided                                     700,040         1,489,765        1,685,809

Other cash provided (applied):
   Dividends paid to shareholders                             (79,000)          (80,000)         (61,311)
   Other applications, net                                    (70,086)         (347,482)        (162,103)
                                                     ------------------------------------------------------
Total other cash provided (applied)                          (149,086)         (427,482)        (223,414)
                                                     ------------------------------------------------------
Net cash provided by financing and miscellaneous
   activities                                                 550,954         1,062,283        1,462,395
                                                     ------------------------------------------------------
Net (decrease) increase in cash and short-term
   investments                                               (381,103)          359,108          143,880

Cash and short-term investments:
   Beginning of year                                          513,557           154,449           10,569
                                                     ------------------------------------------------------
   End of year                                         $      132,454    $      513,557   $      154,449
                                                     ======================================================

See accompanying notes.


</TABLE>

<PAGE>


                 Transamerica Occidental Life Insurance Company

                 Notes to Financial Statements - Statutory Basis

                                December 31, 1999


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Transamerica  Occidental  Life  Insurance  Company (the Company) is domiciled in
California.  The Company is a wholly owned subsidiary of Transamerica  Insurance
Corporation of California,  which is a wholly owned  subsidiary of  Transamerica
Corporation.   The  Company  has  three  wholly  owned  insurance  subsidiaries:
Transamerica  Life Insurance and Annuity  Company  (TALIAC),  Transamerica  Life
Insurance Company of Canada and Transamerica Life Insurance Company of New York.
TALIAC  has  one  wholly  owned  insurance  subsidiary,  Transamerica  Assurance
Company.  During  1999,  Transamerica  Corporation  was merged  with an indirect
wholly owned  subsidiary of AEGON N.V., a holding  company  organized  under the
laws of the Netherlands.

NATURE OF BUSINESS

The Company engages in providing life insurance,  pension and annuity  products,
reinsurance,   structured   settlements   and  investment   products  which  are
distributed through a network of independent and  company-affiliated  agents and
independent  brokers. The Company's customers are primarily in the United States
and are distributed in 50 states (reinsurance is the only product distributed in
New York).

BASIS OF PRESENTATION

Certain amounts reported in the accompanying  financial  statements are based on
management's  best estimates and judgment,  subject to the minimum  requirements
imposed by  regulatory  authorities.  Actual  results  could  differ  from those
estimates.

The  accompanying  financial  statements  have been prepared in conformity  with
statutory  accounting  practices (SAP) prescribed or permitted by the California
Department of Insurance (the California Department), which vary in some respects
from accounting  principles  generally accepted in the United States (GAAP). The
more significant variances from GAAP are as follows:

     The  accounts  and  operations  of  the  Company's   subsidiaries  are  not
     consolidated  but are  included  in  investments  in  common  stocks at the
     statutory net carrying  value.  Changes in the  subsidiaries'  net carrying
     values are charged or credited directly to unassigned surplus.


<PAGE>


                 Transamerica Occidental Life Insurance Company

           Notes to Financial Statements - Statutory Basis (continued)




1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

     Bonds,  where  permitted,  are  carried  at  amortized  cost,  rather  than
     segregating  the  portfolio  into  held-to-maturity  (reported at amortized
     cost), available-for-sale (reported at fair value) and trading (reported at
     fair value) classifications.

     The costs of acquiring new and renewal  business,  such as commissions  and
     underwriting and policy issue costs, are expensed when incurred rather than
     deferred and amortized over the terms of the related policies.

     Certain assets  recognized under GAAP,  principally  agents' debit balances
     and  computer   software,   are   "non-admitted"   and  excluded  from  the
     accompanying  financial  statements  under SAP and are charged  directly to
     unassigned surplus.

     Reserves for future  policy  benefits  generally  are  calculated  based on
     mortality and interest  assumptions  that are  statutorily  required rather
     than using estimated  expected  experience or actual account balances.  The
     policy liabilities are reported net, rather than gross, of ceded amounts.

     Revenues for interest-sensitive life policies and investment-type contracts
     consist of the entire premium received and benefits  represent the benefits
     paid and the change in policy reserves.  Under GAAP,  premiums  received in
     excess of  policy  charges  are not  recognized  as  revenue  and  benefits
     represent  the excess of benefits  paid over the policy  account  value and
     interest credited to the account value.

     An Interest  Maintenance  Reserve  (IMR) is provided  which defers  certain
     realized  capital gains and losses  attributable  to changes in the general
     level of interest  rates.  Such deferred gains or losses are amortized into
     investment  income over the remaining period to maturity based on groupings
     of individual securities sold in five-year bands.

     An Asset Valuation  Reserve (AVR) is provided which  reclassifies a portion
     of surplus to liabilities.  The AVR is calculated  according to a specified
     formula  as   prescribed   by  the   National   Association   of  Insurance
     Commissioners  (NAIC) and is intended to stabilize  the  Company's  surplus
     against  possible  fluctuations  in the  market  values  of  bonds,  equity
     securities, mortgage loans, real estate, and other invested assets. Changes
     in the required AVR balance are charged or credited  directly to unassigned
     surplus.


<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

     Deferred federal income taxes are not provided for differences  between the
     financial statement amounts and tax bases of assets and liabilities.

     Policyholder  dividends are recognized  when declared  rather than over the
term of the related policies.

     A liability for reinsurance balances has been provided for unsecured policy
     reserves  ceded to  reinsurers  unauthorized  by  license  to  assume  such
     business.  Changes to those  amounts are  credited  or charged  directly to
     unassigned   surplus.   Under  GAAP,  an  allowance   for  amounts   deemed
     uncollectible would be established through a charge to earnings.

Other significant accounting policies are as follows:

INVESTMENTS

Investments are shown on the following bases:

     Bonds - where  permitted,  at  amortized  cost;  all others are  carried at
     values  prescribed by the  Securities  Valuation  Office of the NAIC (SVO);
     premiums  and  discounts  are  amortized  using the  interest  method.  For
     loan-backed bonds, the interest method including anticipated prepayments at
     the date of purchase is used. Prepayment  assumptions for loan-backed bonds
     are  estimated  using  broker  dealer  survey  values  and are based on the
     current  interest  rate  and  economic   environment.   The   retrospective
     adjustment method is used to value all securities, except for interest-only
     securities which are valued using the prospective method.

     Preferred  stocks - where permitted at cost, all others are carried at fair
value based on NAIC values.



<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

     Common  stocks - at fair  value  based on NAIC  market  values,  except for
     investments in subsidiaries which are at statutory net carrying values.

     Mortgage loans on real estate - at the aggregate unpaid balances.

     Real estate - at depreciated cost less encumbrances,  except for properties
     acquired in  satisfaction  of debt,  which are carried at the lower of fair
     value or cost, less encumbrances.

     Policy loans - at the aggregate unpaid principal balances.

     Other  investments  -  primarily  at the  lower  of  cost  or  fair  value.
     Derivative  instruments,  included in other investments in the accompanying
     balance sheet, are valued in accordance with the NAIC Accounting  Practices
     and Procedures  manual and Purposes and  Procedures  manual of the SVO. All
     derivative  instruments are used for hedging purposes and valued on a basis
     consistent with the hedged item.

The Company uses interest rate swaps, caps and floors, options and certain other
derivatives as part of its overall  interest rate risk  management  strategy for
certain  life  insurance  and  annuity  products.   As  the  Company  only  uses
derivatives for hedging purposes,  the Company values all derivative instruments
on a consistent basis as the hedged item. Upon termination,  gains and losses on
those  instruments are included in the carrying values of the underlying  hedged
items  and are  amortized  over  the  remaining  lives  of the  hedged  items as
adjustments  to  investment  income  or  benefits  from the  hedged  items.  Any
unamortized  gains or losses are recognized when the underlying hedged items are
sold.

Interest   rate  swap   contracts   are  used  to  convert  the  interest   rate
characteristics (fixed or variable) of certain investments to match those of the
related  insurance  liabilities  that the investments  are  supporting.  The net
interest  effect of such swap  transactions  is  reported  as an  adjustment  of
interest income from the hedged items as incurred.



<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

Interest rate caps and floors are used to limit the effects of changing interest
rates on yields of  variable  rate or  short-term  assets  or  liabilities.  The
initial cost of any such  agreements is amortized to net investment  income over
the life of the agreement.  Periodic payments that are receivable as a result of
the agreements are accrued as an adjustment of interest  income or benefits from
the hedged item.

Gains  and  losses  on   disposal  of   investments   are   recognized   on  the
specific-identification  basis.  Changes in the statutory  fair values of stocks
and those bonds carried at values  prescribed by the SVO,  rather than amortized
cost, are reported as unrealized gains or losses directly in unassigned  surplus
and, accordingly, have no effect on net income.

Short-term investments include investments with maturities of less than one year
at date of acquisition.

SEPARATE ACCOUNTS

The Company administers segregated asset accounts for pension and other clients.
The assets of the separate  accounts are not subject to liabilities  arising out
of any  business  the  Company  may  conduct  and are  reported  at fair  value.
Investment  risks  associated with fair value changes are primarily borne by the
clients. The liabilities of the separate accounts represent reserves established
to meet withdrawal and future benefit payment provisions of the contracts.

POLICY RESERVES AND CONTRACT CLAIMS

Life,  annuity,  and accident and health benefit  reserves are calculated  based
upon published tables using such interest rate assumptions and valuation methods
that will provide, in the aggregate,  reserves that meet the amounts required by
the California  Department.  The Company waives deduction of deferred fractional
premiums upon death of the insureds and returns any portion of the final premium
beyond the date of death.  Additional  reserves are established  where the gross
premiums on any  insurance in force are less than the net premiums  according to
the standard valuation set by the California Department.


<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

POLICY RESERVES AND CONTRACT CLAIMS (CONTINUED)

Contract claim  liabilities  include  provisions for reported  claims and claims
incurred but not reported, net of reinsurance ceded.

PREMIUM REVENUES

Premiums from life  insurance  policies are  recognized as revenue when due, and
premiums  from annuity  contracts are  recognized  when  received.  Accident and
health premiums are earned pro rata over the terms of the policies.

OTHER REVENUES

Other revenues  consist  primarily of profit  sharing on  reinsurance  ceded and
reserve adjustments on ceded modified coinsurance transactions.

REINSURANCE

Coinsurance premiums, commissions, expense reimbursements,  and reserves related
to reinsured  business are accounted for on bases  consistent with those used in
accounting for the original policies and the terms of the reinsurance contracts.
Gains  associated with reinsurance of inforce blocks of business are included in
surplus rather than gain from operations.  Premiums ceded and recoverable losses
have been reported as a reduction of premium income and benefits, respectively.

PRIOR YEAR ADJUSTMENTS

Prior year adjustments  charged directly to surplus in 1999 related primarily to
expenses incurred for sales practices litigation of $7 million (after tax) and a
suspense asset adjustment of $7 million (after tax).

Prior year adjustments in 1998 relate  primarily to expenses  incurred for sales
practices   litigation  of  $8  million  (after-tax)  and  a  reserve  valuation
adjustment of $13 million (after-tax) on single premium immediate annuities.

Prior year adjustments in 1997 relate  primarily to expenses  incurred for sales
practices  litigation  of  $15  million  (after-tax)  and  a  reserve  valuation
adjustment of $30 million (after-tax) on single premium immediate annuities.


<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain  reclassifications  of 1997 and 1998  amounts  have been made to conform
with the 1999 presentation.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

Fair  values for bonds are based on market  values  prescribed  by the SVO (NAIC
market  values)  rather than on actual or  estimated  market  values.  For bonds
without available NAIC market values, amortized costs are used as estimated fair
values. As of December 31, 1999 and 1998, the fair value of investments in bonds
includes  $5,366 million and $5,215  million,  respectively,  of bonds that were
valued at amortized cost.

Fair values for  preferred  and common  stocks are based on NAIC market  values,
except for  investment  in  subsidiaries  which are at  statutory  net  carrying
values.

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

Fair values for derivative  instruments are estimated using values obtained from
independent pricing services.

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

Fair  values  for  liabilities  under  investment-type  contracts,  included  in
reserves for future policy benefits and other policy liabilities,  are estimated
using discounted cash flow calculations, based on interest rates currently being
offered by similar contracts with maturities consistent with those remaining for
the contracts being valued.



<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
<TABLE>
<CAPTION>

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

                                                                      DECEMBER 31
                                                        1999                               1998
                                         -----------------------------------------------------------------------
                                              CARRYING           FAIR            CARRYING           FAIR
                                               VALUE             VALUE            VALUE             VALUE
                                         -----------------------------------------------------------------------

Financial assets:
<S>                                        <C>               <C>              <C>               <C>
   Bonds                                   $   12,820,804    $   12,681,458   $   12,135,178    $   12,834,818
   Preferred stocks                               135,450            93,071           97,801           100,909
   Common stocks                                2,254,439         2,254,439        1,738,975         1,738,975
   Mortgage loans on real estate                  385,590           363,650          387,038           409,714
   Policy loans                                   409,534           396,956          410,628           388,076
   Floors, caps and swaptions                      56,964            60,129           57,311           149,447
   Cash on hand and on deposit                    132,454           132,454          513,557           513,557
   Accrued investment income                      226,823           226,823          210,932           210,932

                                                                      DECEMBER 31
                                                        1999                               1998
                                         -----------------------------------------------------------------------
                                              CARRYING           FAIR            CARRYING           FAIR
                                               VALUE             VALUE            VALUE             VALUE
                                         -----------------------------------------------------------------------

Financial liabilities (liabilities for investment-type contracts):
     Single and flexible premium
       deferred annuities                  $    2,074,622    $    1,881,238   $    2,112,347    $    1,927,980
     Single premium immediate annuities
                                                4,035,133         4,217,004        3,924,227         4,820,607
     Other deposit contracts                    2,219,143         2,222,305        1,917,574         1,915,954

Off-balance sheet assets (liabilities):
   Exchange derivatives designated as hedges that are in a:
       Receivable position                              -            30,253                -            88,062
       Payable position                                 -           (96,206)               -           (17,025)

The Company enters into various interest-rate agreements in the normal course of
business primarily as a means of managing its interest rate exposure.
</TABLE>


<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

Interest rate swap agreements  generally  involve the periodic exchange of fixed
rate interest and floating rate interest payments by applying a specified market
index to the  underlying  contract or notional  amount,  without  exchanging the
underlying  notional  amounts.   Interest  rate  swap  agreements  are  intended
primarily for asset and liability  management.  The  differential  to be paid or
received on those interest rate swap agreements that are designated as hedges of
financial  assets  is  recorded  on an  accrual  basis  as a  component  of  net
investment  income.  The  differential  to be paid or received on those interest
rate swap agreements  that are designated as hedges of financial  liabilities is
recorded on an accrual basis as a component of benefits paid or provided.  While
the Company is not exposed to credit risk with respect to the  notional  amounts
of the interest rate swap agreements, the Company is subject to credit risk from
potential nonperformance of counterparties  throughout the contract periods. The
amounts  potentially  subject  to such  credit  risk are much  smaller  than the
notional  amounts.  The Company  controls  this  credit  risk by  entering  into
transactions  with  only  a  selected  number  of  high  quality   institutions,
establishing   credit  limits  and  maintaining   collateral  when  appropriate.
Generally,  the  Company is subject  to basis  risk when an  interest  rate swap
agreement  is not  funded.  As of  December  31,  1999,  there were no  unfunded
interest rate swap agreements.

Interest rate floor agreements  generally provide for the receipt of payments in
the event the  average  interest  rates  during a  settlement  period fall below
specified levels under interest rate floor  agreements.  These agreements enable
the Company to transfer,  modify, or reduce its interest rate risk and generally
require up front premium  payments.  The costs of interest rate floor agreements
are amortized over the contractual periods and resulting  amortization  expenses
are included in net  investment  income.  The  conditional  receipts under these
agreements  are recorded on an accrual  basis as a component  of net  investment
income if designated as hedges of financial assets or as a component of benefits
paid or provided if designated as hedges of financial liabilities.



<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
<TABLE>
<CAPTION>

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

                                                     AGGREGATE NOTIONALWEIGHTED AVERAGE
                                                           AMOUNT         FIXED RATE
                                                                                            FAIR VALUE
                                                     ------------------------------------------------------

DECEMBER 31, 1999
Interest rate swap agreements  designated as hedges of financial  assets,  where
   the Company pays:
<S>                                                    <C>                    <C>         <C>
     Fixed rate interest                               $      296,133         6.46%       $       28,092
     Floating rate interest                                 1,516,308         5.95               (90,055)
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                    4,525         6.05                    20
Interest rate swap agreements designated as hedges
   of financial liabilities, where the Company pays:
     Floating rate interest                                   710,981         6.40                (4,394)
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                  237,500         6.13                  (260)
Interest rate floor agreements                                400,000            -                 3,065
Swaptions                                                   6,500,000         6.64                25,211
Call options                                                   31,999            -                31,853



<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

                                                     AGGREGATE NOTIONALWEIGHTED AVERAGE
                                                           AMOUNT         FIXED RATE
                                                                                            FAIR VALUE
                                                     ------------------------------------------------------

DECEMBER 31, 1998
Interest rate swap agreements  designated as hedges of financial  assets,  where
   the Company pays:
     Fixed rate interest                               $       44,950         5.95%       $          280
     Fixed rate interest                                      212,488         5.01               (13,525)
     Floating rate interest                                (1,495,000)        5.40                80,717
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                   15,833         5.06                   110
Interest rate swap agreements designated as hedges
   of financial liabilities, where the Company pays:
     Floating rate interest                                 1,204,456         5.42                 3,781
     Floating rate interest based on one index and
       receives floating rate interest on another
       index                                                   37,500         4.84                  (339)
Interest rate floor agreements                                400,000              -              21,705
Swaptions                                                   6,500,000         5.19               101,754
Call options                                                   30,710              -              25,988
</TABLE>

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

Financial  instruments which potentially subject the Company to concentration of
credit risk consist principally of temporary cash investments, fixed maturities,
derivatives,  mortgage  loans on real estate and  reinsurance  receivables.  The
Company places its temporary cash investments with high credit quality financial
institutions.  Concentration of credit risk with respect to investments in fixed
maturities and mortgage loans on real

<PAGE>


2. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

estate  is  limited  due to the  large  number  of such  investments  and  their
dispersion  across many different  industries and geographic  areas. The Company
places reinsurance with only highly rated insurance  companies.  At December 31,
1999, the Company had no significant concentration of credit risk.

3. INVESTMENTS
<TABLE>
<CAPTION>

The  carrying  value  and  fair  value of  investments  in debt  securities  are
summarized as follows (in thousands):

                                                           GROSS             GROSS
                                        CARRYING         UNREALIZED       UNREALIZED           FAIR
                                          VALUE            GAINS            LOSSES            VALUE
                                    -----------------------------------------------------------------------
DECEMBER 31, 1999
U.S. Treasury securities and
   obligations of U.S. government
   corporations
<S>                                   <C>              <C>               <C>              <C>
   and agencies                       $      189,325   $       11,396    $        1,968   $      198,753
Obligations of states and political
   subdivisions                              106,484            3,673             1,482          108,675
Foreign governments                           50,820              353             3,328           47,845
Corporate securities                       9,345,228          103,079           230,148        9,218,159
Public utilities                           1,718,582           20,020            38,842        1,699,760
Mortgage and other asset- backed
   securities                              1,410,365                -             2,099        1,408,266
                                    -----------------------------------------------------------------------
                                      $   12,820,804   $      138,521    $      277,867   $   12,681,458
                                    =======================================================================


<PAGE>


3. INVESTMENTS (CONTINUED)

                                                           GROSS             GROSS
                                        CARRYING         UNREALIZED       UNREALIZED           FAIR
                                          VALUE            GAINS            LOSSES            VALUE
                                    -----------------------------------------------------------------------
DECEMBER 31, 1998
U.S. Treasury securities and
   obligations of U.S. government
   corporations
   and agencies                       $      148,427   $       57,226    $            -   $      205,653
Obligations of states and political
   subdivisions                              123,255           11,752                 -          135,007
Foreign governments                           39,940            2,115             1,486           40,569
Corporate securities                       8,430,358          476,428            22,687        8,884,099
Public utilities                           2,206,740          176,863               571        2,383,032
Mortgage and other asset- backed
   securities                              1,186,458                -                 -        1,186,458
                                    -----------------------------------------------------------------------
                                      $   12,135,178   $      724,384    $       24,744   $   12,834,818
                                    =======================================================================

Included in bonds is a $150 million note due from  Transamerica  Corporation  at
December 31, 1998.

The carrying  value and fair value of bonds at December 31, 1999, by contractual
maturity, are as follows (in thousands):


                                                                   CARRYING           FAIR
                                                                    VALUE             VALUE
                                                              ------------------------------------

Due in one year or less                                         $      137,778    $      138,280
Due after one year through five years                                2,021,208         2,019,633
Due after five years through ten years                               2,769,210         2,708,056
Due after ten years                                                  6,482,243         6,407,223
Mortgage and other asset-backed securities                           1,410,365         1,408,266
                                                              ------------------------------------
                                                                $   12,820,804    $   12,681,458
                                                              ====================================

Expected  maturities  may differ from  contractual  maturities  because  certain
borrowers have the right to call or prepay  obligations  with or without call or
prepayment penalties.

<PAGE>


3. INVESTMENTS (CONTINUED)

The costs and fair values of preferred  stocks and common  stocks  (unaffiliated
companies) are as follows (in thousands):

                                                       GROSS            GROSS           ESTIMATED
                                                    UNREALIZED        UNREALIZED          FAIR
                                      COST             GAINS            LOSSES            VALUE
                               -----------------------------------------------------------------------

DECEMBER 31, 1999
Preferred stocks                 $       77,231    $        6,399   $       41,182    $       42,448
Common stocks                           662,215           640,014           32,190         1,270,039

DECEMBER 31, 1998
Preferred stocks                 $       40,941    $        3,506   $           18    $       44,429
Common stocks                           299,048           483,421            8,979           773,490

The components of investment in real estate are as follows (in thousands):

                                                                 ACCUMULATED        CARRYING
                                                   COST          DEPRECIATION         VALUE
                                            ------------------------------------------------------

DECEMBER 31, 1999
Properties occupied by the
   Company                                    $      207,709    $      111,331    $       96,378
Other                                                  7,450             2,633             4,817
                                            ------------------------------------------------------
                                              $      215,159    $      113,964    $      101,195
                                            ======================================================

DECEMBER 31, 1998
Properties occupied by the
   Company                                    $      202,933    $      105,330    $       97,603
Other                                                  8,514             3,369             5,145
                                            ------------------------------------------------------
                                              $      211,447    $      108,699    $      102,748
                                            ======================================================

</TABLE>


<PAGE>


3. INVESTMENTS (CONTINUED)

The maximum and minimum  lending rates for mortgage loans during 1999 were 8.48%
and 7.13%, respectively.  The maximum percentage of any one loan to the value of
security at the time of the loan,  exclusive of any purchase money or insured or
guaranteed mortgages,  was 80%. Fire insurance is carried in every case at least
equal to the excess of the loan over the maximum  loan which would be  permitted
by law on the land without the buildings.
<TABLE>
<CAPTION>

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

                                                               YEAR ENDED DECEMBER 31
                                                      1999              1998             1997
                                                -----------------------------------------------------

<S>                                               <C>              <C>               <C>
Bonds                                             $      989,340   $      950,923    $      934,229
Preferred stocks                                           5,078            1,312               790
Common stocks                                             53,192           53,000            43,938
Mortgage loans on real estate                             28,314           28,713            25,031
Real estate                                               28,008           27,288            29,447
Policy loans                                              27,086           24,780            26,061
Cash and short-term investments                           10,526           10,939             4,094
Other investments                                         16,343           17,198              (533)
                                                -----------------------------------------------------
                                                       1,157,887        1,114,153         1,063,057
Investment expense                                       (32,845)         (35,610)          (35,003)
                                                -----------------------------------------------------
                                                  $    1,125,042   $    1,078,543    $    1,028,054
                                                =====================================================

</TABLE>


<PAGE>


3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>

The realized gains and losses and other  information  related to investments are
summarized as follows (in thousands):

                                                                     YEAR ENDED DECEMBER 31
                                                            1999              1998             1997
                                                      -----------------------------------------------------
Net gains (losses) on disposition of investments in:
<S>                                                     <C>              <C>               <C>
     Bonds                                              $        2,993   $       16,522    $      (27,875)
     Preferred stocks                                           (6,085)          (2,405)             (579)
     Common stocks                                              41,011          164,984             9,792
     Other                                                     (90,400)          (7,021)           (1,308)
                                                      -----------------------------------------------------
                                                               (52,481)         172,080           (19,970)
Related income (taxes) recovery                                 71,941          (84,425)           (7,480)
Transfer to the IMR                                             (1,945)         (11,584)           18,118
                                                      -----------------------------------------------------
Net realized capital gains (losses)                     $       17,515   $       76,071    $       (9,332)
                                                      =====================================================

The other loss of $90.4  million in 1999  primarily  results from the net pretax
loss incurred on an ineffective equity collar hedge (see Note 12).

                                                                     YEAR ENDED DECEMBER 31
                                                            1999              1998             1997
                                                      -----------------------------------------------------
Proceeds from disposition of investment in bonds
                                                        $    2,993,985   $    3,938,693    $    3,525,839
Gross gains on disposition of investment
   in bonds                                                     46,135           44,290            24,157
Gross losses on disposition of investment
   in bonds                                                    (43,142)         (27,768)          (52,032)

Change in net unrealized gains (losses):
   Bonds                                                       (5,756)             (871)               -
   Preferred stocks                                             2,271            (2,741)             518
   Common stocks                                              125,177           257,582          242,773
   Real estate                                                      -                 -            3,727
   Other                                                       (2,272)            7,570             (189)
                                                     ------------------------------------------------------
                                                       $      119,420    $      261,540   $      246,829
                                                     ======================================================

</TABLE>

<PAGE>


3. INVESTMENTS (CONTINUED)

Change in net unrealized gains on common stocks in 1999, 1998 and 1997, includes
$(34)  million,  $156  million and $107  million,  respectively,  related to the
increase (decrease) in TALIAC's statutory capital and surplus for those years.

4. REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies,  including affiliated companies. Risks are reinsured with other
companies  to permit  the  recovery  of a portion of the  direct  losses.  These
reinsured risks are treated as though,  to the extent of the  reinsurance,  they
are risks for which the Company is not liable.

Policy  liabilities  and  accruals are  reported in the  accompanying  financial
statements net of reinsurance  ceded.  The Company  remains liable to the extent
the reinsuring  companies do not meet their  obligations under these reinsurance
treaties.
<TABLE>
<CAPTION>

The following summarizes the effect of reinsurance transactions (in thousands):

                                                 CEDED/RETROCEDED TO               ASSUMED FROM
                                            -------------------------------------------------------------
                                DIRECT        AFFILIATED    UNAFFILIATED     AFFILIATED    UNAFFILIATED       NET
                                AMOUNT        COMPANIES      COMPANIES       COMPANIES      COMPANIES        AMOUNT
                           ----------------------------------------------------------------------------------------------

Year ended
   December 31, 1999:
<S>                          <C>              <C>           <C>             <C>             <C>           <C>
     Premium revenue         $    1,409,419   $   112,947   $    1,965,697  $    157,197    $ 1,880,044   $  1,368,016
                           ==============================================================================================

At December 31, 1999:
   Life insurance in force   $  547,304,907   $ 4,881,384   $  365,336,549  $ 17,212,668    $   465,086   $194,764,728
                           ==============================================================================================

Reserves for future policy
   benefits                  $   14,241,446   $ 4,124,327   $    3,056,908  $    233,126    $ 2,401,859   $  9,695,196
Policy and contract claims
   payable                          127,030        40,341          137,047         1,824        345,323        296,789
                           ----------------------------------------------------------------------------------------------
                             $   14,368,476   $ 4,164,668   $    3,193,955  $    234,950    $ 2,747,182   $  9,991,985
                           ==============================================================================================



<PAGE>


4. REINSURANCE (CONTINUED)

                                                CEDED/RETROCEDED TO               ASSUMED FROM
                                           --------------------------------------------------------------
                                DIRECT       AFFILIATED   UNAFFILIATED     AFFILIATED     UNAFFILIATED        NET
                                AMOUNT       COMPANIES      COMPANIES      COMPANIES       COMPANIES         AMOUNT
                           ----------------------------------------------------------------------------------------------

Year ended
   December 31, 1998:
     Premium revenue         $   1,401,733   $   298,339   $   2,193,006  $     198,460   $   2,499,677   $   1,608,525
                           ==============================================================================================

At December 31, 1998:
   Life insurance in force   $ 190,331,317   $   950,789   $ 307,374,066  $  25,093,946   $ 282,821,689   $ 189,922,097
                           ==============================================================================================

Reserves for future policy
   benefits                  $  14,778,562   $ 4,978,700   $   2,931,865  $     136,208   $   2,424,077   $   9,428,282
Policy and contract claims
   payable                         121,330        45,187         316,533         11,018         385,519         156,147
                           ----------------------------------------------------------------------------------------------
                             $  14,899,892   $ 5,023,887   $   3,248,398  $     147,226   $   2,809,596   $   9,584,429
                           ==============================================================================================

Year ended
   December 31, 1997:
     Premium reserve         $   1,434,511   $   245,606   $   1,296,529  $      75,853   $   1,747,516   $   1,715,745
                           ==============================================================================================

At December 31, 1997:
   Life insurance in force   $ 175,258,666   $         -   $ 272,918,826  $  26,199,512   $ 223,688,654   $ 152,228,006
                           ==============================================================================================

Reserves for future policy
   benefits                  $  15,117,147   $ 5,457,334   $   2,731,647  $      15,306   $   2,922,166   $   9,865,638
Policy and contract claims
   payable                          94,040        42,804         197,351         20,854         357,125         231,864
                           ----------------------------------------------------------------------------------------------
                             $  15,211,187   $ 5,500,138   $   2,928,998  $      36,160   $   3,279,291   $  10,097,502
                           ==============================================================================================



<PAGE>


4. REINSURANCE (CONTINUED)

                                                            CEDED TO          ASSUMED
                                           DIRECT            OTHER          FROM OTHER           NET
                                           AMOUNT          COMPANIES         COMPANIES          AMOUNT
                                      -----------------------------------------------------------------------

Year ended December 31, 1999:
     Benefits paid or provided          $    1,632,298   $    1,499,809    $    1,086,642   $    1,219,131
                                      =======================================================================

Year ended December 31, 1998:
     Benefits paid or provided          $    1,576,300   $    1,147,899    $    1,020,085   $    1,448,486
                                      =======================================================================

Year ended December 31, 1997:
     Benefits paid or provided          $    1,631,249   $      955,287    $      887,538   $    1,563,500

                                      =======================================================================
</TABLE>

5. INCOME TAXES

The Company's  taxable income or loss is included in the consolidated  return of
Transamerica  Corporation  for the  period  ended July 21,  1999.  The method of
allocation  between the companies for the period ended July 21, 1999, is subject
to written agreement  approved by the Board of Directors.  Tax payments are made
to, or refunds  received from,  Transamerica  Corporation in amounts which would
result from filing separate tax returns with federal taxing authorities,  except
that tax benefits  attributable  to operating  losses and other  carryovers  are
recognized   currently  since  utilization  of  these  benefits  is  assured  by
Transamerica  Corporation.  The  provision  does  not  purport  to  represent  a
proportionate share of the consolidated tax.

For the period  beginning July 22, 1999, the Company will join in a consolidated
tax return with certain life affiliates:  TALIAC, Transamerica Assurance Company
and  Transamerica  Life Insurance  Company of New York. The method of allocation
between the companies for the period beginning July 22, 1999, will be subject to
written  agreement to be approved by the Board of Directors.  It is  anticipated
that this  agreement  will require that tax payments are made to, or refunds are
received from,  TOLIC,  in amounts which would results from filing  separate tax
returns with federal taxing authorities.



<PAGE>


5. INCOME TAXES (CONTINUED)

Amounts due from  Transamerica  Corporation  for federal  income  taxes are $160
million at December  31,  1999.  Amounts  due to  Transamerica  Corporation  for
federal  income taxes were $28.5 million at December 31, 1998,  and are included
in accounts payable and other liabilities in the accompanying balance sheet.

Following is a reconciliation  of federal income taxes computed at the statutory
rate with the  income  tax  provision,  excluding  income  taxes  related to net
realized gains on investment transactions (in thousands):
<TABLE>
<CAPTION>

                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

<S>                                                    <C>               <C>              <C>
Federal income taxes at statutory rate                 $       61,196    $       18,901   $       57,511
Difference between statutory and tax reserves
                                                               (1,153)           (3,463)          10,045
Deferred acquisition costs capitalized,
   net of amortization                                         13,326             4,677           10,652
Reinsurance adjustments                                       (14,442)           (7,525)          12,900
Difference in statutory and tax bases
   of investments                                              (2,399)          (10,990)          (4,149)
Adjustment to prior year tax provision                         24,640           (13,055)           4,689
Tax credits                                                   (16,000)          (17,698)         (11,127)
Nontaxable affiliate dividends                                (17,500)          (17,500)         (14,000)
Other                                                         (17,338)          (23,755)          (8,007)
                                                     ------------------------------------------------------
Provision (benefit) for income taxes                   $       30,330    $      (70,408)  $       58,514
                                                     ======================================================
</TABLE>

Under the Life Insurance Company Income Tax Act of 1959, a portion of "gain from
operations" was not subject to current income taxation but was accumulated,  for
tax purposes,  in a memorandum  account  designated as  "policyholders'  surplus
account." The balance in this account was frozen at December 31, 1983,  pursuant
to the Deficit  Reduction Act of 1984.  This amount would become  subject to tax
when it exceeds a certain maximum or when cash dividends are paid therefrom. The
policyholders'  surplus  account balance at December 31, 1999, was $118 million.
Should the entire amount in the  policyholders'  surplus account become taxable,
the tax thereon  computed at current rates would amount to  approximately  $41.3
million.  No income  taxes  have been  provided  on the  policyholders'  surplus
account since the conditions that would cause such taxes are remote.


<PAGE>


6. INVESTMENTS IN SUBSIDIARIES

The Company's  investment in common stocks of its wholly owned subsidiaries with
carrying values, based on the statutory capital and surplus of the subsidiaries,
is summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                      CARRYING VALUE
                                                                         COST
                                                                   ------------------------------------
     At December 31, 1999:
<S>                                                                  <C>              <C>
        TALIAC                                                       $      238,418   $      797,109
        Other                                                               206,041          187,291
                                                                   ------------------------------------
                                                                     $      444,459   $      984,400
                                                                   ====================================

     At December 31, 1998:
        TALIAC                                                       $      237,448   $      830,829
        Others                                                              179,891          134,656
                                                                   ------------------------------------
                                                                   $ 417,339        $ 965,485
                                                                   ====================================
</TABLE>

The  Company  received a $50  million  dividend in 1999 and 1998 from its wholly
owned subsidiary, TALIAC.

The Company's  investment in preferred  stocks of subsidiaries is  substantially
all  represented  by an investment in  Transamerica  Life  Insurance  Company of
Canada.

Certain financial  information with respect to TALIAC,  the Company's  principal
subsidiary, is as follows (in thousands):
<TABLE>
<CAPTION>

                                                                             DECEMBER 31
                                                                       1999               1998
                                                                ---------------------------------------

<S>                                                               <C>                <C>
     Cash and investments                                         $    14,046,255    $    13,582,175
     Other assets                                                       6,339,057          4,783,063
                                                                ---------------------------------------
     Total assets                                                      20,385,312         18,365,238

     Aggregate reserves                                                 9,221,606          8,084,356
     Other liabilities                                                 10,366,597          9,450,053
                                                                ---------------------------------------
     Total liabilities                                                 19,588,203         17,534,409
                                                                ---------------------------------------
     Total capital and surplus                                    $       797,109    $       830,829
                                                                =======================================
</TABLE>


<PAGE>


7. DEFERRED AND UNCOLLECTED PREMIUMS
<TABLE>
<CAPTION>

Components of deferred and uncollected premiums are as follows:

                                                   GROSS           LOADING             NET
                                             ------------------------------------------------------

DECEMBER 31, 1999
Life and annuity:
<S>                                           <C>              <C>               <C>
   Ordinary first-year business               $        8,630   $            -    $        8,630
   Ordinary renewal business                         183,107           36,000           147,107
   Group life direct business                          2,095                -             2,095
                                             ------------------------------------------------------
                                                     193,832           36,000           157,832
Accident and health                                   69,890                -            69,890
                                             ------------------------------------------------------
                                              $      263,722   $       36,000    $      227,722
                                             ======================================================
DECEMBER 31, 1998
Life and annuity:
   Ordinary first-year business               $     (828,090)  $       14,537    $     (842,627)
   Ordinary renewal business                           9,900            8,929               971
   Group life direct business                          5,637                -             5,637
                                             ------------------------------------------------------
                                                    (812,553)          23,466          (836,019)
Accident and health                                   28,068                -            28,068
                                             ------------------------------------------------------
                                              $     (784,485)  $       23,466    $     (807,951)
                                             ======================================================
</TABLE>

The gross  deferred and  uncollected  premiums  balance at December 31, 1999, of
$263,722,000  is  composed  of  $431,756,000  direct  deferred  and  uncollected
premiums less reinsurance premiums payable of $168,034,000.

The gross  deferred and  uncollected  premiums  balance at December 31, 1998, of
$(784,485,000)  is composed of  $379,199,000  direct  deferred  and  uncollected
premiums less reinsurance premiums payable of $(1,163,684,000).



<PAGE>


8. ANNUITY RESERVES AND DEPOSIT LIABILITIES

A portion  of the  Company's  policy  reserves  and other  policyholders'  funds
(including separate account liabilities) relates to liabilities established on a
variety of the Company's products that are not subject to significant  mortality
or morbidity risk;  however,  there may be certain  restrictions placed upon the
amount of funds that can be withdrawn without penalty. The amount of reserves on
these  products,  by withdrawal  characteristics,  are summarized as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                       DECEMBER 31
                                                          1999                            1998
                                             ----------------------------------------------------------------
                                                  AMOUNT         PERCENT         AMOUNT          PERCENT
                                             ----------------------------------------------------------------
Subject to discretionary withdrawal - with adjustment:
<S>                                            <C>                            <C>                  <C>
     With market value adjustment              $      9,134           -%      $   2,955,445        21%
     At book value less surrender charge            435,717          3              565,977         4
     At market value                              7,385,279         53            2,319,944        16
                                             ----------------------------------------------------------------
                                                  7,830,130         56            5,841,366        41
Subject to discretionary withdrawal -
   without adjustment                             1,748,102         13            1,839,270        13
Not subject to discretionary withdrawal
   provision                                      4,417,004         31            6,710,422        46
                                             -----------------              ------------------
                                                             ----------------                ----------------
Total annuity reserves and deposit               13,995,236        100%          14,391,058       100%
   liabilities
                                                             ================                ================
Less reinsurance                                 (5,820,180)                     (6,736,704)
                                             -----------------
                                                                            ------------------
Net annuity reserves and deposit liabilities   $  8,175,056*                  $   7,654,354*
                                             =================              ==================
</TABLE>

*  Includes  $3,364 million and $2,622  million of annuity  reserves and deposit
   liabilities  reported in the separate account  liability at December 31, 1999
   and 1998, respectively.  Funding agreement liabilities that are a part of the
   separate account liabilities are excluded from the above amounts.

Included in other  liabilities  is $2,228 million and $1,927 million at December
31, 1999 and 1998,  respectively,  held pursuant to funding agreements.  Funding
agreements are obligations that contain no mortality or morbidity risks.



<PAGE>


9. CAPITAL AND SURPLUS

The  Company is  subject to the  requirements  of the NAIC  approved  Risk Based
Capital  (RBC) rules and at December 31, 1999 and 1998,  the Company met the RBC
requirement.

The amount of dividends  which can be paid by the Company without prior approval
of the  California  Department is subject to  restrictions  related to statutory
surplus  and gains  from  operations.  The  Company  could pay $184  million  in
dividends in 2000 without prior approval.

10. PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

Substantially all employees are covered by noncontributory defined benefit plans
sponsored  by the Company and the  Retirement  Plan for  Salaried  Employees  of
Transamerica  Corporation and Affiliates in which the Company also participates.
Pension  benefits are based on the  employee's  compensation  during the highest
paid 60 consecutive months during the 120 months before retirement.  The general
policy is to fund current  service costs  currently and prior service costs over
periods  ranging  from 10 to 30  years.  Assets  of  those  plans  are  invested
principally in publicly traded stocks and bonds.

The Company's total pension costs were $0.8 million, $0.6 million and $0 million
for the years ended December 31, 1999, 1998 and 1997, respectively.

The Company also participates in various  contributory  defined benefit programs
sponsored by  Transamerica  Corporation  that provide  medical and certain other
benefits  to  eligible  retirees.  The  Company  accounts  for the costs of such
benefit   programs  under  the  accrual  method  and  amortizes  its  transition
obligation  for retirees and fully  eligible or vested  employees over 20 years.
Postretirement  benefit  costs  charged to income was $3 million for each of the
years ended December 31, 1999, 1998 and 1997.

11. ASSETS ON DEPOSIT

At December 31, 1999 and 1998, $4 million and $4 million of the Company's assets
were  on  deposit  with  public   officials  in   compliance   with   regulatory
requirements.


<PAGE>


12. RELATED PARTY TRANSACTIONS

The Company has  various  transactions  with  Transamerica  Corporation  and its
affiliated  companies in the normal  course of  operations.  These  transactions
include the assumption and cession of reinsurance and the performance of certain
administrative   and   support   services   for   affiliated   companies.   Such
reimbursements are recorded as a reduction of operating expenses.

Transactions  with  Transamerica  Corporation  and its  affiliates  also include
transactions  related to  pension  plans,  investments  in a money  market  fund
managed by an affiliated company, and rental of computer services. Pension funds
administered by a subsidiary for affiliated  companies amounted to $1.8 billion,
$1.6 billion and $1.3 billion at December 31, 1999, 1998 and 1997, respectively.
The investment in an affiliated money market fund was not material.

The Company had amounts due from  affiliates  of $41 million as of December  31,
1999, and $16 million as of December 31, 1998.

In March 1999, the Company entered into an equity collar (which expired December
17,  1999),  with an unrelated  party to hedge the price  fluctuations  of their
unaffiliated equity securities portfolio. In addition,  Transamerica Corporation
agreed to protect the Company from any  ineffectiveness  in the hedge that would
expose  the  Company  to  loss  net  of  tax   benefit.   As  a  result  of  the
ineffectiveness  of the collar with the unrelated party and the payment that the
Company was required to make upon  settlement,  Transamerica  Corporation made a
payment of $172 million to the Company in December 1999.



<PAGE>


13. LEASES

Rental  expense for  equipment  and  properties  occupied by the Company was $17
million in 1999,  $14 million in 1998, and $19 million in 1997. The following is
a schedule by years of future minimum rental  payments  required under operating
leases that have initial or remaining noncancelable lease terms in excess of one
year as of December 31, 1999 (in thousands):

Year ending December 31:
       2000                  $        12,203
       2001                            9,998
       2002                            7,745
       2003                            6,728
       2004                            6,624
       Later years                    41,701
                           ------------------
                             $        84,999
                           ==================

14. LITIGATION

The Company is a defendant in various legal actions arising from its operations.
These  include  legal  actions  similar to those  faced by many other major life
insurers  which allege  damages  related to sales  practices for universal  life
policies  sold  between  January  1981 and June 1996.  In one such  action,  the
Company and plaintiff's  counsel entered into a settlement which was approved on
June  26,  1997.  The  settlement   required  prompt  notification  to  affected
policyholders.  Administrative  and policy  benefit  costs  associated  with the
settlement  of $7  million,  $8  million  and $15  million  after-tax  have been
incurred in 1999, 1998 and 1997, respectively, and reflected in these statements
as prior period adjustments.  Additional costs related to the settlement are not
expected to be  material  and will be  incurred  over a period of years.  In the
opinion of the  Company,  any ultimate  liability  which might result from other
litigation would not have a materially  adverse effect on the combined financial
position of the Company or the results of its operations.

15. SEPARATE ACCOUNTS

Separate  accounts  held by the  Company  represent  primarily  funds  which are
administered for pension plans. The assets consist primarily of fixed maturities
and equity  securities  and are carried at  estimated  fair  value.  The Company
provides  a minimum  guaranteed  return to  policyholders  of  certain  separate
accounts. Certain other separate accounts do not have any minimum guarantees and
the investment  risks associated with market value changes are borne entirely by
the policyholder.


<PAGE>


15. SEPARATE ACCOUNTS (CONTINUED)

Information  regarding  the  separate  accounts of the Company as of and for the
year ended December 31, 1999, is as follows (in thousands):
<TABLE>
<CAPTION>

                        SEPARATE ACCOUNTS WITH GUARANTEES
                                 -------------------------------------------------
                                                   NONINDEXED       NONINDEXED
                                                    GUARANTEE        GUARANTEE      NONGUARANTEED
                                                  LESS THAN OR     GREATER THAN        SEPARATE
                                    INDEXED        EQUAL TO 4%          4%             ACCOUNTS            TOTAL
                                 --------------- ---------------- ---------------- ----------------- ------------------
Premiums, deposits and other
<S>                                <C>             <C>              <C>              <C>               <C>
   considerations                  $         -     $          -     $          -     $     254,076     $     254,076
                                 =============== ================ ================ ================= ==================

Reserves for separate accounts with assets at:
     Fair value                    $         -     $          -     $          -     $   3,364,426     $   3,364,426
     Amortized cost                          -                -                -                 -                 -
Other                                        -                -                -           703,700           703,700
                                 --------------- ---------------- ---------------- ----------------- ------------------

Total                              $         -     $          -     $          -     $   4,068,126     $   4,068,126
                                 =============== ================ ================ ================= ==================
Reserves for separate accounts by withdrawal characteristics:
     Subject to discretionary withdrawal (with adjustment):
         With market value
            adjustment             $         -     $          -     $          -     $           -     $           -
         At book value less
            current surrender
            charge of 5% or more
                                             -                -                -                 -                 -
         At market value                                                                 3,364,426         3,364,426
         At book value without
            adjustment and with
            current surrender
            charges less than 5%             -                -                -                 -                 -
                                 --------------- ---------------- ---------------- ----------------- ------------------
Subtotal                                     -                -                -         3,364,426         3,364,426
     Not subject to
       discretionary withdrawal              -                -                -                 -                 -
     Other                                   -                -                -           703,700           703,700
                                 --------------- ---------------- ---------------- ----------------- ------------------
Total separate account             $         -     $          -     $          -     $   4,068,126     $   4,068,126
   liabilities
                                 =============== ================ ================ ================= ==================

</TABLE>

<PAGE>


15. SEPARATE ACCOUNTS (CONTINUED)

A reconciliation of the amounts transferred to and from the separate accounts is
presented below (in thousands):
<TABLE>
<CAPTION>

                                                                    YEAR ENDED DECEMBER 31
                                                            1999             1998              1997
                                                     ------------------------------------------------------

Transfer as reported  in the  summary of  operations  of the  separate  accounts
   statement:
<S>                                                    <C>               <C>              <C>
     Transfers to separate accounts                    $      255,210    $      352,298   $      454,749
     Transfers from separate accounts                         217,729           173,152          240,381
                                                     ------------------------------------------------------
Net transfers to separate accounts                             37,481           179,146          214,368
Reconciling adjustments:
Deposits (withdrawals) from separate
   accounts                                                    13,091            21,097          (61,370)
                                                     ------------------------------------------------------

Transfers as reported in the statements of income
                                                       $       50,572    $      200,243   $      152,998
                                                     ======================================================

16.  DIRECT PREMIUM WRITTEN BY MANAGING GENERAL AGENTS/THIRD-PARTY ADMINISTRATORS

The Company has the following  direct premiums  written through managing general
agents (in thousands):

                                                                TYPES OF                         DIRECT
                                                EXCLUSIVE       BUSINESS        AUTHORITY        WRITTEN
                                                 CONTRACT        WRITTEN         GRANTED        PREMIUMS
                                             ----------------------------------------------------------------

National Benefit Resources                          No        Specific and          *          $         38
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

R. E. Moulton Insurance Agency, Inc.                No        Specific and          *                 6,698
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance



<PAGE>


16.  DIRECT PREMIUM WRITTEN BY MANAGING GENERAL AGENTS/THIRD-PARTY ADMINISTRATORS (CONTINUED)

                                                                TYPES OF                         DIRECT
                                                EXCLUSIVE       BUSINESS        AUTHORITY        WRITTEN
                                                 CONTRACT        WRITTEN         GRANTED        PREMIUMS
                                             ----------------------------------------------------------------

Intermediary Insurance Services, Inc.               No        Specific and          *                 2,969
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

Excess Reinsurance Underwriters                     No        Specific and          *                12,536
   Agency, Inc.                                                 Aggregate
                                                             Excess of Loss
                                                                Insurance

Risk Assessment Strategies                          No        Specific and          *                   576
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

North American Insurance Management                Yes        Occupational          *                 1,453
                                                               Accident -
                                                             Excess of Loss
                                                                Insurance

Health Reinsurance Management Partnership           No       Provider Excess        *                25,173

Self Funding Systems                                No        Specific and          *                   119
                                                                Aggregate
                                                             Excess of Loss
                                                                Insurance

*Premium  collection,   underwriting  and  commission/claim  payments  authority
granted.

</TABLE>


<PAGE>


17. NAIC CODIFICATION

In  1998,   the  NAIC   adopted   codified   statutory   accounting   principles
(Codification)  effective  January 1, 2001.  Codification will likely change, to
some extent, prescribed statutory accounting practices and may result in changes
to the accounting practices that the Company uses to prepare its statutory-basis
financial  statements.  Codification will require adoption by the various states
before it becomes the  prescribed  statutory  basis of accounting  for insurance
companies  domesticated  within those states.  Accordingly,  before Codification
becomes  effective  for  the  Company,   the  state  of  California  must  adopt
Codification  as the prescribed  basis of accounting on which domestic  insurers
must report their statutory-basis results to the Insurance Department. The state
of California has stated affirmatively that it will adopt Codification effective
January 1, 2001. Management believes that the impact of Codification will not be
material to the Company's statutory-basis financial statements

18. YEAR 2000 (UNAUDITED)

In prior years,  the Company  discussed  the nature and progress of its plans to
become Year 2000 ready.  In 1999,  the Company  completed  its  remediation  and
testing of systems.  As a result of those planning and  implementation  efforts,
the  Company   experienced  no  significant   disruptions  in  mission  critical
information technology and non-information technology systems and believes those
systems successfully  responded to the Year 2000 date change. The Company is not
aware of any material problems resulting from Year 2000 issues,  either with its
products,  its internal systems,  or the products and services of third parties.
The Company will continue to monitor its mission critical computer  applications
and those of its suppliers and vendors  throughout  the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed promptly.



<PAGE>




















                                 Statutory Basis
                          Financial Statement Schedules


<PAGE>


39
<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

 Summary of Investments - Other Than Investments in Related Parties - Statutory Basis

                             (Dollars in thousands)

                                December 31, 1999


SCHEDULE I

                                                                                           AMOUNT AT
                                                                                          WHICH SHOWN
                                                                         MARKET              IN THE
TYPE OF INVESTMENT                                   COST (1)             VALUE          BALANCE SHEET
- -----------------------------------------------------------------------------------------------------------

FIXED MATURITIES
Bonds:
   United States government and government
<S>                                               <C>                <C>               <C>
     agencies and authorities                     $       189,325    $       198,753   $        189,325
   States, municipalities and political
     subdivisions                                         106,484            108,675            106,484
   Foreign governments                                     50,820             47,845             50,820
   Public utilities                                     1,718,582          1,699,760          1,718,582
   All other corporate bonds                            9,345,228          9,218,159          9,345,228
   Mortgage and other asset-backed securities
                                                        1,410,365          1,408,266          1,410,365
Redeemable preferred stock                                 66,841             30,448             66,371
                                                -----------------------------------------------------------
Total fixed maturities                                 12,887,645         12,711,906         12,887,175

EQUITY SECURITIES
Common stocks:
   Affiliated entities                                    444,459            984,400            984,400
   Banks, trust and insurance                              36,481             38,892             38,892
   Industrial, miscellaneous and all other                625,734          1,231,147          1,231,147
   Nonredeemable preferred stock                           69,079             62,623             69,079
                                                -----------------------------------------------------------
Total equity securities                                 1,175,753          2,317,062          2,323,518

Mortgage loans on real estate                             385,590            363,650            385,590
Real estate                                               101,195             50,000            101,195
Policy loans                                              409,534            396,956            409,534
Other long-term investments                               218,997            155,562            218,997
Cash and short-term investments                           132,454            132,454            132,454
                                                -----------------------------------------------------------
Total investments                                 $    15,311,168    $    16,127,590    $    16,458,463
                                                ===========================================================

(1)    Original cost of equity securities and, as to fixed maturities,  original
       cost reduced by repayments and adjusted for  amortization  of premiums or
       accrual discounts.


<PAGE>


40

                 Transamerica Occidental Life Insurance Company

              Supplementary Insurance Information - Statutory Basis

                             (Dollars in thousands)

                                December 31, 1999


SCHEDULE III

                                                   FUTURE POLICY                           POLICY AND
                                                   BENEFITS AND         UNEARNED            CONTRACT
                                                     EXPENSES           PREMIUMS          LIABILITIES
- -----------------------------------------------------------------------------------------------------------

Year ended December 31, 1999
Individual life                                   $     4,988,602    $             -    $       240,452
Individual health                                          42,065             28,046             33,481
Group life and health                                      31,586              2,616             32,963
Annuity                                                 4,602,281                  -            (10,107)
                                                -----------------------------------------------------------
                                                        9,664,534             30,662            296,789

Year ended December 31, 1998
Individual life                                         4,595,349                  -            121,089
Individual health                                          26,439             41,669             (9,445)
Group life and health                                      12,953              3,675             47,840
Annuity                                                 4,748,197                  -             (3,337)
                                                -----------------------------------------------------------
                                                        9,382,938             45,344            156,147

Year ended December 31, 1997
Individual life                                         4,207,937                  -            155,424
Individual health                                          27,254             31,297              2,606
Group life and health                                      16,964              2,124             51,052
Annuity                                                 5,580,062                  -             22,781
                                                -----------------------------------------------------------
                                                  $     9,832,217    $        33,421    $       231,863
                                                ===========================================================

</TABLE>


<PAGE>


41





<TABLE>
<CAPTION>





                                        BENEFITS, CLAIMS
                                           LOSSES AND
                            NET        SETTLEMENT EXPENSES       OTHER
      PREMIUM           INVESTMENT                             OPERATING           PREMIUMS
      REVENUE             INCOME*                              EXPENSES*            WRITTEN
- --------------------------------------------------------------------------------------------------


<S>                   <C>                <C>                <C>                 <C>
  $       891,749     $       405,705    $       909,143    $       703,605     $     1,178,607
          (10,184)              2,770            (33,811)            35,665              80,328
          158,775              10,967            134,414            124,689              65,217
          327,676             705,600          1,283,024            736,327              85,267
- --------------------------------------------------------------------------------------------------
        1,368,016           1,125,042          2,292,770          1,600,286           1,409,419


          905,725             400,313          1,242,592            492,976           1,087,850
           51,827               4,483              3,265            100,839              63,828
          195,431               4,003            160,581             89,231              50,433
          455,542             669,744            312,946          2,218,202             199,622
- --------------------------------------------------------------------------------------------------
        1,608,525           1,078,543          1,719,384          2,901,248           1,401,733


          761,853             370,027            933,474            383,255           1,042,734
           23,988               6,216             19,252             49,460              56,861
          236,688               5,074            200,224            123,772             111,314
          693,216             646,737            305,491          1,702,770             223,602
- --------------------------------------------------------------------------------------------------
  $     1,715,745     $     1,028,054    $     1,458,441    $     2,259,257     $     1,434,511
==================================================================================================

</TABLE>

*Allocations of net investment income and other operating  expenses are based on
   a number  of  assumptions  of  estimates,  and the  results  would  change if
   different methods were applied.



<PAGE>


42
<TABLE>
<CAPTION>

                 Transamerica Occidental Life Insurance Company

                          Reinsurance - Statutory Basis

                             (Dollars in thousands)

                                December 31, 1999

SCHEDULE IV

                                                                        ASSUMED                           PERCENTAGE
                                                      CEDED TO            FROM                             OF AMOUNT
                                      GROSS             OTHER            OTHER              NET             ASSUMED
                                      AMOUNT          COMPANIES        COMPANIES           AMOUNT           TO NET
- -------------------------------------------------------------------------------------------------------------------------

Year ended December 31,
   1999
<S>                               <C>               <C>              <C>               <C>                      <C>
Life insurance in force           $  547,304,907    $  370,217,933   $   17,677,754    $  194,764,728           9%

Premiums:
   Individual life                $    1,178,607    $    1,220,329   $      933,471    $      891,749         105%
   Individual health                      80,328            97,296            6,784           (10,184)            -%
   Group life and health                  65,217           247,870          341,428           158,775         215%
   Annuity                                85,267           513,149          755,558           327,676         231%
                                -----------------------------------------------------------------------------------------
                                  $    1,409,419    $    2,078,644   $    2,037,241    $    1,368,016         149%
                                =========================================================================================

Year ended December 31,
   1998
Life insurance in force           $  190,331,317    $  308,297,855   $  307,915,635    $  189,922,097         162%

Premiums:
   Individual life                $    1,087,850    $      958,929   $      776,803    $      905,725          86%
   Individual health                      63,828           134,991          122,991            51,827         237%
   Group life and health                  50,433           268,973          413,971           195,431         212%
   Annuity                               199,622         1,128,452        1,384,372           455,542         304%
                                -----------------------------------------------------------------------------------------
                                  $    1,401,733    $    2,491,345   $    2,698,137    $    1,608,525         168%
                                =========================================================================================

Year ended December 31,
   1997
Life insurance in force           $  175,258,666    $  272,918,826   $  249,888,166    $  152,228,006         164%

Premiums:
   Individual life                $    1,042,734    $      967,543   $      686,662    $      761,853          90%
   Individual health                      56,861            47,651           14,778            23,988          61%
   Group life and health                 111,314           274,270          399,644           236,688         169%
   Annuity                               223,602           252,671          722,285           693,216         104%
                                -----------------------------------------------------------------------------------------
                                  $    1,434,511    $    1,542,135   $    1,823,369    $    1,715,745         106%
                                =========================================================================================


</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/
     (f) PIMCO Variable Insurance Trust 7/

(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 Auditors  2/ 3/4/5/ 8/

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


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

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

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

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

5/   Incorporated  herein by reference to the Post-Effective  Amendment No. 2 to
     this Registration Statement (File No. 333-37883) on February 26, 1999.

6/   Incorporated  herein by reference to the Post-Effective  Amendment No. 3 to
     this Registration Statement (File No. 333-37883) on April 30, 1999.


7/   Incorporated  by reference to the  Post-Effective  Amendment  No. 4 to this
     Registration Statement (File No. 333-37883) on October 1, 2000.

     8/    Filed herewith.


<PAGE>
SIGNATURE


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  Transamerica  Occidental  Life  Insurance  Company  certifies  that  this
Amendment meets the requirements of Securities Act Rule 485(b) for effectiveness
of this Registration  Statement and has caused this Registration Statement to be
signed on its behalf by the  undersigned  in the City of Los  Angeles,  State of
California on the 26th day of April, 2000.

               Transamerica Occidental Life Separate Account VUL-1
                                  (Registrant)

(SEAL)






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

                 Transamerica Occidental Life Insurance Company

Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Transamerica
Occidental Life Insurance Company has duly caused this registration statement to
be signed on its behalf by the undersigned  thereunto duly  authorized,  and its
seal to be hereunto affixed and attested, all in the City of Los Angeles and the
State of California, on the 26th day of April, 2000.

                 Transamerica Occidental Life Insurance Company

(SEAL)



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

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

Signatures                                  Titles                                      Date
<S>                                <C>                                          <C>
______________________*              Director and President -                    April 26, 2000
Nooruddin S. Veerjee                    Insurance Products Division


_________________*                   Director                                    April 26, 2000
Patrick S. Baird

_________________*                   Director and Senior Vice President          April 26, 2000
Brenda K. Clancy

______________________*              Director, Executive Vice President          April  26, 2000
James W. Dederer                     General Counsel and   Corporate Secretary

______________________*                 Director and                             April  26, 2000
Karen MacDonald                         and Acting Chief Financial Officer



______________________*              Director                                    April  26, 2000
George A. Foegele

______________________*              Director and Senior Vice President          April  26, 2000
Douglas C. Kolsrud

______________________*              Director                                    April  26, 2000
Richard N. Latzer

______________________*              Director                                    April  26, 2000
Gary U. Rolle'

______________________*              Director                                    April  26, 2000
Paul E. Rutledge III


______________________*              Director, Vice President and Counsel       April  26, 2000
Craig D. Vermie




_________________________________________   On April 26, 2000 as Attorney-in-Fact pursuant to
*By:  David M. Goldstein                    powers of attorney previously filed and filed herewith,
                                            and in his own capacity as Vice President.

</TABLE>



<PAGE>
Exhibit 7 Consent of Auditors

<PAGE>
                                      CONSENT OF INDEPENDENT AUDITORS



We consent to the reference to Our firm under the caption "Independent Auditors"
and  to  the  use of our  report  dated  March  31,  2000  with  respect  to the
statutory-basis  financial statements of Transamerica  Occidental Life Insurance
Company  and our report  dated  March 31,  2000 with  respect  to the  financial
statements  of   Transamerica   Occidental   Life  Separate   Account  VUL-1  in
Post-Effective Amendment No. 5 to the Registration Statement (Form S-6 No. 333-3
7883) and related  Prospectus of Transamerica  Occidental Life Separate  Account
VUL-1.


Los Angeles, California
April 24, 2000




<PAGE>
Exhibit 8 Powers of Attorney

<PAGE>
                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Patrick S. Baird



<PAGE>


                                Power of Attorney

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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set her hand, this
______ day of December, 1999.


                         ------------------------------
                                Brenda K. Clancy


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                James W. Dederer


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                George A. Foegele


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                               Douglas C. Kolsrud


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Richard N. Latzer


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set her hand, this
______ day of December, 1999.


                         ------------------------------
                               Karen O. MacDonald


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                 Gary U. Rolle'


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                              Paul E. Rutledge III


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Nooruddin Veerjee


<PAGE>


                                POWER OF ATTORNEY


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

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                 Craig D. Vermie




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