LIFE INSURANCE SEPARATE ACCOUNT OF USAA LIFE INSURANCE CO
S-6, 1998-01-30
Previous: LIFE INSURANCE SEPARATE ACCOUNT OF USAA LIFE INSURANCE CO, N-8B-2, 1998-01-30
Next: LEXFORD RESIDENTIAL TRUST, S-4/A, 1998-01-30



                                                 Registration No. 333-________

             As filed with the Securities and Exchange Commission
                              on January 30, 1998

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-6

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

                      LIFE INSURANCE SEPARATE ACCOUNT OF
                          USAA LIFE INSURANCE COMPANY
                             (Exact Name of Trust)

                          USAA LIFE INSURANCE COMPANY
                              (Name of Depositor)
                        9800 Fredricksburg Road, C-3-W
                           San Antonio, Texas 78288
         (Complete Address of Depositor's Principal Executive Offices)

                             DWAIN A. AKINS, ESQ.
               Assistant Vice President and Assistant Secretary
                          USAA Life Insurance Company
                        9800 Fredricksburg Road, C-3-W
                           San Antonio, Texas 78288
               (Name and Complete Address of Agent for Service)

                 Please send copies of all communications to:

                              GARY O. COHEN, ESQ.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W., Suite 825
                            Washington, D.C. 20036
                                (202) 457-5107

               Title and Amount of Securities Being Registered:
                     An Indefinite Amount of Interests in
                      Life Insurance Separate Account of
                          USAA Life Insurance Company
               Under Variable Universal Life Insurance Policies


<PAGE>


Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

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

This filing is made  pursuant to Rules 6c-3 and 6e-3(T)  under the  Investment
Company Act of 1940.

Registrant  elects  to be  governed  by Rule  6e-3(T)(b)(13)(i)(B)  under  the
Investment  Company Act of 1940,  with respect to the Variable  Universal Life
Insurance Policy described in the
Prospectus.


                                      ii

<PAGE>

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

                      LIFE INSURANCE SEPARATE ACCOUNT OF
                          USAA LIFE INSURANCE COMPANY


<CAPTION>
 ITEM NO. OF FORM N-8B-2 *                       CAPTION IN PROSPECTUS**
<S>                                              <C>
 1                                               Cover Page

 2                                               Cover Page

 3                                               Not Applicable

 4                                               Policy Distribution

 5                                               Definitions

 6                                               Separate Account

 7                                               Not Required***

 8                                               Not Required***

 9                                               Legal Matters

10                                               Death  Benefit;  Other  Policy  Benefits;
                                                 Payment of Policy  Benefits;  Transfer of
                                                 Cash  Value;  Loans;  Surrenders;  Policy
                                                 Lapse   and   Reinstatement;   Investment
                                                 Options - Voting  Privileges;  Investment
                                                 Options  -   Additions   or   Changes  to
                                                 Investment Options; The Contract

11                                               Investment Options

12                                               Investment Options

13                                               The  Policy at a Glance - Policy  Charges
                                                 and Deductions;  The Policy at a Glance -
                                                 Fund Fees and Other Expenses; Charges and
                                                 Deductions; USAA Life

14                                               Policy Issuance; Premium Payments


                                           iii

<PAGE>

15                                               Premium Payments; Investment Options

16                                               Premium    Payments   -   Allocation   of
                                                 Premiums; Investment Options

17                                               Death  Benefit;  Other  Policy  Benefits;
                                                 Payment of Policy  Benefits;  Transfer of
                                                 Cash  Value;  Loans;  Surrenders;  Policy
                                                 Lapse and Reinstatement

18                                               Tax   Matters   -   Taxation   of  Policy
                                                 Proceeds:  Our Taxes;  Separate  Account;
                                                 Charges   and    Deductions   -   Monthly
                                                 Deductions:  Mortality  and Expense  Risk
                                                 Charge; Financial Statements

19                                               USAA Life; Reports and Records

20                                               Not Applicable

21                                               Loans

22                                               Not Applicable

23                                               Not Applicable**

24                                               Charges  and   Deductions;   Cash  Value;
                                                 Telephone Transactions;  Free Look Right;
                                                 Postponement  of  Payments;  More  Policy
                                                 Information

25                                               USAA Life

26                                               Not Applicable

27                                               USAA Life

28                                               USAA Life - Directors of USAA Life;  USAA
                                                 Life - Officers (other than Directors)

29                                               USAA Life

30                                               Not Applicable

31                                               Not Applicable

32                                               Not Applicable


                                      iv

<PAGE>

33                                               Not Applicable

34                                               Not Applicable

35                                               Policy Distribution

36                                               Not Required***

37                                               Not Applicable

38                                               Policy Distribution

39                                               Policy Distribution

40                                               Not Applicable

41                                               Policy Distribution; Investment Options

42                                               Not Applicable

43                                               Not Applicable

44                                               Charges and  Deductions - Other  Charges;
                                                 Investment Options

45                                               Not Applicable

46                                               Charges and  Deductions - Other  Charges;
                                                 Investment Options

47                                               Not Applicable

48                                               Not Applicable

49                                               Not Applicable

50                                               Not Applicable

51                                               Not Applicable**

52                                               Investment Options - Additions or Changes
                                                 to Investment Options


                                       v

<PAGE>

53                                               Tax Matters - Taxation of USAA Life

54                                               Not Applicable

55                                               Not Applicable**

56                                               Not Required***

57                                               Not Required***

58                                               Not Required***

59                                               Not Required***

<FN>

*     Registrant   includes   this   Reconciliation   and  Tie  Sheet  in  its
      Registration  Statement  in  compliance  with  Instruction  4 as to  the
      Prospectus as set out in Form S-6. Registrant,  simultaneously herewith,
      filed a Notification of  Registration  as an investment  company on Form
      N-8A and a Form  N-8B-2  Registration  Statement  under  the  Investment
      Company  Act  of  1940.  Pursuant  to  Sections  8 and  30(b)(1)  of the
      Investment  Company Act of 1940,  Rule 30a-1  under that Act,  and Forms
      N-8B-2 and N-SAR  under that Act,  Registrant  will keep its Form N-8B-2
      Registration  Statement  current through the filing of periodic  reports
      required by the Securities and Exchange Commission.

**    Caption in  Prospectus,  to the extent  relevant  to this Form.  Certain
      items are not relevant  pursuant to the  administrative  practice of the
      Commission and its staff of adapting the disclosure  requirements of the
      Commission's   registration   statement  forms  in  recognition  of  the
      differences  between variable life insurance policies and other periodic
      payment plan  certificates  issued by  investment  companies and between
      separate accounts organized as management  companies and unit investment
      trusts.

***   Not required  pursuant to  Instruction  1(a) as to the Prospectus as set
      out in Form S-6.
</FN>
</TABLE>


                                      vi

<PAGE>

VARIABLE UNIVERSAL LIFE INSURANCE POLICY

Offered By                                                    Prospectus dated:
                                                                May 1, 1998
USAA LIFE INSURANCE COMPANY
9800 Fredericksburg Road, San Antonio, Texas 78288
Telephone:  toll free 1-800-531-8000 (in San
Antonio call 512-498-____)


      This  Prospectus  describes a Variable  Universal Life Insurance  Policy
("Policy") that we are offering,  through our Life Insurance Separate Account,
to individual members of the United Services Automobile  Association ("USAA"),
the parent  company of the USAA Group of Companies,  as well as to the general
public.

      The Policy offers you:

      o     Life  insurance  protection  guaranteed by USAA Life.  SEE "Policy
            Benefits."

      o     12 investment  options,  available  through the Separate  Account,
            including Funds of USAA LIFE INVESTMENT  TRUST, THE ALGER AMERICAN
            FUND,  SCUDDER  VARIABLE LIFE  INVESTMENT  FUND,  and BT INSURANCE
            FUNDS TRUST. SEE "Investment  Options" and the  accompanying  Fund
            prospectuses for a description of the Funds.

      o     Flexible premium payments. SEE "Premium Payments."

      Please read this Prospectus  carefully and keep it for future reference.
Your Prospectus and Policy may reflect variations required by the laws of your
state.  This  Prospectus  is not  valid  unless  accompanied  by  the  current
prospectuses  for the Funds.  Defined terms used in this Prospectus  appear at
the end of this booklet.

      THE  SECURITIES  AND  EXCHANGE  COMMISSION  ("SEC") HAS NOT  APPROVED OR
DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS NOR HAS IT PASSED UPON
THE  ACCURACY  OR  ADEQUACY  OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL  OFFENSE.  THE POLICIES ARE SOLELY THE  OBLIGATIONS  OF
USAA LIFE AND ARE NOT THE  OBLIGATIONS OF, OR GUARANTEED BY, ANY ONE ELSE. THE
POLICY DOES NOT HAVE A MINIMUM  GUARANTEED  CASH  VALUE,  WHICH MEANS THAT YOU
BEAR THE ENTIRE  INVESTMENT  RISK THAT YOUR POLICY CASH VALUE COULD DECLINE TO
ZERO.

YOU MAY CANCEL THE POLICY  WITHIN 10 DAYS AFTER  RECEIVING  IT, OR SUCH LONGER
PERIOD AS THE LAWS OF YOUR STATE MAY REQUIRE.


                              [FRONT COVER PAGE]

<PAGE>

<TABLE>
                               TABLE OF CONTENTS
                                                                          Page
                                                                          ----
<S>                                                                       <C>
THE POLICY AT A GLANCE
QUESTIONS AND ANSWERS
POLICY INFORMATION

      POLICY ISSUANCE
            Who May Purchase a Policy
            How to Purchase a Policy
            Effective Date of Your Policy
      PREMIUM PAYMENTS
            Methods of Payment
            Amount and Frequency of Payments
            Allocation of Premiums
            Planned Periodic Premium Payments
            Annual Target Premium Payments
      INVESTMENT OPTIONS
            Additions or Changes to Investment Options
            Voting Privileges
            Special Considerations
      POLICY LAPSE AND REINSTATEMENT
            Lapse
            Grace Period
            Guaranteed Death Benefit
            Reinstatement
      CHARGES AND DEDUCTIONS
            Premium Charge
            Monthly Deductions
            Separate Account Charges
            Transfer Charges
            Surrender Charges
            Other Charges
            Deduction of Charges
      DEATH BENEFIT
            Choosing Between Option A and Option B
            Illustrations of Option A and Option B
            Changing Your Death Benefit Option
            Changing Your Policy's Specified Amount
      OTHER POLICY BENEFITS
            Optional Insurance Benefits
            Benefits at Maturity
      PAYMENT OF POLICY BENEFITS
            Payment of Death Benefits
            Payment of Maturity Benefits
            Death Benefit Payment Options
      CASH VALUE


                                       2

<PAGE>

            Calculating Your Cash Value
              in the Variable Fund Accounts
      TRANSFER OF CASH VALUE
      LOANS
            Loan Collateral
            Loan Interest
            Repayment of Indebtedness
            Effect of Policy Loans
      SURRENDERS
            Full Surrenders
            Partial Surrenders
      TELEPHONE TRANSACTIONS
      FREE LOOK RIGHT
      POSTPONEMENT OF PAYMENTS
MORE POLICY INFORMATION
      OWNERS AND BENEFICIARIES
            Owners
            Beneficiaries
      CALCULATING YOUR COST OF INSURANCE
            Net Amount at Risk
            Net Amount at Risk - More Than One Rate Class
            Cost of Insurance Rates
      MINIMUM AMOUNT INSURED
      THE CONTRACT
      INCONTESTABILITY
      MISSTATEMENT OF AGE OR SEX
      SUICIDE EXCLUSION
      NON-PARTICIPATING POLICY
      REPORTS AND RECORDS
PERFORMANCE INFORMATION
OTHER INFORMATION
      USAA LIFE
            Directors of USAA Life
            Officers (other than Directors)
      SEPARATE ACCOUNT
      POLICY DISTRIBUTION
      TAX MATTERS
            Taxation of Policy Proceeds
            Taxation of USAA Life
      STATE REGULATION OF USAA LIFE
      LEGAL MATTERS
      EXPERTS
      REGISTRATION STATEMENT
      FINANCIAL STATEMENTS
DEFINITIONS
</TABLE>


                                       3

<PAGE>

                            THE POLICY AT A GLANCE


      The following is a snapshot of the Policy. Please refer to the remainder
of the Prospectus for further details and other information.


<TABLE>
PREMIUM PAYMENTS AND WITHDRAWALS
<S>                        <C>
MINIMUM AMOUNTS
      Initial Premium               Depends on  Specified  Amount of insurance
                                      coverage
      Subsequent Premiums           Depends on  Specified  Amount of insurance
                                      coverage
      Withdrawals                   None
</TABLE>


<TABLE>
INSURANCE BENEFITS
<S>                                 <C>
DEATH BENEFITS

      Option A                      Greater  of  Specified  Amount or  Minimum
                                      Amount Insured


      Option B                      Greater  of  Specified  Amount  plus  cash
                                      value or Minimum Amount Insured

      Minimum Coverage Required     $100,000  ($25,000 for Insureds  under age
                                      18)

      Minimum Increase or Decrease  $25,000,   subject  to   $50,000   minimum
      in Coverage                     coverage  amount ($25,000  for  Insureds
                                      under age 18) with certain exceptions


OPTIONAL INSURANCE                  Accelerated Benefit for Terminal Illness
   BENEFITS AVAILABLE               Accidental Death Benefit
   BY RIDER                         Children Term Life Insurance
                                    Extended Maturity Date
                                    Waiver of  Monthly  Deduction  in Event of
                                    Permanent Disability

BENEFITS AT MATURITY                Current Policy cash value
</TABLE>


<TABLE>
POLICY CHARGES AND DEDUCTIONS

<S>                                 <C>
PREMIUM CHARGE                      3%  (waived  if 10 Annual  Target  Premium
                                      Payments paid)

MONTHLY DEDUCTIONS
     Cost of Insurance Charge       Depends  on age,  sex,  and rate  class of
                                      Insured

     Administrative Charge          $10 (applies only during first Policy Year)
     Maintenance Charge             $5
                       
TRANSFER CHARGE                     $0 for first  six  transfers  each  Policy
                                      Year; $25 per transfer  in excess of six
                                      per Policy Year

SEPARATE ACCOUNT CHARGES
     Mortality and Expense Charge   0.75% of net assets of Separate Account
     Federal Income Tax Charge      Currently none

SURRENDER CHARGES
     Partial Surrender              Lesser of $25 or 2% of amount withdrawn
     Full Surrender                 Maximum of 50% of Annual Target Premium
                                      Payment (declines each Policy year to 0%
                                      after the 10th Policy Year)
</TABLE>


                                       4

<PAGE>

<TABLE>
FUND FEES AND OTHER EXPENSES
<CAPTION>

                                                                              OTHER EXPENSES                  TOTAL FUND
                                                  MANAGEMENT                      AFTER                       OPERATING
                                                     FEES                        EXPENSE                       EXPENSES
                                                                              REIMBURSEMENT
<S>                                               <C>                         <C>                             <C>
USAA LIFE
INVESTMENT TRUST

   Money Market Fund
   Income Fund
   Growth and Income Fund
   World Growth Fund
   Diversified Assets Fund
   Aggressive Growth Fund
   International Fund

ALGER AMERICAN FUND
                                                   [TO BE
    Growth Portfolio                              SUPPLIED BY
                                                  AMENDMENT]
SCUDDER VARIABLE LIFE
INVESTMENT FUND

    Capital Growth Portfolio--
       Class A Shares

BT INSURANCE FUNDS TRUST

    Equity 500 Index Fund
    Small Cap Index Fund
    EAFE(R) Equity Index Fund
</TABLE>


<TABLE>
TRANSFERS
<S>                                 <C>
Number of free transfers            6 per Policy Year
Minimum amount of transfer          $250 (or remaining  cash value in Variable
c                                     Fund Account, if less)
</TABLE>


<TABLE>
                           LOANS
<S>                                 <C>
Minimum Loan Amount                 None

Maximum Loan Amount                 85% of cash surrender value

Maximum Interest Rate               6% payable in advance, 4.5% preferred rate
                                    payable in advance
</TABLE>

                             QUESTIONS AND ANSWERS

      The  following  are  answers to some basic  questions  about the Policy.
Please read the remainder of this Prospectus for further details.


WHAT KIND OF LIFE INSURANCE IS THE POLICY?

      The Policy is a FLEXIBLE  PREMIUM  VARIABLE LIFE INSURANCE  POLICY.  The
Policy is called  "flexible  premium"  because it gives you the flexibility to
vary the amount and frequency of your premium payments, within certain limits.


                                       5

<PAGE>

SEE "Premium Payments." The Policy is called "variable" life insurance because
your cash  value,  your cost of  insurance  charges,  and your life  insurance
(death) benefits can vary according to your investment in one or more Variable
Fund   Accounts.   SEE  "Cash  Value,"   "Charges  and  Deductions  -  Monthly
Deductions," and "Death  Benefit." Your investment  experience in the Variable
Fund  Accounts  may be  positive  or  negative.  THE  POLICY  HAS  NO  MINIMUM
GUARANTEED  CASH VALUE,  WHICH MEANS YOU BEAR THE ENTIRE  INVESTMENT RISK THAT
YOUR CASH VALUE COULD DECLINE TO ZERO.


HOW DO I BUY A POLICY?

      You can buy a Policy by calling us at  1-800-531-8000  or by  contacting
one of our regional offices.  Our licensed insurance  representatives can help
you  complete  an  application  and  assist you  through  our  application  or
"underwriting"  process, which normally involves a medical exam. We will issue
a Policy to you, provided you meet our requirements for insurability.  We will
not issue a Policy that  insures a person  older than age 80. We also  reserve
the right to reject an application  for any reason.  Insurance  coverage under
your Policy begins on its Effective Date. SEE "Policy Issuance."


HOW MUCH INSURANCE CAN I BUY?

      The minimum amount of insurance you can buy is $100,000  ($25,000 if the
Insured is less than 18 years of age).  We call the amount of  insurance  that
you specify on your application the "Specified Amount." Federal tax law limits
your ability to make certain  amounts of large  premium  payments  relative to
your Policy's  Specified  Amount and may impose  penalties on amounts you take
out of your Policy if you do not observe certain additional requirements.  SEE
"Premium  Payments - Amount and Frequency of Payments"  and "Tax  Matters." We
will monitor your premium payments to be sure that you do not exceed permitted
amounts  or  inadvertently  incur  any tax  penalties  due to  excess  premium
payments.  You can change the Specified  Amount,  at any time,  subject to the
conditions  described  under "Death Benefit  Changing Your Policy's  Specified
Amount."


WHAT INSURANCE PROTECTION DOES THE POLICY OFFER?

      The Policy offers two types of insurance  protection or "death  benefit"
options.  If you select the Option A death benefit,  upon the Insured's death,
we will pay your beneficiary the greater of your Policy's  Specified Amount or
the Minimum Amount Insured. If you select the Option B death benefit, upon the
Insured's  death,  we will pay your  beneficiary  the greater of your Policy's
Specified  Amount and your cash value,  on the one hand, or the Minimum Amount
Insured on the other.  SEE "Death  Benefit." As long as the Policy  remains in
effect,  under either  option,  the death  benefit will never be less than the
Policy's  Specified  Amount,  less  any  Indebtedness  and any due and  unpaid
Monthly Deductions.

      In addition,  you can add optional  insurance death benefits to a Policy
by rider. SEE "Optional Insurance Benefits."


                                       6

<PAGE>

HOW MUCH ARE THE PREMIUM PAYMENTS?

      Within certain limits,  you have the flexibility to determine the amount
and  timing of your  premium  payments  to  reflect  your  changing  financial
conditions or objectives.  We generally  require a minimum  initial premium to
issue a Policy,  but we do not  impose a minimum  on your  subsequent  premium
payments.  SEE "Premium  Payments." You must, of course,  maintain  sufficient
cash  value to keep your  Policy in  effect,  which  may  require  you to make
additional unscheduled premium payments. SEE "Policy Lapse and Reinstatement."

      You will usually plan a periodic  premium  schedule  when applying for a
Policy. If you wish, we will bill you for these amounts.  However, you are not
required to follow this schedule. SEE "Premium Payments."


WHAT ARE THE CHARGES AND DEDUCTIONS?

      We assess  certain  charges and  deductions  to support the operation of
your Policy and the  Separate  Account.  Some  charges  apply to your  premium
payments,  some apply to your cash  value,  and others  apply to the  Separate
Account.  In addition,  we assess  administrative  fees for processing  Policy
transactions,  such as partial  surrenders of cash value and transfers of cash
value among Variable Fund Accounts in excess of six free  transfers.  SEE "The
Policy At a Glance" and "Charges and Deductions."


WHAT FACTORS AFFECT MY COST OF INSURANCE?

      If you are the Insured,  your cost of insurance will depend on your age,
sex,  and rate  class.  The rate class that  applies  depends on your  health,
whether you use  tobacco,  and other  factors  that we use to  determine  your
insurability.  During the life of the  Policy,  the  maximum  monthly  cost of
insurance  charges will never exceed the guaranteed  monthly cost of insurance
rates specified in your Policy. SEE "Calculating Your Cost of Insurance."


WHAT IS THE SEPARATE ACCOUNT?

      The  Separate  Account is a segregated  asset  account of USAA Life that
supports the Policy's variable life insurance  benefits.  The Separate Account
consists  of  12  Variable  Fund   Accounts,   each  of  which  invests  in  a
corresponding Fund. SEE "Investment Options."


WHAT ARE MY INVESTMENT CHOICES?

      You may invest in up to 12 Variable Fund Accounts, each of which invests
exclusively in a  corresponding  Fund of the USAA Life Investment  Trust,  The
Alger American Fund,  Scudder  Variable Life Investment  Fund, or BT Insurance
Funds Trust. SEE "Investment Options."


                                       7

<PAGE>

HOW WILL MY POLICY'S CASH VALUE VARY?

      Your  Policy's  cash  value will vary on a daily  basis to  reflect  the
investment experience of the Variable Fund Accounts.  Your Policy's cash value
also will reflect the amount and  frequency of premium  payments,  any partial
surrenders  of cash value,  any Policy  loans and the  charges and  deductions
connected with the Policy.  There is no minimum  guaranteed cash value,  which
means you bear the entire  investment  risk that your cash value could decline
to zero. SEE "Cash Value."


HOW MAY I ALLOCATE MY CASH VALUE?

      You may allocate your cash value to any of the Variable  Funds  Accounts
by specifying on your Policy  application how much of your Net Premium Payment
you would like us to apply to each Account.  We will allocate your Net Premium
Payments in accordance with your allocation  instructions on your application,
until you direct otherwise.  You may change future  allocations at any time by
telephone  or by Notice to Us. You may  allocate  your Net Premium  Payment in
increments as small as1/10 of one percent. SEE "Premium Payments."


CAN I TRANSFER CASH VALUE AMONG INVESTMENT OPTIONS?

      Yes. You can transfer  cash value among the Variable Fund Accounts up to
six (6) times per Policy Year without charge. Each transfer above six (6) in a
Policy Year is subject to a $25 transfer charge.  You may authorize  transfers
by telephone or by Notice to Us. SEE "Telephone  Transactions."  Each transfer
must be at least  $250,  or the  remaining  cash  value in the  Variable  Fund
Account, if less. SEE "Transfers."


HOW DO I ACCESS MY CASH VALUE?

      You can partially or fully  surrender the Policy for a portion or all of
its cash value, less any applicable charges, any Indebtedness, and any due and
unpaid Monthly  Deductions.  We assess an  administrative  charge equal to the
lesser of $25 or 2% of the amount  withdrawn for each partial  surrender paid.
We also assess a surrender  charge for full  surrenders.  SEE "Surrenders" and
"Charges and Deductions - Surrender  Charges." Partial  surrenders and related
surrender  charges  will reduce your  Policy's  death  benefit on a dollar for
dollar basis.  SEE  "Changing  Your  Policy's  Specified  Amount" under "Death
Benefits." Full surrenders will terminate the Policy.  SEE "Tax Matters" for a
discussion of the tax consequences of surrenders.


CAN I BORROW AGAINST THE POLICY'S CASH VALUE?

      Yes.  You can  borrow  money  from us by using  your  Policy as the sole
security for the loan.  The most you can borrow  against your Policy is 85% of
its cash  surrender  value.  In some  cases,  we may reduce the amount you can
borrow.  Interest  on any loan is payable in  advance  at the  maximum  annual
interest rate of 6% (4.5% for preferred loans.). Lower rates may be available.


                                       8

<PAGE>

A loan,  whether  repaid  or not,  will have a  permanent  effect on the death
benefit and cash value of your Policy. SEE "Loans."

WHAT WILL CAUSE THE POLICY TO LAPSE WITHOUT VALUE?

      Lapse will only occur  when your cash value is  insufficient  to pay the
Monthly  Deduction  plus any  loan  interest  then  due and we do not  receive
sufficient payment during the grace period. SEE "Lapse and Reinstatement."


WILL THE POLICY'S DEATH BENEFIT AND CASH VALUE BE TAXED?

      The Policy meets the  definition of a "life  insurance  contract"  under
federal  tax law.  Therefore,  the  Policy's  death  benefit  should  be fully
excludable from the beneficiary's  gross income if paid by reason of the death
of the Insured.  In addition,  any earnings on your  investment  in a Variable
Fund Account should not be taxable to you while the Policy is in effect unless
you surrender  some or all of your Policy's cash value.  We do not intend this
discussion  to be tax  advice.  You should  consult  with your own tax advisor
before purchasing a Policy. SEE "Tax Matters."


DO I HAVE A "FREE LOOK" RIGHT TO EXAMINE THE POLICY?

      Yes.  You may cancel the Policy  within 10 days after  receiving  it, or
such longer period as state law may require. USAA Life will refund the greater
of your premium  payments or the value of the Variable Fund Accounts as of the
Date of Receipt of your cancellation request. SEE "Free Look Right."


                              POLICY INFORMATION

POLICY ISSUANCE

WHO MAY PURCHASE A POLICY

      Any  individual  of  legal  age in a state  where  the  Policies  may be
lawfully  sold can apply to  purchase a Policy.  However,  we will not issue a
Policy that insures a person who is over 80 years of age.

HOW TO PURCHASE A POLICY

      To obtain a Policy,  you must  complete  an  application  and submit it,
along with your initial premium payment (if required), to our Home Office. You
also must provide us with  satisfactory  evidence of your insurability as part
of the application or "underwriting" process. During the underwriting process,
we will  normally  ask you to  complete a medical  examination  so that we can


                                       9

<PAGE>

assign you to an  underwriting  or "rate"  class that we will use to determine
your cost of insurance charges.

      After we complete our underwriting  process, we will promptly notify you
of our decision regarding your application. We reserve the right to reject any
application  for any reason.  If we accept  your  application,  the  insurance
coverage  provided by your Policy will begin as of the Effective Date. We may,
in our discretion, backdate the Effective Date of a Policy by up to six months
prior to the date of your application, if by doing so the Insured's issue age,
and hence your cost of  insurance  charges,  would be lower.  If we backdate a
Policy,  your initial  premium must  include  sufficient  premium to cover the
backdating  period. We will make Monthly  Deductions for the period the Policy
is  backdated.  You  will  not  receive  any  investment  performance  for the
backdating period.


EFFECTIVE DATE OF YOUR POLICY

      Insurance  coverage begins on the Policy's  Effective Date. We will need
to receive your first premium  payment to put your Policy into effect,  unless
the  Specified  Amount you are  applying  for,  plus any other  insurance  you
currently have with USAA Life,  exceeds  $500,000,  in which case we will bill
you. If you pay your first full  premium with your Policy  application  and we
issue the Policy as applied for, the  Effective  Date will  ordinarily  be the
date we approve the application and issue your Policy.


PREMIUM PAYMENTS

METHODS OF PAYMENT

      We accept premium  payments made by check or money order drawn on a U.S.
bank in U.S.  dollars  and made  payable to "USAA Life  Insurance  Company" or
"USAA Life." We also accept premium  payments made by bank draft,  by wire, or
by exchange from another insurance company.  All premium payments must be sent
directly to our Home Office.  You can also use our  Automatic  Payment Plan to
have monthly premium payments  automatically  deducted from your bank account.
For further  information  about how to make premium  payments by these methods
and any other  method we may make  available,  please  contact  us by  calling
1-800-531-8000.

AMOUNT AND FREQUENCY OF PAYMENTS

      You generally have the flexibility to determine the amount and frequency
of your premium payments. You must, however, maintain sufficient cash value to
keep your Policy in effect. SEE "Lapse and  Reinstatement."  In addition,  you
must observe the limitations described below.

      INITIAL PREMIUM PAYMENT.  To issue a Policy,  we generally  require that
you  provide us with an  initial  premium  payment  equal to at least one full
Planned  Periodic Premium  Payment,  as specified in your Policy.  If you have


                                      10

<PAGE>

elected to use our Automatic Payment Plan, the minimum initial premium payment
would equal two (2) monthly payments under the Plan.

      MINIMUM AND MAXIMUM  PREMIUM  PAYMENTS.  Except for your initial premium
payment,  we do not require any minimum premium payment.  However,  at no time
may the total  amount of your  premium  payments  exceed  the  maximum  amount
allowed by federal tax law, unless necessary to prevent lapse. We will monitor
your  premium  payments to be sure that you do not exceed that  limitation  or
inadvertently  incur any tax penalties due to excess  premium  payments.  If a
premium  payment  would  cause you to exceed  the  maximum  amount  allowed by
federal tax law, we will refund the excess premium payment to you. We also may
invite  you to  apply,  subject  to proof of  insurability,  to  increase  the
Specified Amount of your Policy.  For more  information,  please refer to "Tax
Matters."


ALLOCATION OF PREMIUMS

      On your  Policy  application,  you  must  specify  how  much of your Net
Premium  Payments you want to allocate to each Variable Fund Account.  You can
specify allocations in increments as small as 1/10th of one percent,  provided
that the total amount of your allocations equals 100%.

      PREMIUMS  RECEIVED  DURING THE  APPLICATION  PROCESS.  We will hold your
initial premium payment in our general account during the application process.
During this time, we will not credit any earnings to you.

      PREMIUMS RECEIVED DURING FREE LOOK PERIOD. We will allocate your initial
Net Premium Payment to the Money Market Variable Fund Account at the Account's
Accumulation  Unit value next computed on the date we accept your application.
We will allocate any subsequent Net Premium  Payment that you make during your
Free Look Period to the Money Market  Variable  Fund Account at the  Account's
Accumulation  Unit value next  computed on the Date of Receipt of the payment.
SEE  "Calculating  Your Cash Value in the Variable  Fund  Accounts."  Your Net
Premium Payments will remain in the Money Market Variable Fund Account for the
Free Look Period plus five days. On the Valuation Date  immediately  following
the end of that period, we will allocate your Net Premium  Payments,  plus any
earnings,  among the Variable Fund Accounts in accordance  with the allocation
instructions  specified on your Policy  application,  at the Accumulation Unit
value next computed on that Date.

      PREMIUMS  RECEIVED AFTER FREE LOOK PERIOD.  We will allocate Net Premium
Payments  that you make after  your Free Look  Period in  accordance  with the
allocation  instructions  specified  on your  Policy  application,  unless you
direct  otherwise.  We will credit your Net Premium  Payments to the  Variable
Fund  Accounts  on the Date of  Receipt  at the  Accumulation  Unit value next
computed on that Date.

      CHANGING YOUR ALLOCATIONS.  You may change your allocation  instructions
at any time by  telephone or by Notice to Us. There are no charges or fees for
changing  your  allocation  instructions.  The  allocation  change will become
effective  with the first premium  payment we receive on or following the Date
of Receipt of your request.


                                      11

<PAGE>

PLANNED PERIODIC PREMIUM PAYMENTS

      You may,  for  convenience,  choose  to make  planned  periodic  premium
payments.  Your  Policy  will show a  schedule  of  planned  periodic  premium
payments  and,  if you like,  we will send you premium  notices at  quarterly,
semi-annual,  or annual  intervals.  To facilitate  planned  periodic  premium
payments,  we also will accept monthly premium  payments through our Automatic
Payment Plan. You are not obligated to follow the schedule of planned periodic
premium  payments  and  failing to do so will not itself  cause your Policy to
lapse. Conversely,  following the schedule will not guarantee that your Policy
will remain in effect, unless you have made enough premium payments to qualify
for the Guaranteed Death Benefit. SEE "Guaranteed Death Benefit."


ANNUAL TARGET PREMIUM PAYMENT

      We will use the Annual Target Premium  Payment  specified in your Policy
to  determine  whether  we will  deduct a premium  charge  from  your  premium
payments or a surrender  charge if you fully  surrender.  SEE "Premium Charge"
and "Surrender  Charge" under "Charges and  Deductions."  We also will use the
Annual  Target  Premium  Payment to  determine  whether the  Guaranteed  Death
Benefit   applies.   SEE   "Guaranteed   Death   Benefit"   under  "Lapse  and
Reinstatement."


INVESTMENT OPTIONS

      Currently,  you may invest,  through the Separate  Account,  in up to 12
Funds. The Separate  Account  consists of 12 Variable Fund Accounts,  seven of
which  correspond  to  Funds of USAA  Life  Investment  Trust,  three of which
correspond to BT Insurance Funds Trust, and one each of which corresponds to a
Fund of The Alger American Fund and Scudder Variable Life Investment Fund. You
can invest in a Fund by allocating Net Premium  Payments to the  corresponding
Variable Fund Account.

      A brief  description  of each Fund appears in the table below.  For more
information,  including a discussion of potential  investment and other risks,
please refer to the accompanying prospectuses for the Funds.


                                      12

<PAGE>


                                      Investment Objective
FUND
    
USAA LIFE INVESTMENT TRUST

   MONEY MARKET FUND                Highest level of current income consistent
                                    with    preservation    of   capital   and
                                    maintenance of liquidity

   INCOME FUND                      Maximum  current income without undue risk
                                    to principal

   GROWTH AND INCOME FUND           Capital growth and current income

   WORLD GROWTH FUND                Long-term capital appreciation

   DIVERSIFIED ASSETS FUND          Long-term capital growth,  consistent with
                                    preservation  of capital  and  balanced by
                                    current income

   AGGRESSIVE GROWTH FUND           Appreciation of capital

   INTERNATIONAL FUND               Capital  appreciation  with current income
                                    as a secondary objective


THE ALGER AMERICAN FUND

   Growth Portfolio                 Long-term capital  appreciation


SCUDDER VARIABLE
LIFE INVESTMENT FUND

   Capital Growth Portfolio -       Maximize  long-term  capital growth from a
   Class A shares                   portfolio  consisting  primarily of equity
                                    securities


BT INSURANCE FUNDS TRUST            To  replicate  as closely as possible  the
   Equity 500 Index Fund            performance  of the  Standard & Poor's 500
                                    Composite  Stock  Price  Index  before the
                                    deduction of Fund expenses.

   Small Cap Index Fund             To  replicate  as closely as possible  the
                                    performance  of  the  Russell  2000  Index
                                    before the deduction of Fund expenses.

   EAFE(R) Equity Index Fund        To  replicate  as closely as possible  the
                                    performance of the Morgan Stanley  Capital
                                    International Europe,  Australia, Far East
                                    (EAFE) Index before the  deduction of Fund
                                    expenses.


                                      13

<PAGE>

ADDITIONS OR CHANGES TO INVESTMENT OPTIONS

      We may,  from  time to  time,  make  additional  Funds or  Mutual  Funds
available as investment options through corresponding  Variable Fund Accounts.
We may do so when, for example, we believe marketing or investment  conditions
warrant.

      We also reserve the right, subject to compliance with applicable law, to
change the Funds that are or may be available as investment  options.  We may,
for example,  eliminate or merge one or more Funds or substitute the shares of
a Fund for those of  another  Fund or Mutual  Fund.  We may do so, in our sole
discretion,  if in our  judgment  further  investment  in any  Fund  would  be
inappropriate  in view of the  purposes  of the  Policies.  We will  give  you
written notice of the addition,  elimination,  merger,  or substitution of any
Fund as required by law. In any event, the Separate Account may purchase other
securities for other classes of policies.

      In the event of any substitution or other change, we may, by appropriate
endorsement, make any changes in your Policy and any future policies as may be
necessary or appropriate to reflect the  substitution or change.  Also, we may
operate the Separate  Account as a management  company,  we may  deregister it
with the SEC in the event such  registration is no longer required,  or we may
combine it with other USAA Life separate accounts.


VOTING PRIVILEGES

      From  time to time,  a Fund may seek  shareholder  approval  on  certain
matters. Each Variable Fund Account is a shareholder of the corresponding Fund
in which it invests.  As the depositor of the Variable Fund  Accounts,  we are
entitled  to vote the  shares  held by the  Accounts.  However,  in our  view,
applicable  law currently  requires us to vote the shares held by our Variable
Fund Accounts in accordance with  instructions that we receive from Owners who
have a voting  interest in the Funds.  We  presently  intend to do so. We also
will vote  shares on which we have  received no  instructions,  as well shares
that we own that are not  attributable to Policies,  in the same proportion as
we  vote  shares  for  which  we  have  received  instructions.  If,  however,
applicable  law changes or our view of the law  changes,  we may elect to vote
the Fund shares in our own right.

      The number of Fund shares for which you may provide instructions depends
on your cash value in each corresponding Variable Fund Account,  determined as
of the record date established by the Fund for determining  shareholders.  SEE
"Cash Value." We will send you voting  instruction forms and related materials
at the appropriate time.

      We may disregard your voting  instructions  under certain  circumstances
permitted by applicable law. In the event we disregard voting instructions, we
will  include a summary of that  action and the reasons for such action in the
next report to Owners.



                                      14

<PAGE>

SPECIAL CONSIDERATIONS

      Each Mutual Fund offers its shares to separate  accounts of unaffiliated
life insurance companies to fund benefits under variable annuity contracts and
variable life insurance policies. We do not foresee any disadvantage to Owners
arising out of these  arrangements.  Nevertheless,  differences  in  treatment
under tax and other  laws,  as well as other  considerations,  could cause the
interests of various  purchasers  of contracts  and policies to conflict.  For
example,  violation of the federal tax laws by one separate account  investing
in a Mutual Fund could cause the contracts or policies  funded through another
separate  account to lose their  tax-deferred  status,  unless remedial action
were taken.  If a material  irreconcilable  conflict  arises between  separate
accounts,  a separate account may be required to withdraw its participation in
a Mutual Fund.  If it becomes  necessary  for any separate  account to replace
shares of a Mutual Fund with another  investment,  the Mutual Fund may have to
liquidate portfolio  securities on a disadvantageous  basis. At the same time,
each Mutual Fund and USAA Life are  subject to  conditions  imposed by the SEC
that are  designed  to prevent or remedy any  conflict  of  interest.  In this
connection,  the Board of Trustees of each Mutual Fund has the  obligation  to
monitor events in order to identify any material  irreconcilable conflict that
may possibly  arise and to determine what action,  if any,  should be taken to
remedy or eliminate the conflict.


POLICY LAPSE AND REINSTATEMENT

LAPSE

      Your  Policy  will  lapse at any time that  your  Policy  cash  value is
insufficient  to pay the Monthly  Deduction  and any loan  interest  then due,
unless you have paid  enough  premiums  to qualify  for the  Guaranteed  Death
Benefit. SEE "Guaranteed Death Benefit."


GRACE PERIOD

      You have a grace  period  during  which to  provide  us with  sufficient
payment  to keep your  Policy in force.  The grace  period  will  begin on any
Monthly  Anniversary  when your Policy cash value is insufficient to cover the
Monthly  Deduction and any loan interest then due for the following  month and
any loan interest then due. We will notify you, and any assignee of record, of
the date the grace period expires and of the premium necessary to continue the
Policy in effect.  During the grace period,  you must submit enough premium to
cover three (3) Monthly Deductions and any loan interest due. The grace period
is 61 days long and begins on the date we send notice to you.

      If you fail to pay the necessary  premium  within the grace period,  all
insurance,  including benefits provided by rider,  terminates.  If the Insured
dies during the grace period, we will pay the death benefit,  less any due and
unpaid Monthly  Deductions and any loan interest due, to your beneficiary.  We
will not refund any cash value remaining in the Policy at the beginning of the
grace period during the grace period or at lapse.


                                      15

<PAGE>

GUARANTEED DEATH BENEFIT

      You have the option to pay planned  periodic  premium  payments based on
the Annual Target Premium Payment  specified in your Policy. If on any Monthly
Anniversary during your first five (5) Policy Years the total premium you have
paid,  less any  partial  surrenders,  is equal to or greater  than the Annual
Target  Premium  Payment  specified  in your  Policy,  adjusted to reflect the
number  of  Monthly  Anniversaries  that  have  occurred  since  the  Policy's
Effective Date, then we guarantee that your Policy will not lapse, even if the
cash surrender value is insufficient to pay for the Monthly  Deduction and any
loan interest then due. The guarantee  death benefit is only available  during
the first five (5) Policy Years.

      To illustrate how the guaranteed death benefit works,  let's assume your
Annual Target Premium  Payment is $2,000.  If you have paid an amount equal to
three and a half Annual Target  Premium  Payments or $7,000,  your Policy will
not lapse,  during the first three and a half Policy Years,  even if your cash
surrender value on any Monthly  Anniversary during that period is insufficient
to pay your Monthly  Deduction  and any loan interest then due. The same would
be true on any Monthly  Anniversary  thereafter,  until the fifth Policy Year,
provided  you have met the  then  applicable  Annual  Target  Premium  Payment
requirements.  Conversely,  if you have not met the  applicable  Annual Target
Premium Payment requirements on any Monthly Anniversary,  the guaranteed death
benefit  would not apply and your Policy  would  lapse if your cash  surrender
value is insufficient to pay your Monthly Deduction and any loan interest then
due.

      If you change your Policy's  Specified  Amount within the first five (5)
Policy Years,  we will declare a new Annual Target Premium  Payment and use it
to determine whether the Guaranteed Death Benefit applies.


REINSTATEMENT

      You may reinstate a lapsed Policy within five (5) years from the date of
lapse and before the Policy's maturity date. We will require the following for
reinstatement:

      1.    A completed application for reinstatement;

      2.    Proof of insurability satisfactory to USAA Life;

      3.    Payment  of  premium  sufficient  to  pay  the  estimated  Monthly
            Deductions for at least the three (3) Policy months beginning with
            the effective date of reinstatement; and

      4.    Payment of, or agreement to reinstate, any Policy Indebtedness.

      The  effective  date  of the  reinstated  Policy  will  be  the  Monthly
Anniversary on or before approval date of reinstatement.


                                      16

<PAGE>

      Upon reinstatement, we will reinstate your Policy's death benefit to the
Specified  Amount in effect at lapse,  less,  if  applicable,  any  reinstated
Indebtedness.  Your  Policy's  initial  reinstated  cash value will be the net
reinstated  premium less the Monthly  Deduction  for the month  following  the
effective  date of the  reinstatement  plus,  if  applicable,  any  reinstated
Indebtedness  plus any interest  earnings credited to the loan collateral held
in the general account.  You will not receive any past performance  during the
grace period.

      One advantage of reinstating a lapsed Policy is that the first-year-only
administrative  charge will not be repeated  if it has  already  been paid.  A
possible disadvantage of reinstatement is that any Policy Indebtedness must be
paid or reinstated.


CHARGES AND DEDUCTIONS

PREMIUM CHARGE

      We deduct a 3% premium charge from each premium we receive to compensate
us for sales  charges and taxes.  The  resulting  Net  Premium  Payment is the
amount we allocate to the Variable Fund Accounts that you select.

      We will deduct the  premium  charge  from all of your  premium  payments
until the gross amount of premium  payments we receive  exceeds the sum of the
Annual  Target  Premium  Payments  payable  over 10 years.  If you increase or
decrease the Specified  Amount,  we will calculate a new Annual Target Premium
Payment  for  you and  use it to and  determine  whether  the  premium  charge
applies.

      To  illustrate  how this charge  works,  if your Annual  Target  Premium
Payment is $2,000,  we would no longer deduct the premium charge once you have
paid in premiums of $20,000 ($2,000 per Policy Year for 10 years).


MONTHLY DEDUCTIONS

      On  your  Policy's   Effective   Date,  and  each  Monthly   Anniversary
thereafter,  we will deduct  certain  monthly  charges from your Policy's cash
value.  SEE  "Deduction of Charges." The Monthly  Deduction  will include your
cost of  insurance  charges,  charges  for  any  optional  insurance  benefits
provided by rider, an  administrative  charge,  and a maintenance  charge,  as
described below.

      COST OF INSURANCE  CHARGES.  Your monthly cost of insurance charges will
depend on a number of variables,  including the Specified  Amount of insurance
coverage  and death  benefit  option you select  (both of which affect the net
amount at risk to us),  your  cost of  insurance  RATE  (which is based on the
Insured's  age, sex, and rate class),  and the  investment  experience of your
cash value in the  Variable  Fund  Accounts.  For more  information  on how we
determine  your  cost of  insurance  charges,  SEE  "Calculating  Your Cost of
Insurance."


                                      17

<PAGE>

      CHARGES FOR OPTIONAL  INSURANCE  BENEFITS.  The Monthly  Deduction  will
include  charges for any optional  insurance  benefits  added to the Policy by
rider. SEE "Optional Insurance Benefits."

      ADMINISTRATIVE CHARGE (FIRST POLICY YEAR ONLY). During your first twelve
Policy  months only,  we will deduct a monthly  administrative  charge of $10.
This charge compensates us for start-up  administrative expenses that we incur
in issuing your  Policy.  These  expenses  include,  for example,  the cost of
processing your  application,  conducting a medical  examination,  determining
insurability and rate class, and establishing  Policy records.  The investment
advisers or other  affiliates of certain Mutual Funds  reimburse USAA Life for
the cost of  administrative  services  provided  to the  Funds  as  investment
options under the Policies. Compensation is paid out of fee earnings, based on
a percentage of a Fund's average net assets attributable to a Policy.

      RECURRING  MAINTENANCE  CHARGE.  The Monthly  Deduction  will  include a
recurring  maintenance  charge  of $5.  This  charge  compensates  us for  the
recurring  administrative  expenses  related to the maintenance of your Policy
and of the Separate  Account.  These expenses  include,  for example,  premium
notices and collection, recordkeeping, processing death benefit claims, Policy
changes,  reporting,  and overhead  costs.  This charge is  guaranteed  not to
increase during the life of the Policy.


SEPARATE ACCOUNT CHARGES

      We deduct certain  charges on a daily basis as a percentage of the value
of each Variable Fund Account of the Separate Account.  These charges have the
affect of reducing your Policy's cash value.

      MORTALITY AND EXPENSE CHARGE. We assess a daily charge of .00204% (equal
to 0.75% annual  rate)  against the values of each  Variable  Fund Account for
mortality and expense  risks that we assume under the  Policies.  We guarantee
that  this  charge  will not  increase  during  the life of your  Policy.  The
mortality  risk that we assume is that Insureds may live for a shorter  period
of time than we estimate  and,  thus a greater  amount of death  benefits than
expected will be payable. The expense risk we assume is that expenses incurred
in issuing and administering the Policies will be greater than we estimate.

      FEDERAL  INCOME TAX  CHARGE.  Currently,  we make no charge  against the
Separate  Account for federal  income  taxes that may be  attributable  to the
Separate Account. We may, however, make such a charge in the future, should it
be necessary.  We also may make charges for other taxes, if any,  attributable
to the Separate Account. SEE "Tax Matters."


TRANSFER CHARGES

      We assess a $25  charge for each cash value  transfer  between  Variable
Fund  Accounts in excess of six (6) per Policy Year.  SEE  "Transfers  of Cash
Value" and "Deduction of Charges."


                                      18

<PAGE>

SURRENDER CHARGES

      PARTIAL SURRENDER  CHARGE.  For each partial surrender of cash value, we
assess a charge equal to the lesser of $25 or 2% of the amount withdrawn.  SEE
"Surrenders" and "Deduction of Charges."

      FULL SURRENDER CHARGE.  For full surrenders prior to the end of the 10th
Policy Year, we assess the surrender  charge  described  below. The purpose of
the  surrender  charge  is to  compensate  us for the  expenses  we  incur  in
distributing  the Policies.  The amount of the  surrender  charge will equal a
percentage  of the Annual  Target  Premium  Payment  specified in your Policy,
regardless  of the amount of premiums  you actually  pay.  SEE "Annual  Target
Premium Payment." The applicable percentage depends on when you surrender.  As
shown in the table below, the applicable  percentage declines each Policy Year
to 0% after the 10th Policy Year.


<TABLE>
           SURRENDER CHARGE AS A % OF ANNUAL TARGET PREMIUM PAYMENT
<S>              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Policy  Year     1      2      3      4      5      6      7      8      9      10     11+
Applicable %     50%    45%    40%    35%    30%    25%    20%    15%    10%     5%     0%
</TABLE>


      To  illustrate  how the surrender  charge  works,  if your Annual Target
Premium Payment is $2,000 and you  surrendered  your Policy in full during the
first Policy Year, the surrender charge would be determined by multiplying 50%
times $2,000 = $1,000.  Thus,  in this example the  surrender  charge would be
$1,000.

      If you increase or decrease  your Policy's  Specified  Amount within the
first 10 Policy Years, we will declare a new Annual Target Premium Payment for
you, which we will use to determine the surrender charge.


OTHER CHARGES

      The Variable Fund Accounts purchase shares of the Funds at the net asset
value of the shares.  The net asset value reflects the  investment  management
fees and other expenses already  deducted from each Fund's assets.  These fees
and other expenses  appear under "The Policy At a Glance." Please refer to the
accompanying prospectuses for the Funds for more information on these fees and
expenses.


DEDUCTION OF CHARGES

      Unless you direct otherwise,  we will deduct the Monthly Deduction,  any
partial surrender charge, and any transfer charge from your cash value in each
Variable  Fund Account in  proportion  to the amount you have invested in each


                                      19

<PAGE>

Account. You may, at any time, change how we deduct your charges by submitting
a Notice to Us.


DEATH BENEFIT

      The Policy  offers  two death  benefit  options,  Option A and Option B,
which you select on your Policy application.

      If you select  OPTION A, your death  benefit  will be the greater of (i)
your Policy's  Specified Amount or (ii) the Minimum Amount Insured (which is a
specified  percentage  of your cash value  based on the  Insured's  age).  SEE
"Minimum Amount Insured."

      If you select  OPTION B, your death  benefit  will be the greater of (i)
your Policy's Specified Amount PLUS your cash value or (ii) the Minimum Amount
Insured. SEE "Minimum Amount Insured."

      Under either  option,  we will reduce the amount of death benefit we pay
by the amount of any outstanding  Indebtedness  and any due and unpaid Monthly
Deductions.  SEE  "Payment  of Policy  Benefits."  Please  note  that  partial
surrenders and related  surrender  charges also will reduce the amount of your
death benefit. SEE "Changing Your Policy's Specified Amount."


CHOOSING BETWEEN OPTION A AND OPTION B.

      Both  Option  A and  Option  B  provide  insurance  protection  and  the
opportunity  to build your cash  value.  When  choosing  between  Option A and
Option  B, one way to  differentiate  the two may be to  think of  Option A as
emphasizing  potential cash value growth and Option B as emphasizing potential
death benefit growth, as explained below.

      Under Option A, any cash value you build will decrease the net amount at
risk to us relative to the amount of death  benefit we must pay if the Insured
dies.  As a result,  all other  things  being  equal,  your cost of  insurance
charges  generally  will be lower under  Option A than under  Option B for the
same Specified Amount.  With lower monthly cost of insurance charges,  more of
your cash value can remain  invested in the Variable  Fund  Accounts,  thereby
enabling you to build  potential  cash value faster than you could if you were
paying the  higher  charges  under  Option B.  There is,  however,  no minimum
guaranteed  cash value,  which means you bear the entire  investment risk that
your cash value could fall to zero. SEE "Cash Values."

      Under Option B, unlike  Option A, any cash value you build will increase
the amount of your death benefit.  As a result,  all other things being equal,
your death  benefit  under Option B generally  will be greater than your death
benefit under Option A for the same Specified Amount.


                                      20

<PAGE>

ILLUSTRATIONS OF OPTION A AND OPTION B

      To  illustrate  the  differences  between  Option A and  Option B, let's
assume  that  the  Insured  is less  than 40 years  old,  that  your  Policy's
Specified  Amount is $100,000,  that you have no loan or  outstanding  Monthly
Deductions, and that your Policy cash value is $25,000.

      Under Option A, your death  benefit would be the greater of $100,000 and
the Minimum  Amount  Insured.  Under Option B, your death benefit would be the
greater of $125,000 ($100,000 plus $25,000) and the Minimum Amount Insured.

      Under both  Options,  the death benefit would be higher than the Minimum
Amount Insured,  which would be $62,500, in this example.  (The Minimum Amount
Insured is calculated by multiplying  the cash value by a specific  percentage
prescribed  by the Internal  Revenue Code.  In this  example,  the  prescribed
percentage would be 250%.  Different  percentages apply at different ages, and
generally decline as you get older. SEE "Minimum Amount Insured.")

      Now let's assume that instead of $25,000 your cash value is $50,000. The
Minimum Insured Amount would be $125,000 (250% times $50,000). Under Option A,
your Minimum Insured Amount would be greater than the Specified  Amount.  As a
result, your death benefit would be $125,000.  On the other hand, under Option
B, your death  benefit  ($150,000)  would be higher  than the  Minimum  Amount
Insured ($125,000).


CHANGING YOUR DEATH BENEFIT OPTION

      After the death benefit option you selected on your Application has been
in effect for one Policy Year,  you may change it by sending Notice to Us. The
new death benefit option also must remain in effect for one Policy Year before
we will allow another change. There is no charge or fee for changing the death
benefit option. The change will become effective on the Monthly Anniversary on
or following the date we approve the change.

      If you  change  your  death  benefit  from  Option A to  Option  B, your
Policy's new Specified  Amount will be the old Specified  Amount  DECREASED by
your  Policy's   cash  value   (excluding   the  amount  of  any   outstanding
Indebtedness)  next determined on the Date of Receipt of your Notice to Us. We
will not allow this change if it would  result in a  Specified  Amount that is
less than the minimum  Specified  Amount of $50,000 ($25,000 for Insureds less
than 18 years of age).  Changing  from Option A to Option B will require proof
of insurability, if you wish your Policy's new Specified Amount under Option B
to be the same as the old Specified Amount under Option A.

      If you change your death benefit  option from Option B to Option A, your
Policy's new Specified  Amount will be the old Specified  Amount  INCREASED by
your  Policy's   cash  value   (excluding   the  amount  of  any   outstanding
Indebtedness)  next  determined  on the Date of Receipt of your  Notice to Us.
Changing  from  Option B to Option A does not require  proof of  insurability,
unless you make changes in your Policy's  Specified  Amount or elect  optional
benefits available by rider.


                                      21

<PAGE>

      A change in death benefit option will affect your cost of insurance. SEE
"Calculating  Your Cost of Insurance." We will recalculate the maximum premium
limitation  following a change in death benefit  option.  SEE "Minimum  Amount
Insured" under "Calculating Your Cost of Insurance."


CHANGING YOUR POLICY'S SPECIFIED AMOUNT

      Within  certain  limits,  you  may  increase  or  reduce  your  Policy's
Specified  Amount.  A change in Specified Amount may increase or decrease your
cost of insurance charges.  SEE "Calculating Your Cost of Insurance." A change
in the Specified  Amount also may have tax  consequences.  SEE "Tax  Matters."
Changes in  Specified  Amount do not  necessarily  require  changes in planned
periodic   premiums.   SEE  "Planned  Periodic  Premium   Payments."  We  will
recalculate the maximum premium limitations  following an increase or decrease
in Specified Amount. SEE "Premium Payments" and "Tax Matters."

      The minimum  amount by which you can increase  your  Policy's  Specified
Amount is $25,000.  You must apply in writing and we will require satisfactory
proof of  insurability.  The  change  will  become  effective  on the  Monthly
Anniversary  on or following the date we approve the increase.  Your rights to
cancel your Policy do not apply to increases in Specified Amount.

      We will not allow a reduction  (other than that resulting from a partial
surrender  of cash value under  Option A) that  results in a Specified  Amount
that is less than  $50,000  ($25,000  if the  Insured is less than 18 years of
age),  nor will we allow a  reduction  that  would  cause  your  Policy not to
qualify as life insurance for federal tax law purposes. Requests for reduction
must be in writing. For purposes of determining your cost of insurance charge,
we will apply any reduction to any  increases in the  Specified  Amount in the
reverse order in which they occurred.  The change will become effective on the
Monthly Anniversary on or following the Date of Receipt of your request.

      Partial  surrenders  will reduce your Policy's death benefit on a dollar
for dollar basis unless the death benefit is the Minimum  Amount  Insured,  in
which case your  death  benefit  will be  reduced by a multiple  of the amount
surrendered.  Under death benefit Option A, the Specified  Amount and the cash
value  will be reduced by the amount of the  partial  surrender.  Under  death
benefit  Option B, only the cash value  portion of the death  benefit  will be
reduced by the amount of the partial surrender.


OTHER POLICY BENEFITS

OPTIONAL INSURANCE BENEFITS

      Subject to certain  underwriting or issue requirements,  you may add one
or more of the following  optional insurance benefits to your Policy by rider.
The rider's description in this Prospectus is subject to the specific terms of


                                      22

<PAGE>

the  rider  as  each  contains  definitions,   contractual  limitations,   and
conditions. We will deduct the cost of any optional insurance benefits as part
of the Monthly Deduction. SEE "Monthly Deductions."

      ACCELERATED BENEFITS FOR TERMINAL ILLNESS RIDER. This rider provides for
an early  benefit  payment to you upon  receipt  of proof that the  Insured is
terminally  ill (as defined in the rider).  The rider is not  available in all
states.  The  maximum  amount  you may  receive  under the rider  prior to the
Insured's  death is 50% of the then current  death  benefit  payable under the
Policy  (excluding any rider benefits and reduced by any  Indebtedness) or, if
less,  $250,000 under all life  insurance  policies that we and our affiliates
have issued on the Insured. We will deduct the amount of any Indebtedness from
the amount of the early  payment.  The early  payment,  plus  interest  on the
payment,  and any unpaid Monthly  Deductions  will become a "lien" against all
future  Policy  benefits.  We will  continue  to charge  interest on the early
payment until the Insured's death. If at any time the amount of the lien, plus
any Indebtedness, exceeds your Policy's then current death benefit, the Policy
will terminate  without further value.  The cash surrender value of the Policy
also will be reduced by the amount of the lien.

      ACCIDENTAL  DEATH BENEFIT RIDER.  This rider provides an additional life
insurance benefit if the Insured's death results from accidental bodily injury
(as defined in the rider).

      CHILDREN TERM LIFE INSURANCE RIDER.  This rider provides level term life
insurance on the lives of the Insured's children (as defined in the rider).

      EXTENDED  MATURITY  DATE  RIDER.  This rider  permits you to extend your
Policy's  maturity date beyond what it otherwise  would be (I.E.,  the Monthly
Anniversary following the Insured's 100th birthday).  The death benefit during
the  extended  maturity  period  will be your  Policy's  cash  value  less any
Indebtedness.  Cost of  insurance  charges do not apply  during  this  period,
though we will assess a maintenance charge.  Extension of the maturity date is
subject to all of the terms and  conditions  of the Policy,  except where they
are  inconsistent  with the rider.  Extending the maturity date of your Policy
beyond  the  Insured's  age 100 may  result  in the  current  taxation  of any
increases in your Policy's cash value that result from  investment  experience
in the Variable  Fund  Accounts.  You should  consult a qualified  tax adviser
before making such an extension.

      WAIVER OF MONTHLY  DEDUCTION  RIDER.  This  rider  waives  your  Monthly
Deduction during periods of total and permanent disability of the Insured, but
only if the Insured has been totally and  permanently  disabled (as defined in
the rider) for at least six consecutive  months. We will not deduct the amount
of any Monthly  Deduction waived under this rider from the cash value proceeds
payable upon maturity of your Policy, or the death benefit proceeds payable if
the Insured dies before the Policy  matures.  If Option A is in effect when we
approve a claim under the rider, we will change your death benefit option from
Option A to Option B as of the Monthly Anniversary after the disability began.
While we are  paying  benefits  under the  rider,  you may not  increase  your
Policy's  Specified  Amount.  Please  note  that the  rider  does not apply to
interest under your Policy loans. As a result, it is possible that your Policy
could lapse for nonpayment of loan interest.


                                      23

<PAGE>

      If you would  like  further  information  about the  optional  insurance
benefits  available  under your Policy,  please contact us at  1-800-531-8000.
Please  note that adding or  deleting  riders,  or  increasing  or  decreasing
coverage under the riders,  can have tax consequences.  SEE "Tax Matters." You
should consult a qualified tax adviser.


BENEFITS AT MATURITY

      If the  Insured  is living,  we will pay the cash value of your  Policy,
less any Indebtedness,  when your Policy matures.  All Policies will mature on
the Monthly Anniversary following the Insured's 100th birthday unless extended
by rider.


PAYMENT OF POLICY BENEFITS

PAYMENT OF DEATH BENEFIT

      As long as your Policy has not  terminated  due to lapse,  maturity,  or
full surrender,  we will pay your Policy's death benefit to your  beneficiary.
We will usually pay the death  benefit  within seven (7) days after we receive
Proof  of Death  and all  other  appropriate  requirements  necessary  to make
payment are met. We will determine the cash value portion of the death benefit
as of the Valuation Date immediately  following the date of death. We will pay
the death  benefit upon receipt of Proof of Death in cash or under one or more
of the payment options you have selected in advance.  If you have not selected
a payment option,  your beneficiary may select the payment option prior to the
Insured's  death.  We may  postpone  payment  of the death  benefit in certain
circumstances. SEE "Postponement of Payments."


PAYMENT OF MATURITY BENEFIT

      If your Policy matures before the Insured dies, we will normally pay you
the cash value of your Policy  within seven days after the  Valuation  Date on
which the Policy matures.  We may postpone payments in certain  circumstances.
SEE "Postponement of Payments."

      We will reduce the cash value by any Indebtedness and any due and unpaid
Monthly  Deductions.  These  proceeds  will  be  increased  by any  applicable
additional  optional  insurance death benefits provided by rider and will also
include interest accrued from the date of death to the payment date.


DEATH BENEFIT PAYMENT OPTIONS

      We will pay the death  benefit in a lump sum or under one of the payment
options below. During the Insured's lifetime, you may select a payment option.
If the Insured dies and you have not chosen a payment option, your beneficiary
can choose a payment option.  If you have selected a payment option before the
Insured's  death,  your  beneficiary  may not  change  that  option  after the


                                      24

<PAGE>

Insured's  death.  Proceeds applied under a payment option will no longer vary
by the investment experience of the Variable Fund Accounts.

      The nature and  timing of your  choice of payment  option can effect the
tax  consequences  to you or your  beneficiary.  You should  consult  your tax
adviser.

      INTEREST  ONLY  OPTION.  The  Policy's  principal  amount may be left on
deposit with USAA Life for a mutually  determined fixed period,  not to exceed
30 years.  We will make  interest  payments  at  mutually  determined  regular
intervals.  The  principal  amount will earn  interest at a minimum rate of 3%
compounded annually. At the end of the fixed period, we will pay the principal
amount as agreed.

      INSTALLMENTS FOR A FIXED PERIOD OPTION.  Under this option,  we will pay
the  principal  amount  plus  interest  in equal or unequal  installments,  as
mutually  agreed upon, for a specified  number of years (not more than 30), as
mutually  agreed upon.  The amount of the  installments  will not be less than
that shown in the Table of Guaranteed Payments contained in your Policy.

      INSTALLMENTS  OF A FIXED AMOUNT OPTION.  Under this option,  we will pay
the  principal  amount  plus  interest  in equal or unequal  installments,  as
mutually agreed upon, until the amount applied,  together with interest on the
unpaid balance, is paid in full.

      OTHER  OPTIONS.  We will apply the sum under any other  option  mutually
agreed upon.

      Any arrangements  involving more than one payment option, or involving a
Beneficiary  that is not a natural  person  (E.G, a  corporation)  or who is a
fiduciary  (e.g.,  a trustee) are subject to our  approval.  In addition,  the
details of the arrangements are subject to our rules in effect at the time the
arrangements take effect.


CASH VALUE

      Your Policy's cash value will vary on a daily basis with the  investment
experience of the Variable Fund Accounts to which you have  allocated your Net
Premium  Payments.  Your Policy's cash value also will vary to reflect various
Policy transactions,  such as additional premium payments, partial surrenders,
and Policy  loans,  and to reflect  applicable  charges and  deductions.  YOUR
POLICY DOES NOT PROVIDE A MINIMUM  GUARANTEED CASH VALUE, WHICH MEANS YOU BEAR
THE ENTIRE INVESTMENT RISK THAT YOUR CASH VALUE COULD FALL TO ZERO.

      On your  Policy's  Effective  Date,  your cash value will equal your Net
Premium  Payments,  less the Monthly Deduction for the following Policy month.
Thereafter,  your cash value on any Valuation  Date will equal the sum of your
Policy's cash values  invested the Variable Fund Accounts plus, if applicable,
any cash values  transferred  from the Separate Account to our general account
to secure any Policy  loan,  plus any interest  earnings  credited to the loan
account values, less the amount of any outstanding Indebtedness,  and less any
Monthly  Deductions,  transfer charges,  and partial surrender charges applied
through that date. SEE "Loans."


                                      25

<PAGE>

CALCULATING YOUR CASH VALUE
IN THE VARIABLE FUND ACCOUNTS

      When you invest in a Variable Fund Account,  you are purchasing units of
interest or "Accumulation Units" ("units") of that Account. You purchase units
at their price next  determined  on any given  Valuation  Date  following  the
receipt of your  payment.  Therefore,  on any given  Valuation  Date,  you can
calculate  the  value  of  your  investment  in a  Variable  Fund  Account  by
multiplying the number of units of each Variable Fund Account credited to your
Policy by the price of the units on that Date.

      We  determine  the number of units to credit to you by dividing  (i) the
Net Premium  Payments  you  allocate to a Variable  Fund  Account by (ii) that
Variable Fund  Account's  price per unit or "unit value" on the Valuation Date
we receive your payment.  Certain transactions will affect the number of units
in a Variable Fund Account credited to you. Net Premium Payments will increase
the number of full or fractional  units.  Loans,  partial or full  surrenders,
surrender fees, transfer charges, and Monthly Deductions involve redemption of
full or fractional  units and will decrease the number of units.  In addition,
transfers of cash value among  Variable Fund Accounts will decrease the number
of units in the Variable Fund  Accounts  from which cash value is  transferred
and increase the number of units in the Variable  Fund  Accounts to which cash
value is transferred.

      Each Variable Fund Account's units are valued separately. Initially, the
unit value of all units in each  Variable  Fund  Account was set at the prices
shown in the table below.


<TABLE>
 Variable Fund Account                          Unit Value as of May 1, 1998
 ---------------------                          ----------------------------
<S>                                            <C>
 USAA Life Money Market
 USAA Life Income
 USAA Life Growth And Income
 USAA Life World Growth
 USAA Life Diversified Assets
 USAA Life Aggressive Growth
 USAA Life International
 Alger American Growth
 Scudder VLIF Capital Growth
 BT Equity Index
 BT Smallcap Index
 BT EAFE(R) Equity Index
</TABLE>


      Thereafter,  the unit value of a Variable  Fund Account on any Valuation
Date is  calculated  by adjusting  the unit value from the previous  Valuation
Date for: (1) the investment  performance of the  corresponding  Fund, (2) any
dividends or distributions paid by that Fund, (3) the Separate Account charges
that we assess (SEE "Separate Account Charges").


                                      26

<PAGE>

      To find out  daily  what your cash  value  is,  including  the value and
number of units of each Variable Fund Account credited to your Policy,  please
call us at 1-800-531-8000.


TRANSFER OF CASH VALUE

      Except during the first 30 days after your Policy becomes effective, you
may transfer all or part of the cash value in any Variable Fund Account to any
other Variable Fund Account of the Separate  Account,  up to six (6) times per
Policy Year,  without  charge.  Each  transfer  thereafter is subject to a $25
charge.

      The minimum  amount you can transfer  from any Variable  Fund Account is
$250 (or the remaining cash value in the Variable Fund Account value if less).
A transfer will result in the redemption or purchase (or both) of units of the
Variable Fund Accounts involved. You may request a transfer by telephone or by
Notice to Us. We will effect the transfer using the Variable Fund Account unit
values next computed  following the Date of Receipt of your request,  unless a
postponement of payments is in effect. SEE "Postponement of Payments."

      We reserve the right,  at any time,  to  terminate,  suspend,  or modify
these transfer privileges.


LOANS

      After your first  Policy  Year,  you may borrow  money from USAA Life by
using your Policy as the sole  security for the loan.  The amount that you may
borrow  is the  "loan  value."  The  maximum  loan  value is 85% of your  cash
surrender value.

      You may  request a loan by  telephone  or by Notice to Us,  but you must
obtain the written consent of all assignees and irrevocable beneficiaries,  if
any, before we can make the loan.

      We will  usually pay you the loan  proceeds  within seven (7) days after
the Date of Receipt of your loan request, unless a postponement of payments is
in effect. SEE "Postponement of Payments."


LOAN COLLATERAL

      When you take a loan,  we will transfer an amount equal to the loan from
your cash value in the Variable Fund Accounts to our general account.  We make
this transfer of "loan  collateral"  to secure your loan.  You may specify the
Variable Fund Accounts from which you want us to withdraw the loan collateral.
If you do not so  specify,  we will  withdraw  the  loan  collateral  from the
Variable  Fund Account in  proportion  to the amount you have invested in each
Account. While a loan is outstanding,  we will credit the loan collateral on a
daily basis with interest at an effective annual rate of 4%.


                                      27

<PAGE>

LOAN INTEREST

      We will charge you interest on your loan at a maximum  annual rate of 6%
payable in advance.  We have the option of charging  less.  For Policies  that
have been in effect more than 10 Policy  Years and if the Insured is age 55 or
older,  we charge interest at a maximum annual  "preferred  loan" rate of 4.5%
payable in advance.  We have the option of charging less for a preferred loan.
The entire  amount of  interest  on your loan  balance for each Policy Year is
payable in advance at the  commencement  of the loan and at the  beginning  of
each Policy Year thereafter.  We will  automatically  deduct the interest from
the  Variable  Fund  Accounts  in the same  proportion  as the loan amount was
withdrawn  from the  Accounts.  If you  have  insufficient  cash  value in the
Variable  Fund  Accounts  to pay the  interest,  we will add the amount of any
unpaid  interest  to your loan  principal,  and subject it to the same rate of
interest  as  the  principal.  Because  interest  is  paid  in  advance,  loan
repayments  during a Policy Year may result in an overpayment of interest.  We
will  credit  any  overpayment  of  interest  to you on the  date of any  loan
repayment.


REPAYMENT OF INDEBTEDNESS

      You may repay your Indebtedness (I.E., loans and any unpaid interest) in
full or in part at any time before the Insured's death and while the Policy is
in effect.  If not  repaid,  we will  deduct the  Indebtedness  from any death
benefit, maturity benefit, or surrender payable under the Policy.

      You must designate any loan repayment as such. Otherwise,  we will treat
it as a  premium  payment  instead.  You may  direct  how you want  your  loan
repayment to be  allocated  among the Variable  Fund  Accounts.  If you do not
specify an  allocation,  we will allocate your loan  repayment to the Variable
Fund Accounts in the same  proportion as each Account's value has to the total
cash surrender value of your Policy.


EFFECT OF POLICY LOANS

      A loan will reduce the cash value of the  Variable  Fund  Accounts  from
which it is deducted. Thus, the amount loaned will not share in the investment
experience of the Variable Fund Accounts. Therefore, a loan, whether repaid or
not, will have a permanent effect on the cash value of the Policy.

      Loan  values  will be  determined  as of the Date of Receipt of the loan
request.  For  situations  where a Policy  loan may be  treated  as a  taxable
distribution, SEE "Tax Matters."


SURRENDERS

      You may fully or partially  surrender your Policy for all or part of its
cash value to the extent  described below. We will determine the cash value of
the  surrendered  amount  as of the  Date  of  Receipt  of  your  request  for


                                      28

<PAGE>

surrender.  There may be tax consequences in connection with a full or partial
surrender.  See "Tax  Matters."  You must  obtain the  written  consent of all
assignees or  irrevocable  beneficiaries,  if any,  before we will process any
request for surrender.

      We will effect any  surrenders  using the  Variable  Fund  Account  unit
values next computed following the Date of Receipt of your Notice to Us or, in
the  cash  of  partial   surrenders,   your  telephone  request.   In  certain
circumstances, we may postpone the payment of surrenders. SEE "Postponement of
Payments."


FULL SURRENDERS

      At any time before the Insured's  death and while the Policy is still in
effect,  you may surrender your Policy for its entire cash surrender  value by
sending  Notice to us. We may require  the return of the  Policy.  We also may
assess a surrender charge. SEE "Surrender  Charges." We sometimes refer to the
net amount you would  receive as the  Policy's  "cash  surrender  value." Your
Policy and all insurance  will terminate on the Date of Receipt of your Notice
to Us.


PARTIAL SURRENDERS

      After your first  Policy  Year and while your Policy is still in effect,
but before the Insured's death, you may surrender a portion of your Policy for
cash.  You may direct how you would  like us to  withdraw a partial  surrender
from your cash value in the Variable  Fund  Accounts.  If you do not specify a
withdrawal  allocation,  we will  withdraw  the  partial  surrender  from  the
Variable  Fund  Accounts  in the same  proportion  as your cash  value in each
Account.  We will assess an administrative  processing fee equal to the lesser
of $25 or 2% of the amount withdrawn.  SEE "Surrender Charges" and "Deductions
for Charges." You may request a partial surrender by telephone or by Notice to
Us.

      Partial  surrenders and related surrender charges will reduce your death
benefit. SEE "Changing Your Policy's Specified Amount" under "Death Benefit."


TELEPHONE TRANSACTIONS

      You may submit  requests  to change  your  premium  payment  allocation,
requests  for  partial  surrenders,  requests  for  loans,  and  requests  for
transfers of cash value among  Variable Fund  Accounts  made by telephone.  We
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, and only if we do not, will we be liable for any losses
because of unauthorized or fraudulent instructions. We will obtain information
prior to any discussion  regarding your Policy including,  but not limited to:
(i) your USAA number or Policy  number,  (ii) your name, and (iii) your social
security number. In addition, we will record all telephone communications with
you and will send  confirmations  of all  transactions  to your address.  Your
Policy automatically authorizes you to make telephone transactions, subject to
our right to  modify,  suspend,  or  discontinue  this  telephone  transaction


                                      29

<PAGE>

privilege at any time without prior notice.

FREE LOOK RIGHT

      You may cancel your Policy  within 10 days after  receiving  it, or such
longer  period as state law may  require by  returning  the Policy to us along
with a written request for  cancellation.  Upon its return, we will refund the
greater of your premium payments or the value of the Variable Fund Accounts as
of the Date of Receipt of your  written  request to cancel,  plus any  premium
charge, Monthly Deduction, and mortality and expense charge that we deducted.


POSTPONEMENT OF PAYMENTS

      We may postpone payments of partial surrenders, full surrenders,  Policy
loans, maturity benefits,  death benefits, and Variable Fund Account transfers
beyond seven (7) days whenever:

      1.    the New York Stock Exchange is closed,

      2.    the SEC, by order,  permits  postponement  for the  protection  of
            Policy Owners, or

      3.    the  SEC  requires   trading  to  be  restricted  or  declares  an
            emergency.

      We reserve the right to defer payment of any partial and full  surrender
or Policy loans that would be derived  from a premium  payment made by a check
that has not cleared the banking system.


                            MORE POLICY INFORMATION

OWNERS AND BENEFICIARIES

OWNERS

      If you are the Owner of the  Policy,  the rights and  privileges  of the
Policy during the lifetime of the Insured belong to you. Generally,  the Owner
is also the Insured, unless a different Owner is designated in the application
or at a later date.

      SUCCESSOR  OWNER. As Owner,  you may designate a successor Owner. If you
die without  designating a successor Owner,  ownership of the Policy will pass
to your estate.

      CHANGE OF OWNERSHIP.  As Owner, you may change ownership of your Policy,
at any time, during the Insured's lifetime,  by submitting Notice to Us. After
we  receive  your  Notice to Us, the  change  will take  effect on the Date of
Receipt of the  request.  A change of ownership is subject to the rights of an
assignee  of record and those of any  irrevocable  beneficiary.  We are not be
responsible  for any  payments  made or actions  taken  before we receive your
Written Request.


                                      30

<PAGE>

      COLLATERAL ASSIGNMENT. As Owner, you may assign the Policy as collateral
security  by  submitting  a Notice to Us. You will need to obtain the  written
consent of any  irrevocable  beneficiaries  and  assignees of record before we
recognize any assignment;  however,  a collateral  assignment takes precedence
over the interest of a revocable beneficiary.  The assignment will take effect
as of the date we receive  your Notice to Us. We are not  responsible  for the
validity or effect of any collateral  assignment,  nor are we responsible  for
any payment or other action taken  before we receive the Written  Request.  We
are not bound by an assignment until we receive it at our Home Office.

      We will pay any death benefit payable to an assignee in one lump sum. We
will  pay  any   remaining   proceeds  to  the   designated   beneficiary   or
beneficiaries.  A collateral assignee is not an Owner. A collateral assignment
is not a transfer  of  ownership,  unless it is an  absolute  assignment.  All
collateral  assignees  of record must consent to any full  surrender,  partial
surrender,  loan or payment from a Policy under an Accelerated  Benefits Rider
for Terminal  Illness.  There may be unfavorable tax  consequences,  including
recognition  of taxable income and the loss of income  tax-free  treatment for
any death benefit payable to the beneficiary.  Therefore, you should consult a
qualified tax adviser prior to making an assignment.


BENEFICIARIES

      You may name one or more beneficiaries in your Policy  application.  You
may classify beneficiaries as primary, contingent,  revocable, or irrevocable.
If no  primary  beneficiary  survives  the  Insured,  we will  pay the  Policy
proceeds to the contingent beneficiaries. Beneficiaries in the same class will
receive equal payments unless you direct otherwise. A beneficiary must survive
the  Insured  in order  to  receive  his or her  share  of the  death  benefit
proceeds.  If a beneficiary  dies before the Insured  dies,  his or her unpaid
share is  divided  among the  remaining  beneficiaries  of the same  class who
survive the Insured.  If no beneficiary  survives the Insured, we will pay the
proceeds to you, if you are alive, or, if not, to your estate.

      CHANGE OF BENEFICIARY.  You may change the beneficiary while the Insured
is living,  by submitting a Notice to Us. You must obtain the written  consent
of  any  irrevocable  beneficiaries  before  we  will  accept  any  change  in
beneficiary.  After we receive Notice to Us, the change in it will take effect
as of the Date of Receipt of your Notice.  We will not be responsible  for any
payment or other action taken before receipt of the change request. If we make
a payment of death benefits in good faith before receiving the Notice, we will
receive credit for the payment against our liability under the Policy.  We may
require you to return the Policy for endorsement of the beneficiary  change. A
change of Beneficiary is subject to the rights of an assignee of record.


                                      31

<PAGE>

CALCULATING YOUR COST OF INSURANCE

      For  each  Monthly  Anniversary,  we  determine  your  monthly  cost  of
insurance by multiplying  (i) the net amount at risk under your Policy by (ii)
your cost of insurance rate.

NET AMOUNT AT RISK

      We determine  the net amount at risk by  subtracting  your Policy's cash
value on any Monthly  Anniversary  from your  Policy's  current  death benefit
(divided by a factor that  discounts the Death Benefit to the beginning of the
month).  Your  Policy's  death  benefit may be the death  benefit  required to
qualify the Policy as life insurance. SEE "Minimum Amount Insured."

      The net amount at risk may be greater if you have selected death benefit
Option B rather than death benefit Option A. SEE "Death  Benefits."  Since the
death benefit  payable  under Option B is the  Specified  Amount plus the cash
value,  the  difference  between the death  benefit and the cash value will be
greater under Option B than under Option A (unless the Minimum  Amount Insured
applies).  As the net amount at risk will be greater, so the cost of insurance
also will be  greater.  The net amount at risk also may be affected by changes
in your Policy's cash value or in the Specified  Amount.  SEE "Cash Value" and
"Death Benefits."

      The net  amount  at risk  for each  Policy  continues  to be  determined
generally  by  subtracting  the Policy's  cash value from the  Policy's  death
benefit (discounted for one month's interest), regardless of whether the death
benefit  is the  Policy's  current  Specified  Amount  or the  Minimum  Amount
Insured.  The cost of insurance  rate  applied  against the net amount at risk
will continue to increase as the Insured's age increases.

NET AMOUNT AT RISK - MORE THAN ONE RATE CLASS

      If you increase the  Specified  Amount and the rate class  applicable to
the increase is different from that of the initial Specified Amount,  then, in
determining  the cost of  insurance  charge,  the net  amount  at risk will be
calculated  separately for each rate class.  The method of determining the net
amount at risk for each rate class will differ  between Option A and Option B.
If Option A is in effect, the cash value will be apportioned among the initial
Specified  Amount and any increases in Specified  Amount.  The cash value will
first be considered a part of the initial  Specified Amount. If the cash value
is greater than the initial  Specified  Amount,  the balance of the cash value
will then be considered a part of each increase in Specified Amount, beginning
with the first increase.

      If Option B is in effect,  the net amount at risk will be  determined by
the  proportional  relationship  of  the  initial  Specified  Amount  and  the
Specified  Amount  increases  for each new rate  class to the total  Specified
Amount.

      Because the method of  calculating  the net amount at risk is  different
between  Option A and Option B when more than one rate  class is in effect,  a
change in the death  benefit  option may result in a  different  net amount at
risk for each rate class than would have occurred had the death benefit option


                                      32

<PAGE>

not been  changed.  Thus,  the total cost of  insurance  will be  increased or
decreased.

COST OF INSURANCE RATES

      Your cost of insurance  rates are based on your  Insured's age, sex, and
rate  class.   Generally,  we  set  cost  of  insurance  rates  based  on  our
expectations as to future mortality  experience.  We apply any changes to cost
of insurance  rates to all persons of the same age,  sex,  and rate class.  We
will give you 30 days'  notice  before any  increase in your  current  cost of
insurance  rates becomes  effective.  We guarantee that your cost of insurance
rates will never be greater than the maximum cost of insurance  rates shown in
your  Policy.  These  guaranteed  rates  are  based on the 1980  Commissioners
Standard Ordinary Mortality Table, age on the Insured's last birthday.

      The rate class of your Insured will affect your cost of insurance  rate.
USAA Life currently  places  Insureds into one of three preferred rate classes
or into one of two standard rate classes  involving higher mortality risks. In
an otherwise identical Policy,  Insureds in the preferred rate class will have
a lower cost of insurance  rate than those in a standard  rate class.  We make
all final determinations of an Insured's rate class.


MINIMUM AMOUNT INSURED

      If higher than the death benefit under Option A or Option B, we will pay
you the Minimum  Amount  Insured.  The Minimum Amount Insured is the amount of
insurance  proceeds that the Internal Revenue Code requires for your Policy to
qualify  as  life  insurance  and to  exclude  the  death  benefit  from  your
beneficiary's  gross income.  You can determine the Minimum  Amount Insured by
multiplying  your Policy's cash value (excluding the amount of any outstanding
loan and any unpaid  loan  interest)  by a specified  percentage  based on the
Insured's  age. The  specified  percentages,  which  generally  decline as the
Insured gets older, are:

<TABLE>
             MINIMUM INSURED AMOUNT AS A PERCENTAGE OF CASH VALUE
<S>                 <C>          <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>
    INSURED'S       40 or
      AGE*          Under        45       50       55       60       65       70       75 to 95    100

   PERCENTAGE        250%        215%     185%     150%     130%     120%     115%     105%        100%

<FN>
*     Nearest  birthday  at the  beginning  of the  Policy  Year in which  the
      Insured dies. A more complete table appears in your Policy.
</FN>
</TABLE>


      If, prior to the Insured's death,  unexpected increases in your Policy's
cash value  would  cause your  Policy not to  satisfy  Internal  Revenue  Code
requirements,  we may increase the death benefit to the Minimum Amount Insured
so that the death  benefit  will be excluded  from the  beneficiary's  taxable
income.



                                      33

<PAGE>

THE CONTRACT

      The Policy is a legal contract between you and us. The consideration for
issuing the Policy is:

      1.    completion of the application, and

      2.    payment of the first full premium.

      Your Policy,  your Policy  application,  any supplemental  applications,
riders,  endorsements,  and  amendments  form  the  entire  contract.  We will
consider  statements in the application as representations and not warranties.
We will not use any representation to void your Policy or defend a claim under
your Policy unless it is contained in your written application or supplemental
application.  Only the  president or  secretary of USAA Life has  authority to
change or waive a provision of your Policy, and then only in writing.

INCONTESTABILITY

      We will not  contest a Policy,  or any  increase  in  Specified  Amount,
except  for lapse or fraud,  after the Policy or  increase  has been in effect
during the  Insured's  lifetime for two years.  Any increase in the  Specified
Amount  will  have its own  two-year  contestable  period  beginning  with the
Effective Date of the increase.  During any two-year  contestable  period,  we
have the right to  contest  the  validity  of your  Policy  based on  material
misstatements  made in the application or any  supplemental  application.  The
two-year  contestable  period begins on the Effective Date of your Policy, or,
in the case of an  increase,  on the date the  increase is  approved  and made
effective.

      If your  Policy is  reinstated  after  lapse,  it will  have a  two-year
contestable period beginning with the date of reinstatement.  This contestable
period will apply only to statements made in the reinstatement application.

      The incontestability provisions do not apply to optional Policy benefits
added by rider. Each rider contains its own incontestability provision.

      If we contest and rescind  your Policy,  you will receive your  premiums
paid, less any Indebtedness and any previous partial surrenders.


MISSTATEMENT OF AGE OR SEX

      Age  means  the  Insured's  age  on his or  her  last  birthday.  If the
Insured's age or sex has been misstated on the application or any supplemental
application,  we will adjust the cash values and death benefits to those based
on the correct Monthly Deductions since the Policy's Effective Date.


                                      34

<PAGE>

SUICIDE EXCLUSION

      Your Policy does not cover suicide by the Insured, while sane or insane,
during the first two years after the Policy's  Effective  Date. If the Insured
commits  suicide during this period,  our sole liability will be to refund all
premiums paid, less Indebtedness and previous partial surrenders.  We will not
pay any death benefit in those circumstances.

      If your  Policy  lapses and is later  reinstated,  we will  measure  the
two-year suicide exclusion period from the Effective Date of reinstatement. If
you increase  your  Policy's  Specified  Amount,  we will measure the two-year
suicide exclusion period for the increase from the increase's  Effective Date.
If the Insured dies as a result of suicide (whether sane or insane) during the
separate two-year suicide exclusion period, we will only pay the death benefit
attributable to the initial  Specified  Amount (on which the two-year  suicide
exclusion  period has expired).  We will refund the premium  payments less any
Indebtedness  and any partial  surrenders  attributable to the increase in the
Specified Amount.


NON-PARTICIPATING POLICY

      Your  Policy is  "non-participating,"  which means you will not share in
any of our  profits or surplus  earnings.  We will not pay  dividends  on your
Policy.


REPORTS AND RECORDS

      We will  maintain  all records  relating to the Policy and the  Separate
Account. We will mail to you a Policy annual statement showing:

      (1)   the amount of death benefit;
      (2)   the cash value;
      (3)   any Indebtedness;
      (4)   any loan interest incurred since the last annual report;
      (5)   any loan repayment since the last annual report;
      (6)   any partial surrender since the last annual report;
      (7)   all premium payments since the last annual report;
      (8)   all deductions and charges since the last annual report; and,
      (9)   other  pertinent  information  required by any  applicable  law or
            regulation, or that we deem helpful to you.

      We  will  mail  the   statement   within  30  days  after  the  Policy's
anniversary,  or,  at our  discretion,  within  30 days  after the end of each
calendar year showing  information as of a date not more than 60 days prior to
the mailing of the annual report.  We also will send you periodic  reports for
the Funds that correspond to the Variable Fund Accounts,  periodic reports for
the  Separate  Account,  and any other  information,  as required by state and
federal law.


                                      35

<PAGE>

      We will mail confirmation  notices (or other  appropriate  notification)
promptly at the time of the following transactions:

      (1)   Policy issue;
      (2)   receipt of premium payments;
      (3)   transfers among Variable Fund Accounts;
      (4)   change of premium allocation;
      (5)   change of death benefit options;
      (6)   increases or decreases in Specified Amount;
      (7)   partial surrenders;
      (8)   receipt of loan repayments; and,
      (9)   reinstatement.


                            PERFORMANCE INFORMATION

      From time to time, we may quote performance information for the Variable
Fund Accounts of the Separate Account in advertisements,  sales literature, or
reports to Owners or prospective investors.

      We may quote  performance  information  in any  manner  permitted  under
applicable law. We may, for example, present such information as a change in a
hypothetical  Owner's  cash value or death  benefit.  We also may  present the
yield or total return of the Variable  Fund Accounts  based on a  hypothetical
investment in a Policy.  The performance  information  shown may cover various
periods of time,  including  periods  beginning with the  commencement  of the
operations of the Variable  Fund Account or the Fund in which it invests.  The
performance  information  shown may reflect the  deduction of only some of the
applicable  charges to the Policy. We may, for example,  exclude the deduction
of one or more charges, such as the premium charge or surrender charge, and we
generally  expect  to  exclude  cost  of  insurance  charges  because  of  the
individual nature of these charges.

      We may compare a Variable Fund  Account's  performance  to that of other
variable  life  separate  accounts  or  investment  products,  as  well  as to
generally  accepted  indices or analyses,  such as those  provided by research
firms and rating services.  In addition,  we may use performance  ratings that
may  be  reported  periodically  in  financial  publications,  such  as  MONEY
MAGAZINE,  FORBES,  BUSINESS WEEK, FORTUNE,  FINANCIAL PLANNING,  and THE WALL
STREET  JOURNAL.  We also  may  advertise  ratings  of USAA  Life's  financial
strength or claims-paying ability as determined by firms that analyze and rate
insurance   companies  and  by  nationally   recognized   statistical   rating
organizations.


                                      36

<PAGE>

      Performance  information  for any  Variable  Fund  Account  reflects the
performance of a hypothetical  Policy and are not  illustrative  of how actual
investment performance would affect the benefits under your Policy. Therefore,
you should not  consider  such  performance  information  to be an estimate or
guarantee of future performance.


                               OTHER INFORMATION

USAA LIFE

      USAA  Life is a stock  insurance  company  incorporated  in the State of
Texas in June 1963. USAA Life is principally engaged in writing life insurance
policies,  health  insurance  policies,  and annuity  contracts.  USAA Life is
authorized to transact  insurance  business in all states of the United States
(except New York) and the  District of Columbia.  USAA Life on a  consolidated
basis had total assets of  $_____________ on December 31, 1997. USAA Life is a
wholly-owned  stock subsidiary of USAA. The commitments under the Policies are
USAA Life's, and USAA has no legal obligation to back those commitments.

      USAA Life is the  depositor  administering  the Separate  Account.  USAA
Life's obligations as depositor of the Separate Account may not be transferred
without  notice to and consent of the Owners.  USAA Life also issues  variable
annuity contracts through another separate account, which is also a registered
investment  company.  In addition,  USAA Life serves as transfer  agent of the
USAA Life Investment Trust.

      DIRECTORS OF USAA LIFE.  USAA Life is managed by its Board of Directors,
described below, all of whom are also officers of either USAA or USAA Life and
have the same principal  business  address as USAA Life, as shown on the front
cover page of this Prospectus.

<TABLE>
<CAPTION>
 Name                               Principal Occupation (Past Five Years)
 ----                               -------------------------------------
<C>                                 <C>
Edwin L. Rosane                     Vice     Chairman,     Chief     Executive
                                    Officer/President.

Robert G. Davis                     Chairman  since June 1997;  prior thereto,
                                    Director  since   December   1996;   Chief
                                    Executive  Officer and  President  of USAA
                                    CAPCO since December 1996;  prior thereto,
                                    Special Assistant to CEO, USAA, since June
                                    1996;   prior  thereto,   Chief  Executive
                                    Officer   and   President   of  Bank  One,
                                    Columbus, since 1991.


                                      37

<PAGE>

Bradford W. Rich                    Director,  General  Counsel  &  Secretary;
                                    Senior Vice President, USAA, since January
                                    1996; prior thereto, Senior Vice President
                                    and Special  Assistant to CEO, USAA, since
                                    December 1995;  prior  thereto,  Executive
                                    Vice  President and General  Counsel,  ACE
                                    Limited.

Josue Robles, Jr.                   Director;  Senior  Vice  President,  Chief
                                    Financial  Officer/Treasurer,  USAA, since
                                    August 1995;  prior  thereto,  Senior Vice
                                    President,         Chief         Financial
                                    Officer/Controller,  USAA, since September
                                    1994; prior thereto,  Special Assistant to
                                    Chairman,  USAA,  since July  1994;  prior
                                    thereto,  Active  Service  with U.S.  Army
                                    since 1966.

Michael J.C. Roth                   Director;   Chief  Executive  Officer  and
                                    President,  USAA IMCO,  since October 1993
                                    and January 1990, respectively.

Janice E. Marshall                  Director since June 1997; President,  USAA
                                    Buying  Services,  since March 1996, prior
                                    thereto,  Senior Vice  President,  Central
                                    Region  &  Regional  Services,  USAA  P&C,
                                    since   November   1994,   prior  thereto,
                                    Regional Vice  President,  USAA P&C, since
                                    January 1993.

William B. Tracy                    Director  since  June  1997;  Senior  Vice
                                    President,  Human  Resources,  USAA, since
                                    June 1988.

Donald R. Walker                    Director    since   June    1997;    Chief
                                    Information Officer, USAA, and President &
                                    CEO, USAA ITCO,  since January 1996; prior
                                    thereto,  Special  Assistant  to Chairman,
                                    USAA,  since November 1995; prior thereto,
                                    Active  Duty  with U.S.  Air  Force  since
                                    1966.
</TABLE>


      OFFICERS (OTHER THAN DIRECTORS). The senior officers of USAA Life, other
than the Directors named above, and the officers responsible for variable life
operations are described below. The principal  business address of each person
listed is same as the address of USAA Life, as shown on the cover page of this
Prospectus.

<TABLE>
<CAPTION>
 Name                               Principal Occupation (Past Five Years)
 ----                               -------------------------------------
<C>                                 <C>

John W. Douglas                     Senior  Vice  President,   Life  &  Health
                                    Operations,   since  January  1997;  prior
                                    thereto,  Senior  Vice  President,  Life &
                                    Health  Marketing,   since  January  1995;
                                    prior thereto, Senior Vice President, Life
                                    & Health Marketing, since 1990.


                                      38

<PAGE>

Kenneth A. McClure                  Senior  Vice  President,   Life  &  Health
                                    Marketing,   since  January  1997;   prior
                                    thereto,  Senior  Vice  President,  Life &
                                    Health  Operations,  since  January  1995;
                                    prior thereto, Senior Vice President, Life
                                    & Health Operations, since August 1992.

James A. Robinson                   Treasurer/Senior Vice President,  Finance,
                                    since April 1992.

Edward R. Dinstel                   Vice    President,     Life    &    Health
                                    Underwriting/Issue, since July 1991.

Larkin W. Fields                    Vice President,  Life Marketing  Services,
                                    since November 1995;  prior thereto,  Vice
                                    President,    Corporate   Actuary,   since
                                    September   1994;   prior  thereto,   Vice
                                    President,  Accounting, August 1993; prior
                                    thereto,    Assistant   Vice    President,
                                    Operating Accounting, since May 1990.

Robert J. Flannery                  Vice President, Actuarial Valuation, since
                                    January     1998;      Vice     President,
                                    Actuary-Annuities  & Life Products,  since
                                    March 1997; prior thereto, Vice President,
                                    Actuary,  since March 1994; prior thereto,
                                    Assistant  Vice  President,  Life Products
                                    Actuary, since September 1988.

Richard T. Halinski, Jr.            Assistant  Secretary;  Vice  President and
                                    Managing Attorney of Life & Health,  USAA,
                                    since   November   1994;   prior  thereto,
                                    Assistant   Vice  President  and  Managing
                                    Attorney  of Life &  Health,  USAA,  since
                                    November 1990.

Ronald W. Holtkamp                  Vice-President-Assistant Treasurer; Senior
                                    Vice  President-Senior  Financial Officer,
                                    Financial  Service  Center,   USAA,  since
                                    December  1997;  prior thereto Senior Vice
                                    President,  Controller,  USAA,  since June
                                    1989.

King Mawhinney                      Vice President, Life Sales since May 1997;
                                    prior  thereto,  Vice  President,   Health
                                    Insurance,  since  September  1994;  prior
                                    thereto, Assistant Vice President,  Health
                                    Insurance, since December 1992.

Pattie S. McWilliams                Vice  President,  Life/Annuity  Service  &
                                    Claims,   since  September   1993;   prior
                                    thereto, Assistant Vice President,  Policy
                                    Owner Services, since May 1988.

James M. Middleton                  Vice  President,   Systems  Integration  &
                                    Program  Control,  since  September  1997;
                                    prior thereto,  Assistant Vice  President,


                                      39

<PAGE>

                                    Systems  Integration  &  Analysis,   since
                                    March  1994;   prior  thereto,   Executive
                                    Director,  Systems  Integration  & Program
                                    Control, since 1992.

Stephen N. Patzman                  Vice  President,  Corporate  Actuary since
                                    November   1995;   prior   thereto,   Vice
                                    President,  Operational Accounting,  since
                                    September 1994; prior thereto,  Assistance
                                    Vice President, Actuary, since July 1979.

Leldon W. (Jack) Ward               Vice President, Health Insurance since May
                                    1997; prior thereto, Vice President,  Life
                                    Sales,  Life  &  Health  Marketing,  since
                                    January  1996;  prior  thereto,  Assistant
                                    Vice President,  USAA Life General Agency,
                                    since December 1992.

Dwain A. Akins                      Assistant   Secretary;    Assistant   Vice
                                    President and Managing  Attorney of Life &
                                    Health  Insurance  Counsel,   USAA,  since
                                    November 1994;  prior  thereto,  Executive
                                    Director  and  Managing  Attorney,  Life &
                                    Health  Insurance  Counsel,   USAA,  since
                                    February 1991.

Bruce W. Clements                   Assistant  Vice  President-Deputy  General
                                    Counsel and  Assistant  Secretary;  Senior
                                    Vice  President  for  P&C  Counsel,  USAA,
                                    since September 1997; prior thereto,  Vice
                                    President-Deputy  General  Counsel,  USAA,
                                    since June 1991.

James R. Latham                     Assistant Vice President, Health Insurance
                                    Services, since March 1997; prior thereto,
                                    Executive   Director,   Health   Insurance
                                    Services, since 1992.

Allen R. Pierce                     Assistant   Vice   President,   Actuary  -
                                    reinsurance,  Specialty  Markets  and Life
                                    Insurance,  since January 1998;  Assistant
                                    Vice   President,   Actuarial   Support  &
                                    Management  Accounting  Products and other
                                    related departments, since September 1994;
                                    prior thereto,  Executive Director,  since
                                    1992.

Gary D. Younglove                   Assistant Vice President & Administration,
                                    since  September   1994;   prior  thereto,
                                    Executive      Director,      Plans      &
                                    Administration, since 1992.
</TABLE>

      You  should  also  review  the  accompanying  Fund  prospectuses  for  a
description of the management of the Funds.


                                      40

<PAGE>

SEPARATE ACCOUNT

      The Separate  Account was  established  by a resolution  of the Board of
Directors of USAA Life as a separate account on January 20, 1998. The Separate
Account is organized as a unit  investment  trust and registered  with the SEC
under  the  Investment  Company  Act of 1940.  Registration  does not  involve
supervision of the management of the Separate Account by the SEC.

      The assets of the Separate Account are the property of USAA Life and are
held for the  benefit of the Owners and other  persons  entitled  to  payments
under Policies issued through the Separate Account. The assets of the Separate
Account equal to the reserves and other  liabilities  of the Separate  Account
are not chargeable with  liabilities  that arise from any other business which
USAA Life may conduct.

      The  Separate  Account is divided  into  Variable  Fund  Accounts,  each
representing  a  different  investment  objective.  Net Premium  Payments  are
allocated to the Variable Fund Accounts in accordance with your  instructions.
SEE "Investment  Options." Each Variable Fund Account  invests  exclusively in
the shares at the net asset value of a Fund.  Income and gains and losses from
assets in each Variable Fund Account are credited to, or charged against, that
Variable Fund Account without regard to income,  gains, or losses in the other
Variable Fund Accounts.


POLICY DISTRIBUTION

      We intend to sell the Policy in all states in which we are  licensed and
the District of Columbia.  USAA Investment  Management  Company ("USAA IMCO"),
located at 10750 Robert F. McDermott Freeway, San Antonio, Texas 78288, is the
principal underwriter  distributing the Policy. USAA IMCO, a Texas corporation
organized  in May  1970,  is  registered  with the SEC  under  the  Securities
Exchange  Act of  1934  as a  broker-dealer  and is an  active  member  of the
National Association of Securities Dealers, Inc.

      The Policy will be sold by licensed life insurance sales representatives
who are also registered representatives of USAA IMCO. These licensed insurance
sales  representatives  are salaried  employees and receive neither direct nor
indirect  commissions  nor  any  renewal  commissions  from  the  sale  of the
policies.

      USAA IMCO serves as principal  underwriter for the Policies  pursuant to
an amended and restated  Distribution and  Administration  Agreement with USAA
Life dated February 18, 1998. Pursuant to this agreement,  USAA Life bears the
cost of the  salaries of the sales  representatives  who sell the policies and
substantially all other distribution  expenses of the Policies.  The agreement
terminates  upon its assignment or upon at least ninety days' notice by either
party. USAA IMCO also serves as principal  underwriter and investment  adviser
for the following other registered investment companies: USAA Tax Exempt Fund,
Inc., USAA  Investment  Trust,  USAA State Tax-Free  Trust,  USAA Mutual Fund,
Inc., USAA Life Investment  Trust. In addition,  USAA IMCO serves as principal


                                      41

<PAGE>

underwriter  for the Separate  Account of USAA Life,  a registered  investment
company.


TAX MATTERS

      The following is a discussion of certain federal income tax matters.  We
do not intend this to be tax advice, nor does the following summary purport to
be complete or to cover all  situations.  You should  consult your counsel and
other competent advisers for more complete information.

      The individual situation of each Owner or beneficiary will determine how
ownership  or receipt of Policy  proceeds  will be treated for purposes of the
federal estate tax, the state inheritance tax and other taxes.

TAXATION OF POLICY PROCEEDS

      The following  discussion is based on current federal income tax law and
interpretations.  It assumes that the Owner is a natural  person who is a U.S.
citizen  and  resident.  The tax  effects on  non-U.S.  residents  or non-U.S.
citizens may be different. The discussion is general in nature, and should not
be  considered  tax  advice,  for which you  should  consult a  qualified  tax
adviser.

      GENERAL. A Policy will be treated as "life insurance" for federal income
tax purposes (a) if it meets the  definition of life  insurance  under Section
7702 of the  Internal  Revenue  Code (the  "Code")  and (b) for as long as the
investments  made by the underlying  Mutual Funds satisfy  certain  investment
diversification requirements under Section 817(h) of the Code. We believe that
the Policies will meet these requirements and that:

      o     the death benefit  received by the  beneficiary  under your Policy
            will not be subject to federal income tax; and

      o     increases in your  Policy's  cash value as a result of  investment
            experience  will not be subject  to federal  income tax unless and
            until  there  is  a  distribution  from  your  Policy,  such  as a
            surrender or a partial surrender.

      The federal income tax  consequences of a distribution  from your Policy
can be  affected  by  whether  your  Policy is  determined  to be a  "modified
endowment  contract" (which is discussed  below). In all cases,  however,  the
character of all income that is  described  below as taxable to the payee will
be ordinary income (as opposed to capital gain).

      TESTING FOR MODIFIED  ENDOWMENT  CONTRACT STATUS.  Your Policy will be a
"modified  endowment  contract"  if, at any time during the first seven Policy
Years, you have paid a cumulative amount of premiums that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was  designed  (based on certain  assumptions  mandated  under the


                                      42

<PAGE>

Code) to provide for paid-up future  benefits after the payment of seven level
annual premiums. This is called the "seven-pay" test.

      Whenever  there is a "material  change" under a Policy,  the Policy will
generally be (a) treated as a new contract for purposes of determining whether
the  Policy  is a  modified  endowment  contract  and (b)  subjected  to a new
seven-pay  period and a new seven-pay  limit. The new seven-pay limit would be
determined taking into account,  under a prescribed formula,  the accumulation
value of the Policy at the time of such change.  A materially  changed  Policy
would be  considered  a modified  endowment  if it failed to  satisfy  the new
seven-pay  limit. A material change for these purposes could occur as a result
of a change  in death  benefit  option,  the  selection  of  additional  rider
benefits,  an increase in your  Policy's  Specified  Amount of  coverage,  and
certain other changes.

      If your  Policy's  benefits  are reduced  during the first seven  Policy
Years  (or  within  seven  years  after a  material  change),  the  calculated
seven-pay  premium  limit will be  redetermined  based on the reduced level of
benefits and applied retroactively for purposes of the seven-pay test. (Such a
reduction in benefits  could  include,  for  example,  a decrease in Specified
Amount you request or, in some cases,  a partial  surrender or  termination of
additional  benefits  under a  rider.)  If the  premiums  previously  paid are
greater than the  recalculated  seven-payment  premium level limit, the Policy
will become a modified  endowment  contract.  A life insurance  policy that is
received in exchange for a modified endowment contract will also be considered
a modified endowment contract.

      OTHER  EFFECTS  OF POLICY  CHANGES.  Changes  made to your  Policy  (for
example,  a decrease in benefits or a lapse or  reinstatement  of your Policy)
may also have other effects on your Policy. Such effects may include impacting
the maximum amount of premiums that can be paid under your Policy,  as well as
the maximum  amount of  accumulation  value that may be maintained  under your
Policy.

      TAXATION  OF  PRE-DEATH  DISTRIBUTIONS  IF YOUR POLICY IS NOT A MODIFIED
ENDOWMENT  CONTRACT.  As long as your  Policy  remains  in  force  during  the
Insured's lifetime as a non-modified endowment contract, a Policy loan will be
treated as  indebtedness,  and no part of the loan proceeds will be subject to
current  federal  income tax.  Interest on the loan  generally will not be tax
deductible.

      After the first 15 Policy Years,  the proceeds from a partial  surrender
will not be subject to federal  income tax except to the extent such  proceeds
exceed  your  "basis" in your  Policy.  (Your basis  generally  will equal the
premiums  you have paid,  less the amount of any previous  distributions  from
your  Policy that were not  taxable.)  During the first 15 Policy  Years,  the
proceeds from a partial  surrender or a reduction in insurance  coverage could
be subject to federal income tax, under a complex formula,  to the extent that
your cash value exceeds your basis in your Policy.

      On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay  (including  amounts we use to discharge any Policy loan) over
your basis in the Policy,  will be subject to federal income tax. In addition,


                                      43

<PAGE>

if a Policy  terminates after a grace period while there is a Policy loan, the
cancellation  of such loan and  accrued  loan  interest  will be  treated as a
distribution  and could be subject to tax under the above rules.  Finally,  if
you make an  assignment  of rights or  benefits  under your  Policy you may be
deemed to have received a distribution from your Policy,  all or part of which
may be taxable.

      TAXATION  OF  PRE-DEATH  DISTRIBUTIONS  IF  YOUR  POLICY  IS A  MODIFIED
ENDOWMENT  CONTRACT.  If your  Policy is a modified  endowment  contract,  any
distribution  from your Policy during the Insured's  lifetime will be taxed on
an  "income-first"  basis.  Distributions  for  this  purpose  include  a loan
(including any increase in the loan amount to pay interest on an existing loan
or an assignment or a pledge to secure a loan) or partial surrender.  Any such
distributions will be considered taxable income to you to the extent your cash
value  exceeds your basis in the Policy.  (For modified  endowment  contracts,
your basis is similar to the basis described above for other Policies,  except
that it also  would be  increased  by the  amount of any prior loan under your
Policy that was considered taxable income to you.) For purposes of determining
the taxable  portion of any  distribution,  all modified  endowment  contracts
issued by the same  insurer (or its  affiliate)  to the same owner  (excluding
certain  qualified  plans) during any calendar year are  aggregated.  The U.S.
Treasury  Department  has authority to prescribe  additional  rules to prevent
avoidance of "income-first"  taxation on distributions from modified endowment
contracts.

      A 10%  penalty  tax also  will  apply  to the  taxable  portion  of most
distributions from a Policy that is a modified endowment contract. The penalty
tax will not, however, apply to distributions (i) to taxpayers 59 1/2 years of
age or older,  (ii) in the case of a  disability  (as  defined in the Code) or
(iii) received as part of a series of  substantially  equal  periodic  annuity
payments for the life (or life  expectancy) of the taxpayer or the joint lives
(or joint life  expectancies) of the taxpayer and his or her  beneficiary.  If
your Policy  terminates after a grace period while there is a Policy loan, the
cancellation  of such loan will be treated as a distribution to the extent not
previously  treated  as such and could be subject  to tax,  including  the 10%
penalty tax, as described above. In addition,  on the maturity date and upon a
full  surrender,  any excess of the proceeds we pay  (including any amounts we
use to discharge  any loan) over your basis in the Policy,  will be subject to
federal income tax and, unless an exception applies, the 10% penalty tax.

      Distributions  that  occur  during a Policy  Year in which  your  Policy
becomes a modified endowment contract, and during any subsequent Policy Years,
will be taxed as  described  in the two  preceding  paragraphs.  In  addition,
distributions  from a Policy  within  two years  before it  becomes a modified
endowment contract also will be subject to tax in this manner. This means that
a distribution  made from a Policy that is not a modified  endowment  contract
could  later  become  taxable  as a  distribution  from a  modified  endowment
contract. The Treasury Department has been authorized to prescribe rules which
would treat  similarly  other  distributions  made in anticipation of a Policy
becoming a modified endowment contract.

      POLICY LAPSES AND REINSTATEMENTS. A Policy which has lapsed may have the
tax  consequences  described  above,  even though you may be able to reinstate
that  Policy.  For tax  purposes,  some  reinstatements  may be treated as the
purchase of a new insurance contract.


                                      44

<PAGE>

      TERMINAL  ILLNESS RIDER.  Amounts  received under an insurance policy on
the life of an individual  who is  terminally  ill, as defined by the tax law,
are generally  excludable  from the payee's gross income.  We believe that the
benefits  provided under our terminal  illness rider meet the law's definition
of  terminally  ill and can  qualify  for  this  income  tax  exclusion.  This
exclusion does not apply,  however,  to amounts paid to someone other than the
Insured,  if the payee has an insurable interest in the Insured's life because
the  Insured is a  director,  officer or employee of the payee or by reason of
the Insured being  financially  interested in any trade or business carried on
by the payee.

      DIVERSIFICATION.   Under  Section  817(h)  of  the  Code,  the  Treasury
Department has issued  regulations that implement  investment  diversification
requirements.  Failure by us to comply with these regulations would disqualify
your Policy as a life insurance policy under Section 7702 of the Code. If this
were to occur,  you would be subject to federal income tax on the income under
the Policy for the period of the  disqualification and for subsequent periods.
Our Separate Account,  through the Mutual Funds,  intends to comply with these
requirements.

      In  connection  with  the  issuance  of then  temporary  diversification
regulations,  the Treasury  Department stated that it anticipated the issuance
of guidelines  prescribing the  circumstances in which the ability of a Policy
Owner to direct his or her  investment  to  particular  Mutual  Funds within a
Separate Account may cause the Owner, rather than the insurance company, to be
treated as the owner of the assets in the account.  If you were considered the
owner of the assets of the Separate Account, income and gains from the account
would be included in your gross income for federal  income tax purposes.  USAA
Life  reserves the right to amend the  Policies in any way  necessary to avoid
any such result.  As of the date of this  Prospectus,  no such guidelines have
been issued,  although the Treasury  Department has informally  indicated that
any  such  guidelines  could  limit  the  number  of  investment  funds or the
frequency  of  transfers  among such funds.  These  guidelines  may apply only
prospectively,  although retroactive application is possible if such standards
are considered not to embody a new position.

      ESTATE  AND  GENERATION  SKIPPING  TAXES.  If the  Insured is the Policy
Owner,  the death benefit  under a Policy will  generally be includable in the
Owner's  estate for  purposes  of federal  estate tax. If the Owner is not the
insured person,  under certain conditions,  only an amount approximately equal
to the cash surrender value of the Policy would be includable.  Federal estate
tax is  integrated  with federal gift tax under a unified  rate  schedule.  In
general,  estates less than $625,000 (increasing annually,  beginning in 1999,
to $1  million  in 2006 and  thereafter)  will not incur a federal  estate tax
liability.  In addition,  an unlimited  marital deduction may be available for
federal estate tax purposes.

      As a  general  rule,  if a  "transfer"  is made to a person  two or more
generations  younger than the Policy's Owner, a generation skipping tax may be
payable at rates similar to the maximum estate tax rate in effect at the time.
The generation  skipping tax provisions  generally  apply to "transfers"  that
would be subject to the gift and estate tax rules.  Individuals  are generally
allowed an aggregate generation skipping tax exemption of $1 million.  Because
these rules are complex,  you should  consult with a qualified tax adviser for


                                      45

<PAGE>

specific  information,  especially  where  benefits  are  passing  to  younger
generations.

      If the Owner of the Policy is not the Insured, and the Owner dies before
the Insured,  the value of the Policy,  as determined  under Internal  Revenue
Service  regulations,  is  includable  in the  federal  gross of the Owner for
federal estate tax purposes.  Whether a federal estate tax is payable  depends
on a variety of factors, including those listed in the preceding paragraph.

      The  particular  situation of each Owner,  Insured or  beneficiary  will
determine  how  ownership  or receipt of Policy  proceeds  will be treated for
purposes of federal estate and generation skipping taxes, as well as state and
local estate, inheritance and other taxes.

      PENSION AND  PROFIT-SHARING  PLANS. If Policies are purchased by a trust
or other entity that forms part of a pension or profit-sharing  plan qualified
under Section 401(a) of the Code for the benefit of participants covered under
the plan,  the federal  income tax treatment of such Policies will be somewhat
different from that described above.

      If purchased as part of a pension or profit-sharing plan, the reasonable
net  premium  cost for such  amount of  insurance  is  required to be included
annually in the plan participant's gross income. This cost (generally referred
to as the "P.S. 58" cost) is reported to the participant annually. If the plan
participant dies while covered by the plan and the Policy proceeds are paid to
the participant's  beneficiary,  then the excess of the death benefit over the
Policy's cash value will not be subject to federal  income tax.  However,  the
Policy's  cash value will  generally  be taxable to the extent it exceeds  the
participant's  cost basis in the  Policy.  The  participant's  cost basis will
generally include the costs of insurance  previously reported as income to the
participant.  Special rules may apply if the participant had borrowed from the
Policy or was an owner-employee under the plan.

      There are limits on the amounts of life  insurance that may be purchased
on behalf of a participant in a pension or profit-sharing plan. Complex rules,
in addition  to those  discussed  above,  apply  whenever  life  insurance  is
purchased by a tax qualified plan. You should consult a qualified tax adviser.

      OTHER  EMPLOYEE  BENEFIT  PROGRAMS.  Complex rules may also apply when a
Policy is held by an employer  or a trust,  or  acquired  by an  employee,  in
connection with the provision of other employee benefits.  These Policy Owners
must  consider  whether  the Policy was  applied  for by or issued to a person
having an insurable  interest under  applicable state law and with the insured
person's  consent.  The lack of an insurable  interest or consent  may,  among
other things,  affect the  qualification  of the Policy as life  insurance for
federal  income tax  purposes  and the right of the  beneficiary  to receive a
death benefit.

      ERISA.   Employers  and  employer-created   trusts  may  be  subject  to
reporting,  disclosure and fiduciary obligations under the Employee Retirement
Income Security Act of 1974. You should consult a qualified legal adviser.


                                      46

<PAGE>

      OUR TAXES.  The  operations of the Separate  Account are reported in our
federal income tax return,  but we currently pay no income tax on the Separate
Account's  investment  income and capital gains,  because these items are, for
tax  purposes,  reflected  in our variable  life  insurance  policy  reserves.
Therefore,  no charge is currently  being made to any Variable Fund Account of
the Separate  Account for taxes.  We reserve the right to make a charge in the
future for taxes incurred.  For example,  we may make a charge to the Separate
Account for income taxes that we incur and that are allocable to the Policies.

      We may have to pay state, local or other taxes in addition to applicable
taxes based on premiums. At present, these taxes are not substantial.  If they
increase, charges may be made for such taxes when they are attributable to our
Separate Account or allocable to the Policies.

      Certain  Mutual  Funds in which your cash value is invested may elect to
pass through to USAA Life taxes  withheld by foreign taxing  jurisdictions  on
foreign  source  income.  Such an election will result in  additional  taxable
income  and income tax to USAA Life.  The  amount of  additional  income  tax,
however,  may be more than offset by credits for the  foreign  taxes  withheld
which are also  passed  through.  These  credits may provide a benefit to USAA
Life.

      WHEN WE WITHHOLD INCOME TAXES. Generally,  unless you provide us with an
election to the contrary before we make the  distribution,  we are required to
withhold  income  tax from any  proceeds  we  distribute  as part of a taxable
transaction under your Policy. In some cases, where generation  skipping taxes
may apply,  we may also be required to withhold  for such taxes  unless we are
provided satisfactory written notification that no such taxes are due.

      TAX CHANGES. The U.S. Congress frequently considers legislation that, if
enacted,  could  change  the tax  treatment  of life  insurance  policies.  In
addition,  the  Treasury  Department  may amend  existing  regulations,  issue
regulations  on the  qualification  of life  insurance and modified  endowment
contracts,  or adopt new  interpretations of existing law. State and local tax
law or, if you are not a U.S. citizen and resident,  foreign tax law, may also
affect the tax consequences to you, the Insured, or your beneficiary,  and are
subject to change. Any changes in federal,  state, local or foreign tax law or
interpretation  could have a  retroactive  effect.  We suggest  you  consult a
qualified tax adviser.

TAXATION OF USAA LIFE

      USAA Life is taxed as a life insurance  company under federal income tax
laws.  USAA Life does not  initially  expect  to incur any  income  tax on the
earnings or the realized capital gains  attributable to the Separate  Account.
If, in the future,  USAA Life determines  that the Separate  Account may incur
federal income taxes, then it may assess a charge against the Separate Account
Variable  Fund  Accounts for those taxes.  Any charge will reduce the Policy's
cash value.


                                      47

<PAGE>

STATE REGULATION OF USAA LIFE

      USAA Life, a stock life insurance  company  organized  under the laws of
Texas,  is subject to  regulation by the Texas  Department  of  Insurance.  An
annual  statement is filed with the Texas Department of Insurance on or before
March 1st of each year covering the  operations and reporting on the financial
condition of USAA Life as of December 31 of the preceding year.  Periodically,
the  Commissioner  of Insurance  examines the liabilities and reserves of USAA
Life and the Separate Account and certifies their adequacy.

      In addition,  USAA Life is subject to the insurance laws and regulations
of all other states and  jurisdictions  where it is licensed.  Generally,  the
Insurance Department of any other state applies the laws of the state of Texas
in determining USAA Life's permissible investments.


LEGAL MATTERS

      Freedman, Levy, Kroll, and Simonds,  Washington,  D.C., has advised USAA
Life on certain  federal  securities  law  matters.  All  matters of Texas law
pertaining to the Policy, including the validity of the Policy and USAA Life's
right to issue the Policy under Texas  insurance law, have been passed upon by
Dwain A. Akins, Assistant Vice President and Assistant Secretary of USAA Life.

      USAA Life is not involved in any legal  proceedings that may involve the
assets of the Separate Account nor are we involved in any legal proceedings of
a material nature involving our own assets.


EXPERTS

      The consolidated financial statements of USAA Life Insurance Company and
Consolidated  Subsidiaries as of and for the year ended December 31, 1997 have
been  included in the  Prospectus  in  reliance  upon the reports of KPMG Peat
Marwick, independent certified public accountants, appearing elsewhere herein,
and upon the authority of said firm as experts In accounting and auditing.


                                      48

<PAGE>

REGISTRATION STATEMENT

         USAA Life has filed a registration statement under the Securities Act
of 1933 with the SEC  relating to the offering  described in this  Prospectus.
This  Prospectus  does  not  contain  all the  information  set  forth  in the
registration  statement and amendments  thereto and the exhibits filed as part
thereof,  to all of which reference is hereby made for additional  information
concerning the Separate  Account,  USAA Life and the Policies.  The additional
information may be obtained at the SEC's main office in Washington, D.C., upon
payment of the prescribed fees.


FINANCIAL STATEMENTS

         You should  consider the  consolidated  financial  statements of USAA
Life only as  bearing  on the  ability  of USAA  Life to meet its  contractual
obligations under the Policies. They do not bear on the investment performance
of the Separate Account.  This Prospectus contains no financial statements for
the  Separate  Account,  which  commenced  operations  as of the  date of this
Prospectus.


                                  DEFINITIONS


IN THIS PROSPECTUS:


ACCUMULATION  UNIT or UNIT means an accounting  unit of measure that we use to
calculate values in each Variable Fund Account.

ANNIVERSARY  means the same date each succeeding year as the Effective Date of
the Policy.

ANNUAL TARGET PREMIUM  PAYMENT means an annual amount of premium  payment that
we  establish  when we issue  your  Policy  and  that is  shown on the  Policy
Information  Page.  We use it to  determine  whether a premium  charge will be
deducted  from premium  payments,  whether a surrender  charge is imposed on a
full surrender, and whether the Guaranteed Death Benefit applies.

BENEFICIARY means the person or entity designated to receive the death benefit
upon the Insured's death.

CASH SURRENDER  VALUE means your Policy cash value less the surrender  charge,
if any, payable on full surrender of your Policy.


                                      49

<PAGE>

CASH VALUE means the sum of your Policy's cash values invested in the Variable
Fund  Accounts  plus,  if  applicable,  any cash  value  transferred  from the
Separate  Account to USAA Life's  general  account to secure any Policy  loan,
plus any interest earnings credited to the loan account value, less the amount
of any  outstanding  loan and any unpaid loan  interest,  and less any Monthly
Deductions,  transfer  charges,  and partial surrender charges applied through
that date.

DATE OF RECEIPT means the date actually  received at our Home Office,  subject
to two exceptions:  (1) if received on a date other than a Valuation Date, the
Date of Receipt will be the following Valuation Date; and (2) if received on a
Valuation Date after close of regular  trading of the New York Stock Exchange,
the Date of Receipt will be the following Valuation Date.

DEATH  BENEFIT  means the benefit paid in  accordance  with the death  benefit
option in effect on the Insured's  death,  reduced by any Indebtedness and any
due and unpaid  Monthly  Deductions,  and increased by any optional  insurance
benefits provided by rider.

DEATH  BENEFIT  OPTION  means one of the two death  benefit  options  that the
Policy provides, namely, Option A and Option B. Option A is the greater of the
current  Specified  Amount  or the  Minimum  Amount  Insured.  Option B is the
greater of the current Specified Amount,  plus the Policy's cash value, or the
Minimum Amount Insured.

EFFECTIVE DATE means the date we approve the application and issue your Policy
or the date we approve any increase in Specified Amount under your Policy. The
Effective Date is shown on the Policy Information Page.

FREE LOOK PERIOD  means the period of time  required by state law during which
you may  return  the  Policy for  cancellation  and  receive a refund.  If you
request cancellation of the Policy during the Free Look Period, we will refund
the  greater  of the  premium  payments  your  have  paid or the  value of the
Variable  Fund  Accounts  as of the Date of Receipt of your  request to cancel
plus any premium  charge,  Monthly  Deduction and mortality and expense charge
that we have deducted. The Free Look Period is shown on the Policy Information
Page.

FUND means an investment portfolio that has specific investment objectives and
policies and is offered by a Mutual Fund.

GUARANTEED  DEATH BENEFIT  means that we guarantee  your Policy will not lapse
during the first five Policy Years and that we will pay a Death Benefit if you
have paid a sufficient amount of premium.

HOME  OFFICE  means  USAA  Life  Insurance   Company,   USAA  Building,   9800
Fredericksburg Road, San Antonio, Texas 78288.

INDEBTEDNESS  means the sum of all  unpaid  Policy  loans and  unpaid  accrued
interest due on such loans.

INSURED means the person whose life is insured.  The Insured may or may not be
the Owner.


                                      50

<PAGE>

LAPSE means your Policy has terminated because of insufficient cash value from
which to deduct the  Monthly  Deduction  and any loan  interest  then due.  No
insurance coverage exists when your Policy has lapsed.

MATURITY DATE means the date that we will pay your Policy's cash value to you,
as long as the Policy has not terminated because of lapse, full surrender,  or
the  Insured's  death.  The Maturity  Date is shown on the Policy  Information
Page.

MONTHLY  ANNIVERSARY  means  the  same  date of each  succeeding  month as the
Effective Date of your Policy.

MONTHLY  DEDUCTION means a charge we make under your Policy each month against
the Policy's cash value. The charge is equal to:

      1)    the cost of insurance and any riders, plus
      2)    the  administrative  charge  that is  applied  during the first 12
            months that the Policy is in effect, plus
      3)    the maintenance charge.

MINIMUM  AMOUNT  INSURED  means the amount of life  insurance  required by the
Internal  Revenue Code to qualify your Policy as life insurance and to exclude
the Death Benefit from a Beneficiary's taxable income.

MUTUAL FUND means an open-end investment company under federal securities law.
It may offer shares of several different Funds for investment.

NET ASSET VALUE means the current value of each Fund's total assets,  less all
liabilities, divided by the total number of shares outstanding.

NET PREMIUM  PAYMENT  means the amount of a premium  payment less the Policy's
premium charge.

NOTICE TO US means your  signed  statement  that we receive at our Home Office
and that is in a form satisfactory to us.

OWNER means the person to whom we owe the rights and privileges of the Policy.

POLICY  INFORMATION  PAGE means the page that identifies  certain  information
about the Policy and specifies certain terms of the Policy.

POLICY YEAR means a period of 12 calendar  months  starting with the Effective
Date of the Policy, and each 12-month period thereafter.  For example, if your
Policy  was  issued  on July 15,  your  first  Policy  Year  would  end on the
following July 14. Each subsequent  Policy Year would start on July 15 and end
on July 14.


                                      51

<PAGE>

SEPARATE  ACCOUNT  means the Life  Insurance  Account  of USAA Life  Insurance
Company. The Separate Account is an investment account established under Texas
law through which we invest the Net Premium  Payments  received for investment
in the  Variable  Fund  Accounts  under the Policy.  The  Separate  Account is
divided into  subdivisions  called the Variable Fund  Accounts.  Each Variable
Fund Account invests the Net Premium Payments  allocated to it in a particular
Fund. We own the assets of the Separate Account. To the extent that the assets
are equal to the  reserves  and other  contractual  liabilities,  they are not
chargeable  with  liabilities  arising out of any other  business of ours. The
income,  gains,  and losses,  realized or  unrealized,  from the assets of the
Separate  Account are credited or charged against the Separate Account without
regard to other income, gains or losses of ours.

SPECIFIED AMOUNT means the minimum death benefit payable as long as the Policy
is in effect. It is also the amount of life insurance we issue. It is shown on
the Policy Information Page.


SURRENDER  CHARGE means an amount that we may deduct from your  Policy's  cash
value if you surrender your Policy in full.

VALUATION DATE means any business day, Monday through Friday, on which the New
York Stock Exchange is open for regular trading, except

      1)    any  day on  which  the  value  of  the  shares  of a Fund  is not
            computed, or
      2)    any day  during  which no order  for the  purchase,  surrender  or
            transfer of Accumulation Units is received.

VALUATION  PERIOD means the period of time from the end of any Valuation  Date
to the end of the next Valuation Date.

VARIABLE FUND ACCOUNT means a subdivision of the Separate Account in which you
may invest Net Premium  Payments.  There are several  Variable  Fund  Accounts
under the Policy. Each Variable Fund Account corresponds to a particular Fund.
Net Premium  Payments  allocated to a Variable  Fund Account are invested in a
particular  Fund.  The Variable  Fund  Accounts  are also  referred to in this
Prospectus as Accounts.

WE, OUR, US, or USAA Life means USAA Life Insurance Company.

YOU, YOUR or YOURS refers to the Owner of the Policy.


                                      52

<PAGE>


      We have  not  authorized  anyone  to give  any  information  or make any
representations  other than those  contained in this  Prospectus (or any sales
literature we approve) in connection with the offer of the Policies  described
herein. You may not rely on any such information or representations,  if made.
This Prospectus does not constitute an offer in any jurisdiction to any person
to whom such  offer  would be  unlawful.  This  Prospectus  is valid only when
accompanied or preceded by the current  prospectuses  for the Funds  described
herein.


                               [BACK COVER PAGE]

<PAGE>


                                    PART II

             INFORMATION NOT REQUIRED TO BE FILED IN A PROSPECTUS


                          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.


                    UNDERTAKING PURSUANT TO RULE 484(b)(1)
                       UNDER THE SECURITIES ACT OF 1933

      Rule  484(b)(1)  under the Securities Act of 1933 requires a description
of "[a]ny  provision or arrangement . . . whereby the registrant may indemnify
a  director,   officer  or  controlling   person  of  the  registrant  against
liabilities  arising  under  the  [Securities]  Act."  Registrant,   The  Life
Insurance  Separate  Account of USAA Life  Insurance  Company,  does not, as a
technical matter,  have any directors or officers.  Nevertheless,  Registrant,
pursuant  to  Section  13  of  the  Amended  and  Restated   Distribution  and
Administration Agreement, may indemnify,  albeit indirectly,  directors and/or
officers of its  depositor,  USAA Life Insurance  Company  ("USAA  Life"),  as
follows. Section 13 of such Agreement provides that Registrant shall indemnify
the employees of USAA Investment  Management  Company  ("IMCO"),  Registrant's
principal underwriter. To whatever extent any director or officer of USAA Life
may be  deemed to be an  "employee"  of IMCO,  Registrant  may be deemed to be
permitted to indemnify such person pursuant to such Agreement,  which is filed
as Exhibit 1.(3)(a) to this Registration  Statement and is herein incorporated
by reference.

      Additionally, there are certain other provisions or arrangements whereby
USAA Life,  and/or  certain of its affiliated  persons,  may be indemnified by
parties or entities other than Registrant. Such provisions or arrangements are
incorporated herein by reference,  as follows: to Article IX of the By-Laws of
USAA Life, filed as Exhibit 1.6(b) to this Registration  Statement; to Section
9 of  the  Amended  and  Restated  Underwriting  and  Administrative  Services
Agreement,  filed as  Exhibit  1.(8)(a)  to this  Registration  Statement;  to
Section 12 of the  Transfer  Agent  Agreement,  as  amended,  filed as Exhibit
1.(8)(c) to this Registration  Statement; to Section 6(b) of the Reimbursement
Agreement,  filed as Exhibit  1.8(d)(iii) to this Registration  Statement;  to
Section  12.2  of  the  Amended  Participation  Agreement,  filed  as  Exhibit
1.8(e)(i) to this  Registration  Statement;  to Section 7 of the Participation
Agreement,  filed as Exhibit 1.8(f)(i) to this Registration Statement;  and to
the  Expense  Allocation  Agreement,  filed  as  Exhibit  1.8(f)(ii)  to  this
Registration Statement.


<PAGE>

      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.


REPRESENTATION  REGARDING  THE  REASONABLENESS  OF AGGREGATE  FEES AND CHARGES
DEDUCTED UNDER THE POLICIES PURSUANT TO SECTION  26(e)(2)(A) OF THE INVESTMENT
COMPANY ACT OF 1940

      USAA Life Insurance  Company ("USAA Life")  represents that the fees and
charges  deducted  under the Policies,  in the  aggregate,  are  reasonable in
relation to the services rendered,  the expenses expected to be incurred,  and
the risks  assumed  by the  Company  under the  Policies.  USAA Life bases its
representation  on its  assessment  of all of  the  facts  and  circumstances,
including such relevant  factors,  as: the nature and extent of such services,
expenses  and  risks;  the need for USAA Life to earn a profit;  the degree to
which the Policies include innovative  features;  and the regulatory standards
for exemptive  relief under the  Investment  Company Act of 1940 used prior to
October 1996,  including the range of industry practice.  This  representation
applies  to  all  Policies  sold  pursuant  to  this  Registration  Statement,
including  those sold on the terms  specifically  described in the  prospectus
contained   herein,   or  any  variations   therein,   based  on  supplements,
endorsements, or riders to any Policies or prospectus, or otherwise.


                                      S-2

<PAGE>

                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.

Reconciliation and tie between items in Form N-8B-2 and the Prospectus.

Prospectus consisting of 53 pages.

Undertaking,  pursuant to Section 15(d) of the Securities Exchange Act of 1934
  to file reports.

Undertaking  pursuant  to Rule  484(b)(1)  under the  Securities  Act of 1933,
  regarding indemnification.

Representation regarding the reasonableness of aggregate fees and charges.

The signatures.

Written consents of the following persons:

      Dwain A. Akins, Esq.,  Assistant Vice President and Assistant Secretary,
      USAA  Life   Insurance   Company  (see  Exhibit  2).  (To  be  filed  by
      pre-effective amendment.)

      KMPG Peat  Marwick  LLP,  Independent  Auditors  (see Exhibit 6). (To be
      filed by pre-effective amendment.)

The following exhibits:

<TABLE>
      1.    Exhibits required by Article IX, paragraph A, of Form N-8B-2:

<S>                     <C>
            (1)         Resolution   of  Board  of   Directors  of  USAA  Life
                        Insurance Company establishing Life Insurance Separate
                        Account   of  USAA  Life   Insurance   Company.   (The
                        resolution  is filed  in lieu of a trust or  indenture
                        creating a unit investment trust.) (Filed herewith.)

            (2)         Not applicable.

            (3)(a)      Amended and Restated  Distribution and  Administration
                        Agreement by and between USAA Life  Insurance  Company
                        and USAA Investment Management Company, dated December
                        16, 1994 and amended February 7, 1997, and amended and
                        restated,   to  encompass   variable   universal  life
                        insurance, February 18, 1998. (1)


                                      S-3

<PAGE>

            (3)(b)      Not applicable.

            (3)(c)      Not applicable.

            (4)         Not applicable.

            (5)         Form  of  Variable  Universal  Life  Insurance  Policy
                        (Policy  Form No.  31747),  including  riders.  (Filed
                        herewith.)

            (6)(a)      Articles  of  Incorporation  of  USAA  Life  Insurance
                        Company, as amended. (1)

            (6)(b)      Bylaws of USAA Life Insurance Company. (1)

            (7)         Not applicable.

            (8)(a)      Amended and Restated  Underwriting and  Administrative
                        Services  Agreement by and between USAA Life Insurance
                        Company,   USAA   Life   Investment   Trust  and  USAA
                        Investment  Management  Company,  dated  December  16,
                        1994,  amended  February  7,  1997,  and  amended  and
                        restated,   to  encompass   variable   universal  life
                        insurance, February 18, 1998. (2)

            (8)(b)(i)   Investment Advisory Agreement by and between USAA Life
                        Investment   Trust  and  USAA  Investment   Management
                        Company, dated December 16, 1994. (2)

            (8)(b)(ii)  Amendment  to  Investment  Advisory  Agreement  by and
                        between USAA Life Investment Trust and USAA Investment
                        Management  Company,  with  respect to Funds  added to
                        Trust, dated February 7, 1997. (3)

            (8)(b)(iii) Second Amendment to Investment  Advisory  Agreement by
                        and  between  USAA  Life  Investment  Trust  and  USAA
                        Investment  Management  Company, to encompass variable
                        life insurance, dated February 18, 1998. (2)

            (8)(c)(i)   Transfer  Agent  Agreement  by and  between  USAA Life
                        Investment  Trust  and USAA  Life  Insurance  Company,
                        dated December 15, 1994. (2)

            (8)(c)(ii)  Letter  Agreement by and between USAA Life  Investment
                        Trust and USAA Life Insurance Company, appointing USAA
                        Life as the  Transfer  Agent and  Dividend  Disbursing
                        Agent for  Funds  added to Trust,  dated  February  7,
                        1997. (3)


                                      S-4

<PAGE>

            (8)(c)(iii) Amendment to Transfer  Agent  Agreement  by and between
                        USAA Life  Investment  Trust  and USAA Life  Insurance
                        Company,   to  encompass   variable   universal   life
                        insurance, dated February 18, 1998. (2)

            (8)(d)(i)   Amended Participation Agreement by and between Scudder
                        Variable Life  Investment Fund and USAA Life Insurance
                        Company,  dated February 3, 1995, as amended ________,
                        1998. (1)

            (8)(d)(ii)  Amended Participating Contract and Policy Agreement by
                        and between Scudder Investor  Services,  Inc. and USAA
                        Investment Management Company, dated February 3, 1995,
                        as amended ________, 1998. (1)

            (8)(d)(iii) Reimbursement   Agreement  by  and  between   Scudder,
                        Stevens & Clark, Inc. and USAA life Insurance Company,
                        dated February 3, 1995. (1)

            (8)(d)(iv)  Amended  Letter  Agreement  by  and  between  Scudder,
                        Stevens  & Clark,  Inc.,  Scudder  Investor  Services,
                        Inc., Scudder Variable Life Investment Fund, USAA Life
                        Insurance  Company  and  USAA  Investment   Management
                        Company,  dated  February 3, 1995,  as amended  _____,
                        1998. (1)

            (8)(e)(i)   Amended  Participation  Agreement  by and  between The
                        Alger American Fund, Fred Alger Management, Inc., Fred
                        Alger & Company, Incorporated, and USAA Life Insurance
                        Company,   dated   December  16,   1994,   as  amended
                        ___________, 1998. (1)

            (8)(e)(ii)  Amended  Expense  Allocation  Agreement by and between
                        Fred  Alger  Management,  Inc.,  Fred Alger & Company,
                        Incorporated,  and USAA Life Insurance Company,  dated
                        December 16, 1994 as amended ________, 1998. (1)

            (8)(f)(i)   Participation  Agreement  by and between BT  Insurance
                        Funds  Trust,  Bankers  Trust  Company  and USAA  Life
                        Insurance Company, dated ________, 1998. (1)

            (8)(f)(ii)  Expense  Allocation  Agreement by and between  Bankers
                        Trust Company and USAA Life Insurance  Company,  dated
                        ________, 1998. (1)

            (10)(a)     Form of  Application  for the Variable  Universal Life
                        Insurance  Policy  filed  as  Exhibit  1.(5).   (Filed
                        herewith.)

            (10)(b)     Proposed  Section 1035 Exchange  Form. (To be filed by
                        pre-effective amendment.)


                                      S-5

<PAGE>

      Other Exhibits

            2           Opinion and Consent of Dwain A. Akins, Esq.  Assistant
                        Vice  President  and  Assistant  Secretary,  USAA Life
                        Insurance  Company,  as to the  legality of the Policy
                        interests   being   registered.   (To  be   filed   by
                        pre-effective amendment.)

            3           Not applicable.

            4           Not applicable.

            5           Financial Data Schedule. (See Exhibit 27 below.)

            6           Consent  of  KPMG  Peat   Marwick   LLP,   Independent
                        Auditors. (To be filed by pre-effective amendment.)

            7           Powers of Attorney  for:  Edwin L.  Rosane,  Robert G.
                        Davis,  Bradford W. Rich,  Josue Robles,  Jr., Michael
                        J.C. Roth, Janis E. Marshall, William B. Tracy, Donald
                        R. Walker, and James A. Robinson.

            8           Description  of USAA Life Insurance  Company  Transfer
                        and Redemption  Procedures for Variable Universal Life
                        Insurance Policy, pursuant to Rule 6e-3(T)(b)(12)(iii)
                        under the Investment Company Act of 1940. (To be filed
                        by pre-effective amendment.)

            27          Financial  Data  Schedule.   (Inapplicable,   because,
                        notwithstanding  Instruction  5 as  to  Exhibits,  the
                        Commission  staff has advised that no such Schedule is
                        required.)

<FN>
      (1)   Incorporated  herein by reference to Post-Effective  Amendment No.
            4,  filed  on  March  ___,  1998,  to the  Form  N-4  Registration
            Statement  (File No.  33-82268)  of Separate  Account of USAA Life
            Insurance Company.

      (2)   Incorporated  herein by reference to Post-Effective  Amendment No.
            6,  filed on  March  ___,  1998,  to the  Form  N-1A  Registration
            Statement (File No. 33-82270) of USAA Life Investment Trust.

      (3)   Incorporated  herein by reference to Post-Effective  Amendment No.
            3, filed on February 14, 1997, to Form N-1A Registration Statement
            (File No. 33-82270) of USAA Life Investment Trust.
</FN>
</TABLE>


                                     S-6

<PAGE>

                                   SIGNATURE

      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Life Insurance  Separate Account of USAA 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 fixed and
attested, all in the City of San Antonio, and State of Texas, on this 30th day
of January, 1998.


                        Signature:  Life Insurance Separate  Account of USAA
                                    Life Insurance Company (Registrant)

                        By:         USAA Life Insurance Company
                                    (On behalf of Registrant and itself)

                        By:         /s/ EDWIN L. ROSANE
                                    -------------------
                                    EDWIN L. ROSANE
                                    Vice Chairman, Chief Executive Officer
                                     and President


Attest: /s/ DWAIN A. AKINS
        ------------------
        DWAIN A. AKINS
        Assistant Vice President and
        Assistant Secretary


                                      S-7

<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>
 /s/ ROBERT G. DAVIS                  Chairman                 January 30, 1998
 -------------------
 Robert G. Davis
</TABLE>


                                      S-8


<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>

 /s/ BRADFORD W. RICH                 Director                 January 30, 1998
 --------------------
 Bradford W. Rich
</TABLE>


                                      S-9

<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>

 /s/ JOSUE ROBLES, JR                 Director                 January 30, 1998
 --------------------
 Josue Robles, Jr.
</TABLE>


                                     S-10

<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>

 /s/ MICHAEL J.C. ROTH                Director                 January 30, 1998
 ---------------------
 Michael J.C. Roth
</TABLE>


                                     S-11

<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>

 /s/JANIS E. MARSHALL                 Director                 January 30, 1998
 --------------------
 Janis E. Marshall
</TABLE>


                                     S-12

<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>

 /s/WILLIAM B. TRACY                  Director                 January 30, 1998
 -------------------
 William B. Tracy
</TABLE>


                                     S-13

<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>
 /s/ DONALD R. WALKER                 Director                 January 30, 1998
 --------------------
 Donald B. Walker
</TABLE>


                                     S-14

<PAGE>

                                   SIGNATURE

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
       Signature                       Title                         Date
<S>                                   <C>                      <C>
 /s/JAMES A. ROBINSON                  Senior Vice President   January 30, 1998
 ---------------------                 and Treasurer
 James A. Robinson                     (Principal Financial
                                       and Accounting
                                       Officer)
</TABLE>


                                     S-15

<PAGE>

                                 EXHIBIT LIST

1.(1)       Resolution  of Board of Directors of USAA Life  Insurance  Company
            establishing   Life  Insurance   Separate  Account  of  USAA  Life
            Insurance Company.  (The resolution is filed in lieu of a trust or
            indenture creating a unit investment trust.)

1.(5)       Form of Variable  Universal Life Insurance Policy (Policy Form No.
            31747), including riders.

1.(10)(a)   Form of Application for Variable  Universal Life Insurance  Policy
            filed as Exhibit 1.(5).

7.          Powers of Attorney for: Edwin L. Rosane, Robert G. Davis, Bradford
            W. Rich, Josue Robles,  Jr., Michael J.C. Roth, Janis E. Marshall,
            William B. Tracy, Donald R. Walker, and James A. Robinson.


                                     S-16



                                                                 EXHIBIT 1.(1)

                          WRITTEN CONSENT TO ACTION
                          BY THE BOARD OF DIRECTORS
                        OF USAA LIFE INSURANCE COMPANY


The  undersigned,  being and  constituting the Board of Directors of USAA Life
Insurance Company, a Texas Corporation,  do hereby consent in writing, without
a meeting, to the adoption of the following resolutions:

WHEREAS,  the Board of  Directors  (the  "Board")  has  determined  that it is
desirable  for the USAA Life  Insurance  Company  (the  "Company")  to provide
variable life insurance policies to its customers and prospective customers;

NOW THEREFORE, the Board resolves as follows:

RESOLVED,  that the Company will amend its  Certificate  of Authority in those
states where required in order to authorize it to sell variable life insurance
policies. The Company will file the variable life insurance policy form in all
states  where it is  licensed to do  business  and any other legal  documents,
affidavits,  exhibits or any other  information  required by the various State
Insurance Departments.

RESOLVED,  that the Life  Insurance  Separate  Account of USAA Life  Insurance
Company (the "Separate Account") be and it is hereby established in accordance
with the  provisions of Chapter 3, Article 3.75 of the Texas  Insurance  Code,
and the  Regulations  promulgated  thereunder,  for the purpose of providing a
funding medium to support reserves under such variable life insurance policies
as may be issued by the Company.

RESOLVED,  that  the  Company  and its  Directors,  Officers,  employees,  and
affiliates with respect to the purchase or sale of investments of the Separate
Account will adhere to standards of conduct that comply with 15 United  States
Code ss. 80a-17, as amended,  and applicable rules and regulations  thereunder
and will  adhere to a Code of Ethics to assure  compliance  with  these  legal
requirements.

RESOLVED,  that no recommendation  shall be made to an applicant to purchase a
variable  life  insurance  policy and that no variable life  insurance  policy
shall be issued in the  absence of  reasonable  grounds  to  believe  that the
purchase  of  such  policy  suitable  for  such  applicant  on  the  basis  of
information  furnished after reasonable  inquiry of such applicant  concerning
the applicant's insurance and investment  objectives,  financial situation and
needs, and any other information known to the registered representative acting
on behalf of the Company and the broker/dealer that the Company contracts with
to distribute the variable life insurance policy making the recommendation.

<PAGE>

RESOLVED,  that the Offices of the Company are  authorized to take all actions
which they deem  necessary  or  appropriate  to issue and sell  variable  life
insurance  policies.   Such  authority  shall  include,   without  limitation,
registering  the product in an amount (which may be in an  indefinite  amount)
from time to time under the  Securities  Act of 1933, as amended,  registering
the Separate Account as a unit investment  trust under the Investment  Company
Act of 1940, as amended, and filing any exemptive application or applications,
and any amendment thereto with respect to the product or the Separate Account,
under the  Investment  Company Act of 1940,  as amended,  and taking all other
actions necessary or appropriate in order that such proposed issue and sale of
the variable life insurance policies and operation of the Separate Account may
comply with the  requirements  of the Securities Act of 1933, as amended,  the
Investment  Company act of 1940, as amended,  the  Securities  Exchange Act of
1934,  as amended the  Investment  Advisers Act of 1940,  as amended,  and all
other applicable federal and state laws and regulations.

RESOLVED,  that the  Separate  Account  may  have  amounts  allocated  thereto
(including proceeds applied under optional modes of settlement) to provide for
variable life insurance policies (and benefits  incidental thereto) payable in
variable  amounts.  The Separate  Account shall be established  and maintained
pursuant to the laws of Texas under which income, gains and losses, whether or
not  realized,  from  assets  allocated  to  the  Separate  Account,  are,  in
accordance  with the  applicable  policy,  credited to or charged  against the
Separate  Account  without  regard  to other  income,  gains or  losses of the
Company.  The Separate Account shall be legally segregated,  the assets of the
Separate  Account shall,  at the time during the year that  adjustments in the
reserves  are  made,  have a value at least  equal to the  reserves  and other
policy  liabilities  with  respect to the Separate  Account,  and at all other
times, shall have a value approximately equal to or in excess of such reserves
and  liabilities,  and that portion of such assets having a value equal to, or
approximately  equal to, such reserves and contract  liabilities  shall not be
chargeable  with  liabilities  arising  out of any  other  business  which the
Company may conduct.

RESOLVED, that the fundamental investment policy of the Separate Account shall
be to invest or  reinvest  the assets of the  Separate  Account in  securities
issued by such investment company or investment companies registered under the
Investment  Company Act of 1940,  as amended,  as the  Officers may select and
designate,  consistent with the terms of the variable life insurance  policies
and applicable laws.

RESOLVED,  that one or more  Sub-Accounts  be established  within the Separate
Account to which net premiums from variable  life  insurance  policies will be
allocated in accordance  with  instructions  received from policy owners,  and
that the  Officers  are  authorized  to  increase  or  decrease  the number of
Sub-Accounts in the Separate  Account,  or consolidate or otherwise modify the
Sub-Accounts in the Separate  Account,  as they deem necessary or appropriate,
subject to applicable law.

<PAGE>

RESOLVED,  that each  Sub-Account  shall invest only in the shares of a single
investment company or a single portfolio of an investment company organized as
a series fund pursuant to the Investment Company Act of 1940.

RESOLVED, that the President and Senior Vice President, Finance are authorized
to transfer funds from the Separate  Account to the General  Account as deemed
appropriate  and  consistent  with the terms of the  variable  life  insurance
policies and applicable laws.

RESOLVED,  that the Officers are authorized to establish criteria by which the
Company shall  institute  procedures to provide for a  pass-through  of voting
rights to the owners of any variable  life  insurance  policies  issued by the
Company as required by applicable laws, or otherwise appropriate, with respect
to the shares of any investment  company or companies whose shares are held in
the Separate Account.

RESOLVED,  that Dwain A. Akins and Richard T. Halinski,  Jr.,  Counsel for the
Company are constituted and appointed agents to receive service of process and
notices and  communications  from the Securities and Exchange  Commission with
respect to such  registration  statements or exemptive  applications as may be
filed on  behalf  of the  Company  concerning  the  Separate  Account,  and to
exercise  the powers given to such agent in the rules and  regulations  of the
Securities  and  Exchange  Commission  under the  Securities  Act of 1933,  as
amended,  the  Investment  Company  Act of 1940,  as amended,  the  Securities
Exchange Act of 1934, as amended,  and the Investment Advisers Act of 1940, as
amended, and all other applicable federal and state laws and regulations.

RESOLVED,  that  the  Officers  are  authorized  to do or cause to be done all
things necessary or appropriate, as may be advised by counsel, to comply with,
or obtain  exemptions from,  federal or state statutes or regulations that may
be  applicable to the issuance and sale of variable  life  insurance  policies
through the Separate  Account of the Company,  including  without  limitation,
applying  for  exemptions  with respect to policies to be issued in the future
through  Separate  Accounts  to be  established  either by the  Company  or an
affiliate of the Company.

RESOLVED,  that the Company will act as the Depositor for the Separate Account
and,  further,  that  the  Company  will  provide  all or some  administrative
services in connection with the  establishment and maintenance of the Separate
Account and other administrative  services in connection with the issuance and
sale of such variable life insurance  policies,  all on such terms and subject
to such modifications as the Officers deemed necessary or appropriate.

<PAGE>

RESOLVED,  that the Officers are  authorized  to organize  and  incorporate  a
suitable  investment  company or companies  under state  corporate or business
trust law and the Investment  Company Act of 1940, or to take steps to have an
existing  investment company or companies organize one or more suitable series
or portfolios under the Act, as deemed appropriate by the Officers, the shares
of which shall be purchased by the Company in order to serve as an  investment
vehicle  for the  Separate  Account,  and,  further,  that  the  Officers  are
authorized to do all things they deem  necessary or  appropriate  to carry out
the foregoing.

RESOLVED,  that in order for the Company to have an  efficient  administration
system for the variable life insurance policies, the Board of Directors of the
Company may enter into  agreements  to secure such  services  for a reasonable
fee, compensation or remuneration with a Subsidiary,  Affiliate or Independent
Contractor,  all on such terms and subject to such  conditions as the Officers
deem necessary or appropriate to effectuate the foregoing.

RESOLVED,  that in order for a suitable distribution system to be in effect in
connection with the sale of variable life insurance policies, the Officers are
authorized  to  enter  into  a  distribution   agreement  with  a  subsidiary,
affiliate, or independent contractor, all on such terms and such conditions as
the Officers deem necessary or appropriate.


This consent shall be filed with the Minutes of the Corporation.

DATED:  January 20, 1998

/S/EDWIN L. ROSANE                  /S/MICHAEL J. C. ROTH
- ---------------------------         ---------------------------
Edwin L. Rosane                     Michael J. C. Roth

/S/ROBERT G. DAVIS                  /S/JANICE E. MARSHALL
- ---------------------------         ---------------------------
Robert G. Davis                     Janice E. Marshall

/S/BRADFORD W. RICH                 /S/WILLIAM B. TRACY
- ---------------------------         ---------------------------
Bradford W. Rich                    William B. Tracy

/S/JOSUE ROBLES, JR.                /S/DONALD R. WALKER
- ---------------------------         ---------------------------
Josue Robles, Jr.                   Donald R. Walker


                                                                 EXHIBIT 1.(5)


                                 [USAA LOGO]


                         USAA LIFE INSURANCE COMPANY
                           9800 Fredericksburg Road
                            San Antonio, TX 78288
                              (A Stock Company)

                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE INSURING AGREEMENT

USAA LIFE INSURANCE COMPANY will pay the beneficiary the death benefit of this
policy upon  receiving due proof that the death of the insured  occurred while
this policy was in effect.

This  policy  is a  flexible  premium  variable  life  insurance  policy.  The
specified amount of insurance may be increased or decreased by the owner.

THE DEATH BENEFIT OF THIS POLICY MAY BE VARIABLE AS TO THE AMOUNT OR DURATION,
OR BOTH,  DEPENDING UPON THE DEATH BENEFIT OPTION  SELECTED AND THE INVESTMENT
EXPERIENCE  OF THE LIFE  INSURANCE  SEPARATE  ACCOUNT  OF USAA LIFE  INSURANCE
COMPANY  ("SEPARATE  ACCOUNT"),  BUT SHALL  NEVER BE LESS  THAN THE  SPECIFIED
AMOUNT (SUBJECT TO ANY POLICY  INDEBTEDNESS AND PARTIAL SURRENDERS) AS LONG AS
THERE IS  SUFFICIENT  CASH VALUE TO KEEP THE POLICY IN EFFECT.  See  Section 8
(Death Benefit  Provisions).  THE CASH VALUE OF THIS POLICY WILL VARY FROM DAY
TO DAY. IT MAY INCREASE OR DECREASE DEPENDING ON THE INVESTMENT  EXPERIENCE OF
THE SEPARATE ACCOUNT. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT.

FLEXIBLE PREMIUMS PAYABLE DURING LIFETIME OF INSURED OR UNTIL MATURITY DATE.

VARIABLE DEATH BENEFIT  PAYABLE PRIOR TO MATURITY DATE.  CASH VALUE PAYABLE ON
MATURITY DATE.

INVESTMENT EXPERIENCE REFLECTED IN BENEFITS.

NON-PARTICIPATING POLICY.

This policy is issued by USAA LIFE  INSURANCE  COMPANY on the  Effective  Date
shown on the Policy Information Page.

We have tried to make this policy readable.  However,  there still may be some
technical terms and concepts that are difficult to understand. Should you need
help in understanding your policy, please call us at our toll-free number.

                                        FREE LOOK PERIOD - RIGHT TO RETURN
                                      You may cancel this contract within 10
                                      days* after you receive it by returning
                                      it to the Company or the representative
                                      who sold you the contract with your
 ___________________________          written request for cancellation. With
 EDWIN L. ROSANE - PRESIDENT          respect to the Variable Fund Accounts,
                                      we will refund the greater of the
                                      premium payment made or the value of the
 ____________________________         Variable Fund Account as of the Date of
 BRADFORD W. RICH - SECRETARY         Receipt of the request to cancel plus
                                      any premium charge, monthly deduction
                                      and mortality and expense risk charge
                                      that had been deducted. The contract
                                      will be deemed void as if it had never
                                      been issued.
                                      *A longer Free Look Period may be
                                      required by law in some states. The 
 READ YOUR POLICY CAREFULLY!          exact number of days in your Free Look
                                      Period is shown on the Policy
                                      Information Page.


                                    Page 1

<PAGE>

 -----------------------------------------------------------------------------
                              TABLE OF CONTENTS
 -----------------------------------------------------------------------------
<TABLE>
<S>            <C>                                              <C>
Section 1.     Introduction                                     Page

Section 2.     Policy Information Page                          Page

Section 3.     Table of Monthly Guaranteed Cost of              Page
               Insurance Rates

Section 4.     Definitions                                      Page

Section 5.     Ownership and Beneficiary Provisions             Page

Section 6.     General Provisions                               Page

Section 7.     Premium Provisions                               Page

Section 8.     Death Benefit Provisions                         Page

Section 9.     Cash Value and Policy Charges                    Page

Section 10.    Availability of Funds  and Voting Rights         Page

Section 11.    Policy Surrender and Partial Surrenders          Page

Section 12.    Grace and Reinstatement Periods                  Page

Section 13.    Loan Provisions                                  Page

Section 14.    Settlement Options                               Page

Section 15.    Table of Guaranteed Payments                     Page
</TABLE>


                                    Page 2

<PAGE>

 -----------------------------------------------------------------------------
                           Section 1. INTRODUCTION
 -----------------------------------------------------------------------------

      This is a variable  universal life insurance  policy also commonly known
as a flexible premium variable life insurance  policy.  The death benefit that
is paid when the Insured  dies may vary.  After  charges as  described in this
policy  are  deducted  from the  premium  paid,  your Net  Premium  Payment is
invested to build the policy's cash value.  A Monthly  Deduction is subtracted
from  the  policy's  cash  value to pay for the cost of  insurance  and  other
charges.

Your Net Premium Payment will be allocated and invested as directed by you. It
will be invested in an Account  which does not  guarantee the principal or any
earnings  (this  is known as a  Variable  Fund  Account).  There  are  several
Variable Fund Accounts  under this policy which  correspond to various  Mutual
Funds in which you may  choose to  invest.  Your  value in the  Variable  Fund
Accounts will vary with the investment  experience of the corresponding  Fund.
The value may rise or it may fall.  You have access to the policy's cash value
either  through a loan,  a partial  surrender  or a total  surrender.  A total
surrender results in the termination of the life insurance policy.

      This is a brief summary of the life insurance policy.  You must read the
rest of this  policy to  understand  the  details  of how this life  insurance
policy works.


                                    Page 3

<PAGE>

 -----------------------------------------------------------------------------
                      Section 2. POLICY INFORMATION PAGE
 -----------------------------------------------------------------------------


                                    Page 4

<PAGE>

 -----------------------------------------------------------------------------
                Section 3. TABLE OF MONTHLY GUARANTEED COST OF
                               INSURANCE RATES
 -----------------------------------------------------------------------------


                                    Page 5

<PAGE>

 -----------------------------------------------------------------------------
                            Section 4. DEFINITIONS
 -----------------------------------------------------------------------------

IN THIS POLICY -

ACCUMULATION UNIT means an accounting unit of measure used to calculate values
in each Variable Fund Account.

ADMINISTRATIVE  CHARGE means a monthly charge  deducted from the policy's cash
value during the first Policy Year only.  It  compensates  us for the start-up
expenses  incurred  in  issuing  this  policy.  It  is  shown  on  the  Policy
Information Page.

ANNIVERSARY  means the same date each succeeding year as the Effective Date of
the policy.

ANNUAL TARGET PREMIUM  PAYMENT means an annual amount of premium  payment that
we  establish  when the  policy  is  issued  and  that is shown on the  Policy
Information  Page.  It is used to determine  whether a Premium  Charge will be
deducted  from premium  payments,  whether a surrender  charge is imposed on a
full surrender and whether the Guaranteed Death Benefit applies.

BENEFICIARY means the person or entity designated to receive the death benefit
upon the Insured's death.

CASH VALUE -  this term is explained in Section 9 of this policy.

COMPANY, WE, OUR, or US means USAA Life Insurance Company.

DATE OF RECEIPT means the date actually  received at our Home Office,  subject
to two exceptions:  (1) if received on a date other than a Valuation Date, the
Date Of Receipt will be the following Valuation Date; and (2) if received on a
Valuation Date after close of trading of the New York Stock Exchange, the Date
Of Receipt will be the following Valuation Date.

DEATH BENEFIT - this term is explained in Section 8 of this policy.

EFFECTIVE  DATE  means the date we  approve  the  application  and issue  this
policy. The Effective Date is shown on the Policy Information Page.

FREE LOOK PERIOD  means the period of time  required by state law during which
the owner may  return the policy for  cancellation  and  receive a refund.  If
cancellation  of the policy is  requested  during the Free Look Period we will
refund the greater of the premium  payment or the value of the  Variable  Fund
Accounts  as of the Date of Receipt of the  request to cancel plus any Premium
Charge,  Monthly  Deduction  and  Mortality  and Expense  Charge that had been
deducted. The Free Look Period is shown on the Policy Information Page.

FUND means an investment portfolio that has specific investment objectives and
policies and is offered by a Mutual Fund.

GUARANTEED  DEATH  BENEFIT means that the Company  guarantees  that the policy
will not lapse  during the first five  policy  years and that a death  benefit
will be paid  if a  sufficient  amount  of  premium  has  been  paid.  See the
Guaranteed Death Benefit Provision on page _____.

HOME  OFFICE  means  USAA  LIFE  INSURANCE   COMPANY;   USAA  BUILDING,   9800
FREDERICKSBURG ROAD, SAN ANTONIO, TEXAS 78288.

INDEBTEDNESS  means the sum of all  unpaid  policy  loans and  unpaid  accrued
interest due on loans.

INSURED  means the person whose life is insured.  The insured is identified on
the Policy Information Page. The Insured may or may not be the Owner.


                                    Page 6

<PAGE>

LAPSE means the policy has terminated  because of insufficient cash value from
which to deduct the  Monthly  Deduction  and any loan  interest  then due.  No
insurance coverage exists when the policy has Lapsed.

MAINTENANCE  CHARGE means a monthly  charge  deducted  from the policy's  cash
value. It compensates us for recurring  administrative expenses related to the
maintenance of the policy and the Separate Account.  It is shown on the Policy
Information Page.

MATURITY DATE means the date that we will pay the policy's cash value,  to the
Owner,  as long as the  policy  has not  terminated  because  of  Lapse,  full
surrender,  or the Insured's  death.  The Maturity Date is shown on the Policy
Information Page.

MONTHLY  ANNIVERSARY  means  the  same  date of each  succeeding  month as the
Effective Date of the policy.

MONTHLY DEDUCTION means a charge made under this policy each month against the
policy's cash value. The charge is equal to:

      1)    the cost of insurance and any riders; plus
      2)    the  Administrative  Charge that is applied
            during the first 12 months  that the policy
            is in effect; plus
      3)    the Maintenance Charge.

MINIMUM  AMOUNT  INSURED  means the amount of life  insurance  required by the
Internal  Revenue Code to qualify the policy as life  insurance and to exclude
the death benefit from the Beneficiary's taxable income.

MUTUAL FUND means an open-end investment company under federal securities law.
It may offer shares of several different Funds for investment.

NET ASSET VALUE means the current value of each Fund's total assets,  less all
liabilities, divided by the total number of shares outstanding.

NET PREMIUM  PAYMENT  means the amount of a premium  payment less the policy's
Premium Charge. See the Premium Charge provision in Section 7.

NOTICE TO US means your signed  statement which is received at our Home Office
and is in a form satisfactory to us.

OWNER  means  the  person to whom we owe the  rights  and  privileges  of this
policy.

POLICY  INFORMATION  PAGE means the page that identifies  certain  information
about this policy and  specifies  certain  terms of the policy.  It appears at
page 4.

POLICY YEAR means a period of 12 calendar  months  starting with the Effective
Date of the policy, and each 12-month period thereafter.  For example, if your
policy  was  issued  on July 15,  your  first  Policy  Year  would  end on the
following July 14. Each subsequent  Policy Year would start on July 15 and end
on July 14.

PREMIUM  CHARGE  means an  amount  that we deduct  from  premium  payments  to
compensate us for sales charges and taxes related to the policy.

SEPARATE  ACCOUNT means the  investment  account  established  under Texas law
through which USAA Life  Insurance  Company  invests the Net Premium  Payments
received for investment in the Variable Fund Accounts  under this policy.  The
Separate  Account is  divided  into  subdivisions  called  the  Variable  Fund
Accounts under this policy. Each Variable Fund Account invests the Net Premium
Payments  allocated  to it in a  particular  Fund.  The assets of the Separate
Account  are owned by USAA Life  Insurance  Company.  To the  extent  that the
assets are equal to the reserves and other contractual  liabilities,  they are


                                    Page 7

<PAGE>

not  chargeable  with  liabilities  arising  out of any other  business of the
Company.  The income,  gains,  and losses,  realized or  unrealized,  from the
assets of the Separate  Account are  credited or charged  against the Separate
Account  without regard to other income,  gains or losses of the Company.  The
Separate  Account  is  registered  as  an  investment  company  under  federal
securities law.

SPECIFIED AMOUNT means the minimum death benefit payable as long as the policy
is in effect.  It is also the amount of life insurance  issued by the Company.
It is shown on the Policy Information Page.

SURRENDER  CHARGE means an amount that may be deducted  from the policy's cash
value if the  Owner  surrenders  the  policy in full.  See the Full  Surrender
Charge provision on page _____.

VALUATION DATE means any business day, Monday through Friday, on which the New
York Stock Exchange is open for regular trading, except

      1)    Any day on which  the  value of the  shares of a
            Fund is not computed.
      2)    Any day during which no order for the  purchase,
            redemption,    surrender    or    transfer    of
            Accumulation Units is received.

VALUATION  PERIOD means the period of time from the end of any Valuation  Date
to the end of the next Valuation Date.

VARIABLE  FUND ACCOUNT means a  subdivision  of the Separate  Account in which
premium  payments may be invested.  There are several  Variable  Fund Accounts
under this policy.  Each  Variable  Fund Account  corresponds  to a particular
Fund. Net Premium  Payments  allocated to a Variable Fund Account are invested
by the Company in the  particular  Fund.  The Variable  Fund Accounts are also
referred to in this policy as Accounts.

YOU, YOUR or YOURS refers to the Owner of the policy.

 -----------------------------------------------------------------------------
               Section 5. OWNERSHIP AND BENEFICIARY PROVISIONS
 -----------------------------------------------------------------------------

OWNER

The rights and privileges of this policy belong to you, the Owner,  during the
Insured's  lifetime.  The policy names you or someone else as the Insured.  If
you are not the Insured, you should name a successor owner who will become the
Owner if you die before the  Insured.  If you die before the Insured and there
is no successor owner, ownership passes to your estate.

CHANGE OF OWNERSHIP

You may change the ownership of this policy by sending Notice To Us during the
Insured's  lifetime.  The change  will take  effect on the date we receive the
request.  A change in ownership will not affect actions taken by us before the
request  is  received.  A change of  ownership  is subject to the rights of an
assignee of record and any irrevocable beneficiary.

ASSIGNMENT

You may collaterally  assign this policy subject to the written consent of any
irrevocable  beneficiaries and any other assignees of record. We are not bound
by an  assignment  until  it is  received  at our  Home  Office.  We  are  not
responsible for determining the validity of an assignment.

BENEFICIARY

The  Beneficiary  is the  person or entity  named in the  application,  unless
changed  by you  during  the  Insured's  lifetime.  If more  than one  primary
Beneficiary is named,  the death benefit will be paid equally to them,  unless
you direct  otherwise.  Benefits  payable to a Beneficiary who dies before the
Insured will be paid equally to the remaining Beneficiaries,  unless otherwise
directed.  If no Beneficiary  survives the Insured,  the death benefit will be
paid to you, if living, or, if not, to your estate.


                                    Page 8

<PAGE>

CHANGE OF BENEFICIARY

You may change the  Beneficiary  of this policy by sending Notice To Us during
the Insured's lifetime.  The written consent of any irrevocable  beneficiaries
must be obtained before any change. The change will take effect on the date we
receive  the  request.  If we make a  benefit  payment  in good  faith  before
receiving  the  request,  we will receive  credit for the payment  against our
liability  under the policy.  A change of Beneficiary is subject to the rights
of an assignee of record.

 -----------------------------------------------------------------------------
                        Section 6. GENERAL PROVISIONS
 -----------------------------------------------------------------------------

CONTRACT EXPLANATION

The  policy is a legal  contract  between  you and us. The  consideration  for
issuing this policy is:

      1)    Completion of the application, and
      2)    Payment of the first premium.

The policy, application, any supplemental applications,  riders, endorsements,
and amendments form the entire  contract.  We will consider  statements in the
application  as  representations  and  not  warranties.  Only  representations
contained in the application or supplemental  application will be used to void
this policy or to defend a claim under this policy.

Only the  president  or  secretary  of the Company has  authority  to waive or
change a provision of this policy, and then only in writing.

INCONTESTABILITY

We will not contest  this policy,  or any increase to it,  except for Lapse or
fraud,  after the policy or increase  has been in force  during the  Insured's
lifetime for two years.  During any two-year  contestable  period, we have the
right to contest the validity of this policy  based on material  misstatements
or omissions made in the application or supplemental application. The two-year
period for the policy begins on the Effective Date and the two-year period for
any increase  begins on the date the increase is approved and made  effective.
If  we  rescind  the  policy  we  will  refund  the  premiums  paid  less  any
Indebtedness and any previous partial surrenders.

This provision does not apply to optional policy benefits added by rider. Each
rider contains its own incontestability provision.

MISSTATEMENT OF AGE OR SEX

If the Insured's  age or sex has been  misstated on the  application,  we will
adjust  the cash  value and  death  benefit  to those  amounts  that  would be
obtained based on the correct Monthly  Deductions since the policy's Effective
Date.

SUICIDE EXCLUSION

If the Insured  commits  suicide  (while sane or insane)  during the first two
years the policy is in effect, we will not pay a death benefit. We will refund
the premiums paid less any Indebtedness  and any previous partial  surrenders.
If the Specified Amount is increased by the Owner, a separate two-year suicide
exclusion period is applied to the amount of the increase. If the Insured dies
as a result of suicide  (while sane or insane)  during the  separate  two-year
suicide exclusion  period, we will only pay the death benefit  attributable to
the  initial  Specified  Amount (on which the  two-year  exclusion  period has
expired).  We will  refund  the  premium  paid less any  Indebtedness  and any
partial surrenders attributable to the increase in the Specified Amount.


                                    Page 9

<PAGE>

ANNUAL STATEMENT AND REPORTS

Within 30 days after  this  policy's  Anniversary,  we will mail you an annual
statement showing:

      1)    the amount of the death benefit;
      2)    the cash value;
      3)    any Indebtedness;
      4)    any loan interest charge;
      5)    any loan repayments since the last annual report;
      6)    any partial surrenders since the last annual report;
      7)    all premium payments since the last annual report;
      8)    all  deductions  and  charges  since the last  annual
            report; and,
      9)    other   pertinent   information   required   by   any
            applicable law or regulation, or that we deem helpful
            to you.

      We may instead, at our discretion,  mail you the annual statement within
30 days after  December  31 of each year.  The  information  contained  in the
annual  statement will be computed as of a date not more than 60 days prior to
the  mailing  of the  annual  statement.  We may at our  discretion  send  you
statements more frequently. As required by state and federal law, we will also
send you  semi-annual  reports for the Funds that  correspond  to the Variable
Fund Accounts,  semi-annual  reports for the Separate  Account,  and any other
information.

POLICY SERVICE

All  request  for changes to this policy must be clear and in writing and must
be received by our Home Office. Requests to change premium payment allocation,
requests  for  partial  surrenders,  requests  for  loans,  and  requests  for
transfers between Accounts may, however, be made by telephone.  We will employ
reasonable  procedures to confirm that instructions  communicated by telephone
are genuine,  and only if we do not, will we be liable for any losses  because
of unauthorized or fraudulent instructions. Information will be obtained prior
to any  discussion  regarding  the contract  including but not limited to: (1)
USAA  number or  contract  number,  (2) the name of the Owner,  and (3) social
security number of the Owner. In addition,  all telephone  communications with
an Owner are recorded and  confirmations  of all  transactions are sent to the
Owner's  address.  We may  modify,  suspend,  or  discontinue  this  telephone
transaction privilege at any time without prior notice.

NON-PARTICIPATING

This is a  non-participating  policy. This policy will not share in any of the
Company's  profits  or surplus  earnings.  We will not pay  dividends  on this
policy.

CONFORMITY WITH LAW

This policy is subject to the laws of the state  where it was  issued.  To the
extent that the policy may not comply,  it will be interpreted  and applied to
comply.

BASIS OF RESERVES

All of the  reserve  values  of this  policy  are the  same or more  than  the
minimums  required  by the laws of the state  where  the  policy  was  issued.
Reserves are computed by the Commissioner's  Reserve Valuation Method.. In the
states  which  require it, we have filed a detailed  statement  with the state
insurance department.

 -----------------------------------------------------------------------------
                        Section 7. PREMIUM PROVISIONS
 -----------------------------------------------------------------------------

INITIAL PAYMENT

Any part of the  initial  Net Premium  Payment or any  subsequent  Net Premium
Payment  made during the free look period that is requested to be allocated to


                                   Page 10

<PAGE>

any of the  Variable  Fund  Accounts  will be  allocated  to the Money  Market
Variable  Fund Account on the  Effective  Date.  The Net Premium  Payment will
remain in the Money Market Variable Fund Account for the Free Look Period plus
five days. On the Valuation Date immediately following the end of that period,
the initial Net Premium  Payment,  together  with any  subsequent  Net Premium
Payments that have been made,  plus any earnings  will be allocated  among the
Variable Fund Accounts in the  percentages  as directed on the  application at
the  Accumulation  Unit value next computed on that date.  The initial and all
subsequent  premium  payments  must be sent to our Home Office and will not be
made effective until the Date Of Receipt by our Home Office.

PLANNED PERIODIC PREMIUM PAYMENTS

Planned periodic premium payments may be made at the interval indicated on the
Policy  Information  Page.  The failure to follow a planned  periodic  premium
schedule  will not in itself  cause the  policy to Lapse.  On the other  hand,
payment of a planned  periodic premium will not guarantee that the policy will
remain in effect  except as provided  under the section  entitled  "Guaranteed
Death  Benefit"  below.  The duration of the policy  depends upon the policy's
cash value.

We will send premium notices,  if you request, at 3, 6, or 12-month intervals.
All planned  periodic  premium payments must be paid to us at our Home Office.
You may change the amount or frequency of planned periodic  premium  payments,
subject to the maximum premium limitation.

PREMIUM  CHARGE

A Premium Charge is deducted from premium  payments to compensate us for sales
charges  and taxes.  This  charge is 3% of the  premium  payment.  The Premium
Charge is deducted from all premium payments until the total amount of premium
paid exceeds the Annual Target Premium  Payment  multiplied by 10. The Premium
Charge is  designed  so that it will not be  applied  if the  total  amount of
premium  paid  exceeds the amount of Annual  Target  Premium  Payments for ten
years. If the owner  increases or decreases the Specified  Amount a new Annual
Target  Premium  Payment will be declared by us for the new Specified  Amount.
Whether or not the Premium  Charge  applies will be  determined  using the new
AnnualTarget Premium Payment.

GUARANTEED DEATH BENEFIT

You have the option to pay  planned  periodic  premium  payments  based on the
Annual Target  Premium  Payment.  If upon any Monthly  Anniversary  during the
first five policy  years the total  planned and  unscheduled  premium you have
paid,  less any  partial  surrenders  is equal to or  greater  than the Annual
Target Premium Payment prorated for the number of Monthly  Anniversaries  that
have occurred since the Policy's  Effective  Date, then we guarantee that this
policy will not lapse on that Monthly Anniversary,  even if the cash surrender
value is insufficient  to pay for the Monthly  Deduction and any loan interest
then due. This guarantee option is only available during the first five policy
years.

If the  Specified  Amount is increased or decreased  within the first 5 Policy
Years a new Annual  Target  Premium  Payment  will be declared by us. This new
Annual Target Premium  Payment will be used to make the described  calculation
to determine whether the Guaranteed Death Benefit applies.

UNSCHEDULED PREMIUM PAYMENTS

Unscheduled premium payments may be made at any time and must be paid to us at
our Home Office, subject to the maximum premium limitation.


                                   Page 11

<PAGE>

MAXIMUM PREMIUM LIMITATION

The sum of premiums paid on this policy, both planned and unscheduled,  cannot
exceed the maximum  premium allowed by the Internal  Revenue Code,  unless the
premium is necessary to prevent  Lapse.  We monitor the amount of the policy's
cash value and the amount of life  insurance  at risk to the  Company  that is
required by the Internal  Revenue Code to qualify the policy as life insurance
and to exclude the death benefit from the  beneficiary's  taxable income. If a
premium  payment  will cause the policy not to satisfy  Internal  Revenue Code
requirements  we will  refund  the excess  premium  payment to you and we will
accept no further  premium until allowed by the Internal  Revenue Code current
maximum premium  limitation.  We may invite you to apply,  subject to proof of
insurability, to increase the Specified Amount.

ALLOCATIONS OF NET PREMIUM PAYMENT

Premium payments that are requested to be allocated among the various Accounts
under this policy must be allocated in amounts no smaller than  one-tenth of a
percent,  provided  that the total amount  equals an aggregate of 100 percent.
The allocation of subsequent premium payments among the various Accounts under
this policy will be made to the same Accounts and in the same  proportions  as
the initial premium payment which is shown on the application.  The allocation
of  subsequent  premium  payments  may be  changed by the Owner at any time by
sending a  written  request  to our Home  Office,  or by  making a request  by
telephone.  A request to change subsequent premium payment allocations will be
effective with the first premium payment  received on or following the Date Of
Receipt of the request.

DATE SUBSEQUENT NET PREMIUM PAYMENTS CREDITED

Net Premium Payments after the initial premium payment will be credited to the
Accounts  under this policy on the Date Of Receipt.  Payments to the  Variable
Fund  Accounts  under this policy will be  credited at the  Accumulation  Unit
value that is next computed on the Date Of Receipt.

TRANSFERS

You may convey  value from one Account to another  Account  under this policy.
This is known as a  transfer.  Transfers  are also  subject  to the  following
restrictions.

      1)    Six free transfers may be made each Policy Year;
      2)    Additional transfers may be made each Policy Year but are
            subject to a fee of $25.00 per transfer;
      3)    The minimum amount that may be transferred from an Account
            is $250.00; or the entire Account value if the value is
            less than $250.00;
      4)    A request for a transfer must clearly state the amount to
            be transferred, the Account from which it is to be
            withdrawn, and the Account to which it is to be credited;
      5)    A transfer may not be made during the first 30 days after
            the Effective Date;
      6)    A transfer will result in either the redemption or
            purchase of Accumulation Units, or both; the transfer will
            be processed effective at the Accumulation Unit value next
            computed on the Date Of Receipt of the transfer request;
      7)    We reserve the right at any time and without prior notice
            to terminate, suspend, or modify these transfer
            privileges.

 -----------------------------------------------------------------------------
                     Section 8. DEATH BENEFIT PROVISIONS
 -----------------------------------------------------------------------------

DEATH BENEFIT

We will pay the Death  Benefit  when we receive due proof of death at our Home
Office that the Insured has died while this policy is in effect.

The Death  Benefit  will be paid in  accordance  with the most  current  Death
Benefit Option  selected,  reduced by any  Indebtedness and any due and unpaid
Monthly Deductions as set forth in the Grace Period Provision.  These proceeds
will be increased by any additional  optional  insurance  benefits provided by
rider.


                                   Page 12

<PAGE>

DEATH BENEFIT OPTIONS

The policy  provides two Death  Benefit  Options:  Option A and Option B. Both
Options  provide life insurance  protection  combined with the  opportunity to
build cash value.

Under Option A, the amount of life insurance at risk to the Company  decreases
as the cash value increases. The total Death Benefit remains level (unless the
Minimum Amount Insured applies see Minimum Amount Insured, below).

Under Option B, the amount of life  insurance  at risk to the Company  remains
level (unless the Minimum Amount Insured applies - see Minimum Amount Insured,
below) but the total Death Benefit  includes the cash value. See Section 9 for
an explanation of how cash value is determined. The Death Benefit Options are:

Option A:    The Death Benefit is:

      1)    The Specified Amount; or
      2)    The Minimum Amount Insured, if greater.

Option B:    The Death Benefit is:

      1)    The Specified Amount, plus the policy's cash value; or
      2)    The Minimum Amount Insured, if greater.

MINIMUM AMOUNT INSURED

The Minimum Amount Insured means the amount of life insurance  required by the
Internal  Revenue Code to qualify the policy as life  insurance and to exclude
the Death Benefit from the  Beneficiary's  taxable income. It is calculated by
multiplying  the policy's cash value  (excluding the amount of any outstanding
loan and any unpaid loan interest) by a specified percentage which is based on
the Insured's age. The specified percentages are:

<TABLE>
<CAPTION>
         AGE          PERCENTAGE               AGE          PERCENTAGE
<S>      <C>              <C>               <C>                 <C>
         0-40             250%                  61              128%
          41              243                   62              126
          42              236                   63              124
          43              229                   64              122
          44              222                   65              120
          45              215                   66              119
          46              209                   67              118
          47              203                   68              117
          48              197                   69              116
          49              191                   70              115
          50              185                   71              113
          51              178                   72              111
          52              171                   73              109
          53              164                   74              107
          54              157                 75-90             105
          55              150                   91              104
          56              146                   92              103
          57              142                   93              102
          58              138                   94              101
          59              134               95 and older        100
          60              130
</TABLE>

We  monitor  the  amount of the  policy's  cash  value and the  amount of life
insurance at risk to the Company that is required by the Internal Revenue Code


                                   Page 13

<PAGE>

to qualify the policy as life  insurance and to exclude the Death Benefit from
the beneficiary's taxable income. If, prior to the insured's death, unexpected
increases  in the  policy's  cash value  would cause the policy not to satisfy
Internal Revenue Code requirements,  we will increase the Death Benefit to the
Minimum  Amount  Insured so that the Death  Benefit will be excluded  from the
beneficiary's taxable income.

DEATH BENEFIT OPTION CHANGES

After the first Policy Year, you may change the Death Benefit Option by Notice
To Us. The new Death  Benefit  Option  must also remain in effect for one year
before another change will be allowed.  Any change is subject to the following
conditions.

      1)    You may change from Death Benefit Option A to Death Benefit
            Option B by Notice To Us. The new Specified Amount will be the
            old Specified Amount less the policy's cash value (excluding
            the amount of any outstanding loan and any unpaid loan
            interest) as determined on the Date Of Receipt of the Notice To
            Us. If you want the new Specified Amount to be the same as the
            old Specified Amount, the change in Death Benefit Option will
            be subject to proof of insurability. A change from Death
            Benefit Option A to Option B will be subject to a remaining
            $50,000 Specified Amount or $25,000 if the Insured is less than
            18 years of age.
      2)    You may change from Death Benefit Option B to Death Benefit
            Option A by Notice To Us. The new Specified Amount will be the
            old Specified Amount increased by the policy's cash value
            (excluding the amount of any outstanding loan and any unpaid
            loan interest) next determined on the Date Of Receipt of the
            Notice To Us.

A Change  from  Option A to Option B or from  Option B to Option A will become
effective on the next Monthly  Anniversary on or following the date the change
is approved by us.

SPECIFIED AMOUNT CHANGES

You may change the Specified  Amount by Notice To Us. Any change is subject to
the following conditions:

      1)    Any increase will require proof of the Insured's insurability
            and must be applied for on a written application. The
            application for any increase will be attached to and made part
            of this policy.
      2)    Any increase must not be less than $25,000 unless made in
            conjunction with a change in death benefit option or to satisfy
            Internal Revenue Code requirements.
      3)    Any decrease will be applied against the most recent increase.
      4)    A decrease will not be allowed that results in a Specified
            Amount of less than $50,000 or $25,000 if the Insured is less
            than 18 years of age, other than a decrease resulting from a
            partial surrender of cash value under Option A.

Increases  in  Specified  Amount will  become  effective  on the next  Monthly
Anniversary on or following the date the increase is approved by us. Decreases
in Specified Amount will become  effective on the next Monthly  Anniversary on
or following the Date Of Receipt of the Notice To Us.

 -----------------------------------------------------------------------------
                   Section 9. CASH VALUE AND POLICY CHARGES
 -----------------------------------------------------------------------------

GENERAL DESCRIPTION

Net Premium  Payments are invested in the Variable  Fund  Accounts  under this
policy to build cash value.  The net premium  that you  allocate to a Variable
Fund Account is invested by the Company  through the Separate  Account that we
have  established to purchase  shares of the  corresponding  Fund at their Net
Asset Value.  Your value in the Variable Fund Accounts will fluctuate and vary
based on the investment  experience of the corresponding  Fund. In addition to
the charges made under this policy that are discussed in this  section,  there
are expenses that apply at the corresponding Fund level.  Please read the Fund
prospectus for a complete understanding of all expenses.


                                   Page 14

<PAGE>

CASH VALUE

The  policy's  cash  value  will  vary on a daily  basis  with the  investment
experience of the selected  Accounts to which you are  allocating  Net Premium
Payments.

The cash  value will also vary to reflect  the  amount  and  frequency  of Net
Premium  Payments,  the effect of any  partial  surrenders,  the effect of any
loans,  and the charges and  deductions  made under this  policy.  There is no
minimum guaranteed cash value.

The cash value of this policy on the Effective Date is the Net Premium Payment
less the Monthly Deduction for the following month. Thereafter, the cash value
on any  Valuation  Date  will  equal  the sum of the  policy's  value  in each
Variable Fund Account plus any value held in the Company's  general account to
secure a loan plus any  interest  earnings  credited  on the value held in the
loan  account less the amount of any  outstanding  loan  including  any unpaid
interest  and less any  Monthly  Deductions,  transfer  charges,  and  partial
surrender charges applied through that date.
(See Section 13 Loan Provisions.)

On each Monthly Anniversary, the Monthly Deduction will reduce the cash value.
The amount of Monthly  Deduction taken from the Account(s) will be in the same
proportion as each Account(s) cash value has to the total policy cash value.

THE SEPARATE ACCOUNT

The Separate  Account is an  investment  account  established  under Texas law
through which USAA Life  Insurance  Company  invests the Net Premium  Payments
received for investment in the Variable Fund Accounts  under this policy.  The
Separate  Account is  divided  into  subdivisions  called  the  Variable  Fund
Accounts under this policy. Each Variable Fund Account invests the Net Premium
Payments  allocated  to it in a  particular  Fund.  The assets of the Separate
Account  are owned by USAA Life  Insurance  Company.  To the  extent  that the
assets are equal to the reserves and other contractual  liabilities,  they are
not  chargeable  with  liabilities  arising  out of any other  business of the
Company.  The income,  gains,  and losses,  realized or  unrealized,  from the
assets of the Separate  Account are  credited or charged  against the Separate
Account  without regard to other income,  gains or losses of the Company.  The
assets of the Separate  Account  shall be valued at the end of each  Valuation
Date.  The Separate  Account is  registered  as an  investment  company  under
federal securities law.

YOUR VALUE IN VARIABLE FUND ACCOUNTS

At the end of each  Valuation  Date,  the  Accumulation  Unit  value  for each
Variable  Fund Account is computed.  Your value in a Variable  Fund Account is
determined by multiplying  the number of  Accumulation  Units credited to that
Variable Fund Account by the value of the  Accumulation  Unit as of the end of
any Valuation Date. Accumulation Units are credited to a Variable Fund Account
under this policy when you pay us premium  and  allocate it to the  particular
Variable Fund Account. The number of Accumulation Units credited to a Variable
Fund  Account  under this policy is  determined  by  dividing  the Net Premium
Payment credited to the Account by the Account's  Accumulation Unit value next
computed on the Date Of Receipt of the premium  payment.  Each  Variable  Fund
Account's  Accumulation  Units are valued  separately.  The Accumulation  Unit
value  of a  Variable  Fund  Account  as of the end of any  Valuation  Date is
calculated as (1) multiplied by (2) where:

      (1)   Is the Accumulation Unit value for the Account as of the
            end of the immediately preceding Valuation Period; and

      (2)   Is the Net Investment Factor for the Valuation Period
            ending on that Valuation Date.

Your value in a Variable  Fund  Account is also reduced by any values you have
withdrawn or transferred and less any Monthly  Deductions,  transfer  charges,
and partial  surrender  charges  applied through that date. You may learn what
the daily value of an Accumulation Unit is and the number of units credited to
the Variable Fund Accounts under your policy by contacting our Home Office.


                                   Page 15

<PAGE>

NET INVESTMENT FACTOR

The net  investment  factor is an index number that  reflects  charges to this
policy  and  investment   performance  during  a  Valuation  Period.  The  net
investment factor for a Variable Fund Account is determined by dividing (1) by
(2), and then subtracting (3) from the result, where:

      (1)   Is the net result of:

            (a)   The Net Asset Value per share of the Fund shares
                  held in the corresponding Variable Fund Account
                  determined at the end of the current Valuation
                  Period;

            (b)   Plus the per share amount of any dividend or capital
                  gain distributions made on the Fund shares held in
                  the corresponding Variable Fund Account during the
                  current Valuation Period;

            (c)   Plus or minus a per share credit or charge for that
                  current Valuation Period for any decrease, or
                  increase, in any income taxes reserved that we
                  determine has resulted from the investment
                  operations of the particular Variable Fund Account
                  or any other taxes which are applicable to this
                  contract.

      (2)   Is the Net Asset Value per share of the Fund shares held in the
            corresponding Variable Fund Account determined at the beginning
            of the current Valuation Period.

      (3)   Is a factor representing the mortality and expense risk. The
            annual charge rate is .75%. We may lower this charge at our
            discretion but we guarantee that it will not be raised.

MONTHLY DEDUCTION

The Monthly  Deduction on each Monthly  Anniversary shall be calculated as (1)
plus (2) plus (3) where:

      (1)   is the cost of the amount of insurance at risk to the Company
            and the cost for any policy riders;
      (2)   is the Administrative Charge, which is a flat charge per policy
            that is applied only during the first 12 months that this
            policy is in effect; and
      (3)   is the Maintenance Charge, which is a flat charge per policy.

The first-year monthly Administrative Charge and the policy Maintenance Charge
are set forth on the Policy Information Page.

PREMIUM  CHARGE

A Premium Charge of 3% is deducted from premium  payments to compensate us for
sales  charges and taxes  related to this policy.  The  resulting  Net Premium
Payment is then  allocated  to the  Variable  Fund  Account(s).  See Section 7
Premium Provisions for an explanation of when this charge will not be made.

MORTALITY AND EXPENSE CHARGE

Certain  charges  are  deducted  on a daily  basis  from the net assets of the
Variable  Fund  Accounts.  These  charges have an effect on the policy's  cash
value:

      1)    a daily charge of .00204% (equal to .75% annual rate) for
            the mortality and expense risks assumed by us; and,
      2)    if necessary, a charge for federal income taxes
            attributable to the Separate Account.

FULL SURRENDER CHARGE

While  the  Insured  is  living  and the  policy  is in  force,  the Owner may
surrender the policy in full for its cash value.  If the policy is surrendered
in full, the amount payable may reflect a deduction for the Surrender  Charge.
The net amount that you would  receive is the policy's cash  surrender  value.


                                   Page 16

<PAGE>

The purpose of the Surrender  Charge is to compensate the Company for expenses
incurred in the  distribution of the policies.  If assessed upon the surrender
of the policy, the Surrender Charge reduces the amount paid to the owner.

The amount of the Surrender  Charge is based upon the Specified Amount and the
Annual Target Premium Payment.  The Surrender Charge declines each policy year
and is eliminated  after the policy has been in effect 10 Policy Years. If the
policy is surrendered during a Policy Year, the Surrender Charge is determined
by multiplying  the applicable  percentage for a surrender  during that policy
year times the Annual Target Premium  Payment.  The Surrender  Charge is based
upon the Policy Year in which the policy is surrendered  and the amount of the
Annual Target Premium Payment.

If the Specified  Amount is increased or decreased  within the first 10 policy
years, a  new Annual  Target Premium  Payment will be declared by us. This new
Annual Target Premium  Payment will be used to make the described  calculation
to determine whether the Surrender Charge applies.  The applicable  percentage
for a surrender of the policy during a policy year is determined as follows:

<TABLE>
<CAPTION>
      If the Policy is Surrendered During         Applicable Percentage
      -----------------------------------         ---------------------
<S>   <C>               <C>                                <C>
      Policy Year       1                                  50%

      Policy Year       2                                  45%

      Policy Year       3                                  40%

      Policy Year       4                                  35%

      Policy Year       5                                  30%

      Policy Year       6                                  25%

      Policy Year       7                                  20%

      Policy Year       8                                  15%

      Policy Year       9                                  10%

      Policy Year       10                                  5%

      Policy Year       11 & thereafter                     0%
</TABLE>

For example,  if the Annual Target  Premium  Payment was $2,000 and the policy
was  surrendered  in full during the first Policy Year,  the Surrender  Charge
would be determined by  multiplying  50% times $2,000 or 50% X 2,000 = $1,000.
Thus, in this example the Surrender Charge would be $1,000.

PARTIAL SURRENDER (WITHDRAWAL) CHARGES

The  amount of cash  value you may  obtain  through  a  partial  surrender  is
limited.  The policy's  remaining cash value after a partial surrender may not
be less than an amount equal to the then current  Surrender  Charge for a full
surrender.   For  each  partial   surrender   of  cash  value,   there  is  an
administrative  fee  equal  to  the  lesser  of  $25.00  or 2% of  the  amount
withdrawn.

TRANSFER CHARGE

You may transfer  value from a Variable Fund Account to another  Variable Fund
Account six times during a Policy Year without a charge.  Additional transfers
may be made subject to a charge of $25.00 per transfer.


                                   Page 17

<PAGE>

COST OF INSURANCE

The cost of insurance is calculated  on each Monthly  Anniversary.  First,  we
divide the death benefit on the Monthly Anniversary by a factor that discounts
the Death Benefit to the beginning of the month, and then we subtract the cash
value.  Cash value,  in this  instance,  is cash value at the beginning of the
month  prior to  deductions  for cost of  insurance.  We divide the  resulting
amount by 1000 and multiply  that result by the  applicable  cost of insurance
rate.

COST OF INSURANCE RATE

The  cost of  insurance  rates  for each  Specified  Amount  are  based on the
Insured's age, sex and rate class.  Current costs of insurance rates are based
on our expectations as to future mortality experience.  Any changes to cost of
insurance rates will apply to all persons of the same age, sex and rate class.
We guarantee that the cost of insurance rates will never be greater than those
shown in the  Table of  Monthly  Guaranteed  Cost of  Insurance  Rates in this
policy.  These guaranteed rates are based on the 1980  Commissioners  Standard
Ordinary Mortality Table.

INSUFFICIENT CASH VALUE

If the cash value,  on the Monthly  Anniversary is  insufficient  to cover the
Monthly Deduction for the following month, and any loan interest then due, the
policy and all  benefits  provided  by rider will end as provided in the Grace
Period  Provision.  Any deduction for the cost of insurance  after Lapse shall
not be considered a reinstatement of the policy (or of any benefit provided by
rider) nor a waiver by us of the Lapse.

 -----------------------------------------------------------------------------
             Section 10. AVAILABILITY OF FUNDS AND VOTING RIGHTS
 -----------------------------------------------------------------------------

A Fund may, in our judgment,  become  unsuitable for investment by an Account.
This might  happen  because  of a change in  investment  policy,  because of a
change in laws or regulations,  because the shares are no longer available for
investment,  or for some  other  reason.  We  reserve  the  right,  subject to
compliance  with  federal and state law, to  eliminate or merge any Funds that
are made available  through this policy and possibly  substitute  another Fund
if, in our judgement,  further  investment in the Fund becomes  undesirable in
view of the purposes of this policy.  We may add new  Variable  Fund  Accounts
under this policy to permit  investment in additional  Funds. We will give you
written notice of the addition,  elimination,  merger or  substitution  of any
Fund as required by law.

If required we would first notify and receive  approval from the United States
Securities  and  Exchange  Commission   ("S.E.C.")  and  the  Texas  Insurance
Department.  This approval process is on file with the insurance  commissioner
of the state where this policy is delivered.  If the S.E.C. requires that such
action receive  approval from a majority of the  policyholders in the Account,
then you will be notified  of your right to vote.  You will be notified of any
material  change  in the  investment  policy  of any Fund in which you have an
interest.

You have voting  rights in relation to your value  maintained  in the Variable
Fund  Accounts.  We will  vote  shares  of the  underlying  Funds in which the
Variable  Fund  Accounts  invest  and that are  attributable  to Owners in the
manner instructed by Owners.  Owners may give instructions equal to the number
of  shares  represented  by the  Units  attributable  to their  Variable  Fund
Accounts. We will vote such shares held by the Variable Fund Accounts that are
either (i) not attributable to Owners,  or (ii) attributable to Owners and for
which we have not received instructions,  in the same manner and proportion as
such shares for which we have received instructions.  However, we may vote any
shares of the underlying Funds without regard to instructions from Owners, and
in our own right,  where (i)  applicable law  specifically  permits or (ii) we


                                   Page 18

<PAGE>

determine,  based on our  interpretation,  that applicable law permits. In all
cases,  we will vote  separately for each Fund that  corresponds to a Variable
Fund Account where required by applicable law or appropriate.

The number of votes for an underlying Fund will be determined as of the record
date for such Fund as chosen by its board of trustees  or board of  directors.
We will  furnish  Owners with  proper  forms and voting  instruction  forms to
enable them to instruct us how to vote.

You may instruct us how to vote on the following matters:  (a) election of the
board of trustees or board of directors,  as  applicable;  (b) approval of the
investment  advisory agreement;  (c) ratification of the independent  auditing
firm; (d) any change in the fundamental  investment  policy; and (e) any other
matter requiring a vote of the shareholders.

 -----------------------------------------------------------------------------
             Section 11. POLICY SURRENDER AND PARTIAL SURRENDERS
 -----------------------------------------------------------------------------

FULL SURRENDER

You may surrender this policy for its entire cash value,  upon Notice To Us. A
Surrender Charge may be deducted by the Company pursuant to the Full Surrender
Charge  provision  in Section 9. The net amount that you would  receive is the
policy's cash surrender  value. We may require the return of your policy.  The
policy  and all  insurance  will  terminate  as of the Date Of Receipt of your
request for full surrender.

PARTIAL SURRENDERS (WITHDRAWALS)

After the first  policy  year,  you may  surrender  a part of this  policy.  A
partial surrender is subject to any Indebtedness. You may direct how a partial
surrender should be withdrawn from the current value of the Account(s).  If no
withdrawal  allocation is specified,  the partial  surrender will be withdrawn
from the Account(s) in the same  proportion as each Account's value has to the
total policy cash value.  Partial  surrenders  will reduce the policy's  death
benefit on a dollar for  dollar  basis.  A partial  surrender  under  Option A
reduces the Specified Amount dollar for dollar and also reduces the cash value
dollar for dollar.  Under Option B a partial  surrender reduces the cash value
dollar  for  dollar  but the  Specified  Amount  remains  constant.  In  those
instances where the death benefit is the Minimum Amount Insured,  the decrease
in death  benefit  will be equal to the partial  surrender  multiplied  by the
appropriate specified percentage. A fee for administrative processing equal to
the lesser of $25.00 or 2% of the  amount  withdrawn  will be charged  for all
partial  surrenders.  This fee will be deducted from the affected  Accounts in
the same proportion as the amount  withdrawn from an affected Account bears to
the total amount withdrawn from all Accounts.

DETERMINATION AND PAYMENT OF VARIABLE BENEFITS

We will make payments under this policy as follows:

      1)    Full surrenders and partial surrenders of cash value will
            usually be paid within seven days after receipt of your
            written request at our Home Office. The cash value
            available will be determined at the Accumulation Unit
            value that is next computed on the Date Of Receipt of the
            surrender request. Partial surrenders are not allowed
            during the first Policy Year.
      2)    Loans will usually be paid within seven days after receipt
            of your written request at our Home Office. The loan value
            available will be determined as of the Date Of Receipt of
            your loan request. Policy loans are not allowed during the
            first Policy Year.
      3)    Benefits at maturity will usually be paid within seven
            days after the Valuation Date on which this policy
            matures.
      4)    The death benefit will usually be paid within seven days
            after receipt at our Home Office of due proof of the
            Insured's death and all other requirements necessary to
            make payment. The cash value portion of the death benefit
            will be determined as of the Valuation Date immediately
            following the date of death.


                                   Page 19

<PAGE>

POSTPONEMENT OF PAYMENTS

We may not be able to  determine  the value of assets of the  Accounts if: (1)
the New York Stock Exchange is closed;  (2) the S.E.C.  requires trading to be
restricted or declares an emergency;  or (3) the S.E.C., by order,  permits us
to defer payments for the protection of our policyowners.

During such times we may defer:

      1)    determination of Account values;
      2)    payment of such values;
      3)    payment of loans;
      4)    any requested transfer of Account values; and
      5)    use of the death benefit under the Settlement Options.

Requests for partial surrenders, full surrenders, loans or refunds which would
be derived from a premium  payment  made by a check may be deferred  until the
check has cleared the banking system.

 -----------------------------------------------------------------------------
                 Section 12. GRACE AND REINSTATEMENT PERIODS
 -----------------------------------------------------------------------------

GRACE PERIOD

On any  Monthly  Anniversary  when the cash  value,  is less than the  Monthly
Deduction  for the  following  month and any loan  interest  then due, a grace
period will begin. During the grace period, you must send us enough premium to
cover three Monthly  Deductions and any loan interest due. We will notify you,
and any assignee of record,  of the grace period  expiration  date.  The grace
period is 61 days and will begin on the date this notice is mailed to you.

If the  premium  described  above is not paid  within  the grace  period,  all
insurance,  including benefits provided by rider, terminates,  and a Lapse has
occurred. If the Insured dies during the grace period, the death benefit, less
any due and unpaid Monthly  Deduction(s) and any loan interest due through the
month of death, will be paid to the Beneficiary.

If you have paid sufficient  premium for the Guaranteed Death Benefit to apply
the policy may not necessarily  Lapse during the first five Policy Years.  See
the Guaranteed Death Benefit  provision in Section 7 for an explanation of how
much premium must be paid for the benefit to apply.

REINSTATEMENT

If a Lapse of this policy occurs, you may apply for reinstatement  within five
years and before the Maturity Date. We require the following:

      1)    proof of insurability satisfactory to us;
      2)    a written application for reinstatement;
      3)    payment of premium sufficient to pay the Monthly
            Deductions for at least three months beginning with the
            effective date of reinstatement; and
      4)    payment of, or agreement to reinstate, any Indebtedness.

The effective date of the reinstated policy will be the Monthly Anniversary on
or before the approval date of reinstatement.

The Suicide and Incontestability provisions will apply from the effective date
of  reinstatement.  If the policy  has been in force for two years  during the
lifetime of the Insured,  it will be contestable only as to statements made in
the reinstatement  application.  If the policy has been in force for less than
two years, it will be contestable as to statements  made in any  reinstatement
applications as well as the initial application.


                                   Page 20

<PAGE>

 -----------------------------------------------------------------------------
                         Section 13. LOAN PROVISIONS
 -----------------------------------------------------------------------------

LOANS

This  policy may have a cash  value.  After this policy has been in effect one
year, you may take a loan against the cash value using this policy as the sole
security for the loan.  The maximum  amount that you may borrow at any time is
the loan value.  The maximum loan value is 85% of the cash value  available to
you  assuming a full  surrender  of the policy.  You may request a loan at any
time by Notice To Us or telephone request.

The  portion  of the cash  value  equaling  the  amount  of the  loan  will be
withdrawn from the Account(s) and transferred to the Company's general account
consisting of all its other assets and liabilities.

LOAN ALLOCATION

You may allocate how an amount equal to the amount of the loan should be
withdrawn from the current value of the Account(s). If no allocation is
specified, the value in the amount of the loan will be withdrawn from the
Account(s) in the same proportion as each Account's value has to the total
policy cash surrender value. Values will be determined as of the Date Of
Receipt of the loan request.

LOAN INTEREST

You are charged interest on the loan at a maximum annual rate of 6% payable in
advance.  We have the option of charging  less. For policies that have been in
effect more than 10 Policy Years and if the Insured is 55 or older,  we charge
a preferred  loan  interest  rate of 4.5%. We have the option of charging less
for a preferred  loan.  The entire amount of interest on your loan balance for
each Policy Year is payable in advance at the  commencement of the loan and at
the beginning of each Policy Year thereafter. We will automatically deduct the
interest from your  Account(s)  in the same  proportion as the loan amount was
withdrawn  from  the  Account(s).  If  there  is  insufficient  value  in your
Account(s)  to pay the  interest  in  advance,  we will add the  amount of any
unpaid  interest  to the amount of the loan,  and will charge the same rate of
interest.

Because interest is paid in advance,  loan repayments during a Policy year may
result in an  overpayment  of  interest.  We will  credit any  overpayment  of
interest to you on the date of any loan repayment.

LOAN REPAYMENT

A loan may be repaid in full or in part at any time before the Insured's death
and  while  the  policy  is in  effect.  If not  repaid,  we will  deduct  the
Indebtedness  from the death  benefit,  the  benefit  at  maturity,  or a full
surrender.  Loans and unpaid loan  interest in existence at the end of a grace
period may not be paid until the  policy is  reinstated.  You may direct how a
loan  repayment  should be allocated  among each Account.  If no allocation is
specified,  the loan repayment will be allocated to the Account(s) in the same
proportion as Net Premium Payments are being allocated to the Account(s).

EFFECT OF LOAN

A loan will  reduce the value of the  Account(s)  from  which it is  deducted.
Thus,  the amount  loaned will not share in the  investment  experience of the
Account(s).  The unpaid amount of the loan and any accrued interest  withdrawn
from you Account(s) will however earn interest and will be credited on a daily
basis with an effective annual rate of 4%. A loan, whether repaid or not, will
have a permanent effect on the cash value of the policy.


                                   Page 21

<PAGE>

 -----------------------------------------------------------------------------
                        Section 14. SETTLEMENT OPTIONS
 -----------------------------------------------------------------------------

Instead of having the death benefit paid immediately to the  Beneficiary(s) in
one lump sum,  you may choose  another  form of payment for all or part of the
death  benefit.  If you do not arrange for this before the Insured  dies,  the
Beneficiary will have this right after the Insured dies.  Arrangements made by
you before the Insured's death, however,  cannot be changed by the Beneficiary
after the Insured's death. The options are:

      1)    INTEREST ONLY OPTION: The principal amount may be left on
            deposit with us for a mutually determined period not to
            exceed 30 years. Interest payments will be paid at
            mutually determined regular intervals. The principal
            amount will earn interest at a minimum rate of 3%
            compounded annually. At the end of the final period, the
            principal amount will be paid.

      2)    INSTALLMENT OPTIONS:

            A.    FIXED PERIOD: The principal amount plus interest
                  will be paid in equal or unequal installments for a
                  specified number of years (not more than 30). The
                  installments will not be less than those shown in
                  the Table of Guaranteed Payments. (See Section 15.)

            B.    FIXED AMOUNT: The principal amount plus interest
                  will be paid in equal or unequal installments, as
                  mutually agreed upon until the amount applied,
                  together with interest on the unpaid balance, has
                  been paid in full.

      3)    OTHER: We will apply the sum under any other option
            requested that we make available at the time of the
            Insured's death.

The Beneficiary may designate a successor payee as to any amount that we would
otherwise pay to the Beneficiary's estate.

Any  arrangements  involving  more than one of the  options,  or  involving  a
Beneficiary who is not a natural person (for example, a corporation) or who is
a fiduciary (for example, a trustee), must have our approval. Also, details of
all  arrangements  will be  subject  to our rules at the time the  arrangement
takes effect.

Amounts  applied  under  these  options  will not be  subject to the claims of
creditors or to legal process, to the extent permitted by law.


                                   Page 22

<PAGE>

 -----------------------------------------------------------------------------
                   Section 15. TABLE OF GUARANTEED PAYMENTS
 -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
              (MINIMUM LEVEL AMOUNT FOR EACH $1,000 OF PROCEEDS)

       Years    Monthly Payment      Years    Monthly Payment

<S>      <C>        <C>                <C>        <C>
         1          84.47              16         6.53
         2          42.86              17         6.23
         3          28.99              18         5.96
         4          22.06              19         5.73
         5          17.91              20         5.51
         6          15.14              21         5.32
         7          13.16              22         5.15
         8          11.68              23         4.99
         9          10.53              24         4.84
         10         9.61               25         4.71
         11         8.86               26         4.59
         12         8.24               27         4.47
         13         7.71               28         4.37
         14         7.26               29         4.27
         15         6.87               30         4.18
</TABLE>


                                   Page 23

<PAGE>

                                 [USAA Logo]

                         USAA LIFE INSURANCE COMPANY
                              9800 Fredericksburg
                          Road San Antonio, TX 78288

THE DEATH BENEFIT OF THIS POLICY MAY BE VARIABLE AS TO THE AMOUNT OR DURATION,
OR BOTH,  DEPENDING UPON THE DEATH BENEFIT OPTION  SELECTED AND THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT, BUT SHALL NEVER BE LESS THAN THE SPECIFIED
AMOUNT SUBJECT TO ANY POLICY  INDEBTEDNESS  AND PARTIAL  SURRENDERS AS LONG AS
THERE IS SUFFICIENT CASH VALUE TO KEEP THE POLICY IN EFFECT.  See Sections 8 &
9.

THE CASH VALUE OF THIS POLICY  WILL VARY FROM DAY TO DAY.  IT MAY  INCREASE OR
DECREASE DEPENDING ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. IT IS
NOT GUARANTEED AS TO DOLLAR AMOUNT.

VARIABLE UNIVERSAL LIFE INSURANCE PLAN

FLEXIBLE PREMIUMS PAYABLE DURING LIFETIME OF INSURED UNTIL MATURITY DATE.

VARIABLE DEATH BENEFIT  PAYABLE PRIOR TO MATURITY DATE.  CASH VALUE PAYABLE ON
MATURITY DATE.

INVESTMENT EXPERIENCE REFLECTED IN BENEFITS.

NON-PARTICIPATING POLICY.


                                   Page 24

<PAGE>

                          USAA LIFE INSURANCE COMPANY
                ACCELARATED BENEFIT FOR TERMINAL ILLNESS RIDER

 -----------------------------------------------------------------------------
                                RIDER AGREEMENT
 -----------------------------------------------------------------------------

THE BENEFIT

The  Company  will make an  accelerated  benefit  payment  to the Owner of the
policy  prior to the  Maturity  Date upon receipt of proof that the Insured is
terminally ill as defined below. The accelerated  benefit payment plus accrued
interest  and  unpaid  premium  will be treated  as a lien  against  the Death
Benefit and will reduce the amount payable to the beneficiary at the Insured's
death. The maximum accelerated benefit payment that will be made is the lesser
amount of (1) one half of the  current  Death  Benefit,  excluding  additional
benefits  payable  under  rider,  or (2)  $250,000  under  all life  insurance
insuring  the life of the insured  issued by the  Company and its  affiliates.
Before this  benefit is paid to the Owner an amount  equal to any  outstanding
loan and unpaid  interest will be deducted from the benefit amount and applied
to pay the  Company.  We must  receive a written  request  by the Owner for an
accelerated benefit payment.

PROOF OF TERMINAL ILLNESS

A terminal  illness is an illness which is expected to result in the Insured's
death  within 12 months from the Owner's  request for early  payment.  We will
require the Owner to provide the certification of a licensed physician, who is
not the  Owner,  Insured  or a  member  of  either's  family,  describing  the
Insured's  health  condition and stating that the Insured's life expectancy is
12 months or less.  We  reserve  the right to obtain a second  opinion  at our
expense.

GENERAL PROVISION

The terms and conditions of the policy apply to this rider. Where the terms or
conditions of the policy are inconsistent  with those of this rider, the rider
prevails.  This rider is  non-participating,  does not share in the  Company's
profits or surplus earnings, and has no cash value.

TERMINATION

This rider will terminate upon the policy's termination.

This  rider is issued  and  attached  to the  policy  by USAA  Life  Insurance
Company, San Antonio, Texas.

Effective Date of this rider if other than effective date of policy: ________.


                                                 ___________________________
                                                 Edwin L. Rosane - President

<PAGE>

                         USAA LIFE INSURANCE COMPANY

                        ACCIDENTAL DEATH BENEFIT RIDER

 -----------------------------------------------------------------------------
                               RIDER AGREEMENT
 -----------------------------------------------------------------------------

USAA  LIFE  INSURANCE  COMPANY,  for  consideration  received,  shall  pay the
applicable accidental death benefit, subject to the conditions and limitations
below.  This rider is issued in consideration of the application for the rider
and the future payment of the additional cost of insurance for this rider. The
application is attached to and made part of this rider.

 -----------------------------------------------------------------------------
                        RIDER BENEFITS AND EXCLUSIONS
 -----------------------------------------------------------------------------

ACCIDENTAL DEATH BENEFIT

The amount of accidental death benefit is the amount selected by the applicant
and  approved  by the  Company.  The  company  will  pay  this  amount  to the
beneficiary upon receipt of due proof that:

      1.    The death of the Insured resulted directly and
            independently of all other causes from bodily injury
            effected solely through external, violent, and accidental
            means as evidenced by a visible contusion or wound on the
            exterior of the body (except in case of drowning or
            internal injuries revealed by an autopsy); and
      2.    Death occurred within 90 days of such injury; and
      3.    Death occurred while the policy and this rider were in
            force; and
      4.    Coverage was not excluded under the "Exceptions and
            Exclusions" provision below.

BENEFICIARY

Unless otherwise directed in writing this benefit will be paid:

      1.    To the beneficiary under the policy; and
      2.    In the same manner as the proceeds of the policy.

EXCEPTIONS AND EXCLUSIONS

This accidental  death benefit will not be paid if the Insured's death results
directly or  indirectly  from, or is  contributed  to, by any of the following
causes:

      1.    Intentionally self-inflicted injury or suicide, while sane
            or insane; or
      2.    Bodily or mental infirmity, illness or disease, or medical
            or surgical treatment therefor; or
      3.    Any infection not occurring as a direct consequence of an
            accidental bodily injury; or
      4.    War (declared or not), or any act or incident thereto,
            while the Insured is in the armed forces; or
      5.    Participation in or commission of a felony or an assault;
            or
      6.    Participation in a riot; or
      7.    The unprescribed use of drugs or narcotics; or
      8.    Travel or flight in or descent from or with any aircraft
            UNLESS the Insured is a passenger with no flight duties;
            or
      9.    Travel or flight in or descent from or with any spacecraft
            or space vehicle of any type.


<PAGE>

 -----------------------------------------------------------------------------
                              GENERAL PROVISIONS
 -----------------------------------------------------------------------------

COST OF INSURANCE

The cost of  insurance  for this rider is in addition to the cost of insurance
for the  policy and is due on the same date.  The cost of  insurance  for this
rider will be payable until the Expiration Date of this rider unless the death
of the Insured occurs prior to that time. In such event, no further payment is
due.

REINSTATEMENT

This rider may be reinstated under the same terms and conditions as the policy
to which it is  attached.  The insured must be living on the date the rider is
reinstated.

WAIVER OF MONTHLY DEDUCTION

If the  policy  provides  for the Waiver of Monthly  Deduction  benefit,  such
benefit will also apply to this rider. Otherwise, no such benefit exists under
this rider.

POLICY PROVISIONS

This rider is attached to and is part of the policy.  The terms and conditions
of the  policy  apply to this  rider.  Where  such  terms and  conditions  are
inconsistent, the rider prevails with respect to rider benefits.
The policy, any riders, and the application(s) form the entire contract.

INCONTESTABILITY

The Company will not contest this rider for any reason,  other than nonpayment
of the cost  therefor or fraud after it has been in force for two years during
the  lifetime of the Insured.  For any increase in coverage  under this rider,
such two-year period begins on the Effective Date of the increase.

MISSTATEMENT OF AGE

If the age of the Insured was not correctly stated when this rider was issued,
the  Company  will adjust the  benefits  to the correct  amount at the time of
death of the  insured.  This  means  that the  benefits  of this rider will be
changed to that which the premium would have purchased at the correct age.

CHANGE IN COVERAGE

Anytime after the Effective  Date of this rider,  the amount of the accidental
death  benefit  may be changed.  Any change  will be subject to the  following
conditions:

      1.    A written request must be submitted to the Company;
      2.    The new amount may not exceed the current death benefit of
            the policy; and
      3.    For any increase, an application and evidence of
            insurability satisfactory to the Company must be
            submitted.

DIVIDENDS

This rider will not share in any of the Company's profits or surplus earnings.

VALUES

This rider has no cash value, surrender value, or loan value.


                                      2

<PAGE>

AUTOPSY

Unless prohibited by law, the Company shall have the right to examine the body
and make an autopsy at the Company's expense.

 -----------------------------------------------------------------------------
                             TERMINATION OF RIDER
 -----------------------------------------------------------------------------

This rider will terminate on the earliest of:

      1.    The policy anniversary date after the Insured's 65th
            birthday; or
      2.    The rider's Monthly Anniversary date after a written
            request for termination is received by the Company; or
      3.    The date the policy otherwise terminates.

 -----------------------------------------------------------------------------
                                EFFECTIVE DATE
 -----------------------------------------------------------------------------

The Effective Date of this rider will be:

      1.    The Effective Date of the policy, unless a later date is
            shown below; or
      2.    The date of any approved increase in the accidental death
            benefit amount; or
      3.    The Monthly Anniversary date after written request to
            decrease benefits is received by the Company.

This  rider is issued  and  attached  to the  policy  by USAA  Life  Insurance
Company, San Antonio, Texas.

Effective Date of this rider if other than effective date of policy: ________.


                                                 ___________________________
                                                 Edwin L. Rosane - President

                                      3


<PAGE>

                          USAA LIFE INSURANCE COMPANY

                      CHILDREN TERM LIFE INSURANCE RIDER

 -----------------------------------------------------------------------------
                                RIDER AGREEMENT
 -----------------------------------------------------------------------------

USAA LIFE INSURANCE COMPANY,  for consideration  received,  will provide level
term life  insurance  on any  Insured  Child and shall pay the  amount of life
insurance,  subject to the conditions  and  limitations  below.  This rider is
issued in  consideration  of the application and the future  deduction of cost
for this rider.

 -----------------------------------------------------------------------------
                                 DEFINITIONS
 -----------------------------------------------------------------------------

For purposes of this rider, the following definitions apply:

      1.    The Insured is the person insured under the policy to
            which this rider is attached.
      2.    An Insured Child is:
            a.    Any child, stepchild, or legally adopted child of
                  the Insured, provided such individual is listed in
                  the application for this rider, and also provided
                  that the child is under 18 years of age at the time
                  of application;
            b.    Any child subsequently born of the marriage of the
                  Insured, provided the child is born alive;
            c.    Any child subsequently adopted by the Insured,
                  provided the child is under 18 years of age at the
                  time of adoption.
      3.    The Expiration Date is the rider anniversary following the
            Insured's 70th birthday, or the rider anniversary
            following the youngest Insured Child's 25th birthday,
            whichever is earlier.

 -----------------------------------------------------------------------------
                                   BENEFITS
 -----------------------------------------------------------------------------

USAA Life Insurance  Company will provide the following  benefits upon receipt
of due proof that death occurred while this rider is in force.

BENEFIT A. ON DEATH OF AN INSURED CHILD

If any Insured  Child dies  during the first 13 days of life,  we will pay the
sum of $2,000.00. This benefit is not payable for a stillbirth or a fetus that
is aborted.

If an Insured Child dies on the 14th day of life or later, and during the term
of this insurance,  we will pay the Amount of Insurance that has been selected
and approved.

We will pay the benefit to:

      1.    The Insured, if living; otherwise
      2.    The estate of the Insured Child; or
      3.    As otherwise stated in the application.

BENEFIT B. ON DEATH OF INSURED

Upon death of the Insured,  coverage  will continue as paid-up level term life
insurance on any living  Insured Child until the rider  anniversary  following
the child's 25th  birthday.  This paid-up term life insurance may be converted
as provided in this rider.

The paid-up  term life  insurance  provided  under this benefit will have cash
value. If this insurance is surrendered,  we will pay the cash value. The cash
value  is  equal  to  the  Net  Single  Premium  for  the  paid-up  insurance.
Calculations are based on the Commissioner's  1980 Standard Ordinary Mortality


<PAGE>

Table with  interest at 4-1/2% per year.  The cash value of the  paid-up  term
insurance,  on the rider anniversary and 30 days thereafter,  will not be less
than the present value (on the anniversary) of the future benefits provided by
the rider.

 -----------------------------------------------------------------------------
                               TERM OF INSURANCE
 -----------------------------------------------------------------------------

The insurance on an Insured Child will end on the rider anniversary  following
the child's 25th birthday.

 -----------------------------------------------------------------------------
                              PREMIUM PROVISIONS
 -----------------------------------------------------------------------------

COST FOR RIDER

The cost for this rider is in addition  to the cost for the  policy.  The cost
for this rider will be deducted  from the cash value of the policy on the same
dates as the monthly deduction for the policy.  The cost for the rider will be
deducted  until  the  Expiration  Date of the  rider  unless  the death of the
Insured  occurs  prior to that time.  In such event,  no further cost for this
rider is due.

REINSTATEMENT

This rider may be reinstated under the same terms and conditions as the policy
to which it is attached.  All persons to whom the reinstated  coverage applies
must be living on the date the rider is reinstated.

WAIVER OF MONTHLY DEDUCTION

If the policy provides for a Waiver of Monthly Deduction Benefit, it will also
apply to this rider. Otherwise, no such benefit exists under this rider.

 -----------------------------------------------------------------------------
                              GENERAL PROVISIONS
 -----------------------------------------------------------------------------

POLICY PROVISIONS

The terms and conditions of the policy apply to the rider.  Where the terms or
conditions of the policy are  inconsistent  with those of the rider, the rider
prevails.  The  policy,  the rider,  and the  applications(s)  form the entire
contract.

INCONTESTABILITY

The  Company  will not  contest  this  rider  for any  reason  other  than for
non-payment  of the cost for it or  fraud  after it has been in force  for two
years during the lifetime of any child named in the original  application  who
is insured by this rider.

SUICIDE EXCLUSION

If the Insured,  while sane or insane,  commits  suicide  during the first two
years the rider is in force,  the only benefit payable will be an amount equal
to the total  cost for the  rider  deducted  prior to the date of  death.  The
two-year  period begins on the Effective  Date of the rider.  An Insured Child
may immediately apply for conversion.

DIVIDENDS

This  rider is  non-participating  and will not share in any of the  Company's
profits or surplus earnings.

VALUES

This  rider  has no cash  value,  surrender  value,  or loan  value  except as
provided under Benefit B.


                                      2

<PAGE>

 -----------------------------------------------------------------------------
                             CONVERSION PRIVILEGE
 -----------------------------------------------------------------------------

The term  insurance  on the life of any Insured  Child may be converted to any
form of permanent life  insurance that we write.  We will not require proof of
insurability to convert.  The amount of insurance under the new policy must be
at least the  minimum  amount we require  for the plan chosen and may be up to
four times the amount of insurance on an Insured  Child under this Rider.  The
amount of  insurance  may not,  however,  exceed a combined  total of $100,000
under all policies issued by USAA Life Insurance Company pursuant to any rider
conversion privilege.

An  application to convert the term insurance on the life of any Insured Child
may only be made during the 60-day period immediately preceding:

      1.    The rider anniversary following an Insured Child's 25th
            birthday; or
      2.    The rider anniversary following the Insured's 70th
            birthday;

whichever  occurs first.  Application  to convert may be made only within this
60-day period.

The new  policy  will be  issued  in the  same  mortality  risk  class  as the
insurance being converted.  The premium charged will be our published rate for
the person to be insured as of the date of conversion. Only the amount of term
insurance on an Insured Child under this Rider will be converted without proof
of insurability. Any additional insurance benefits requested to be part of the
new policy must be applied for and receive our underwriting approval.

The requirements to convert are:

      1.    Written application from the person to be insured; and
      2.    Payment of the first premium for the new policy.

For conversion to be effective,  we must receive these requirements during the
lifetime of the person to be insured and before the date the  insurance  being
converted will terminate.

 -----------------------------------------------------------------------------
                             TERMINATION OF RIDER
 -----------------------------------------------------------------------------

Except as provided in Benefit B., this rider will  terminate  on the  earliest
of:

      1.    The rider anniversary following the Insured's 70th
            birthday; or
      2.    The rider anniversary following the youngest Insured
            Child's 25th birthday; or
      3.    The expiration of the Grace Period for unpaid cost for
            this rider or the policy; or
      4.    The date the policy is surrendered or otherwise
            terminated.

This  rider is issued  and  attached  to the  policy  by USAA  Life  Insurance
Company, San Antonio, Texas.

Effective Date of this rider if other than effective date of policy:_________.




                                                 ___________________________
                                                 Edwin L. Rosane - President


                                      3

<PAGE>

                          USAA LIFE INSURANCE COMPANY

                         EXTENDED MATURITY DATE RIDER

 -----------------------------------------------------------------------------
                                RIDER AGREEMENT
 -----------------------------------------------------------------------------

The policy is issued to mature on the Monthly  Anniversary,  as defined in the
policy, following the Insured's 100th birthday. Prior to the policy's Maturity
Date the Owner may request an  extension  of the policy's  Maturity  Date.  An
extension of the policy's Maturity Date is subject to the Company's  approval.
If the policy is extended  beyond its  original  Maturity  Date,  the Owner is
responsible for any and all federal income tax consequences.

This rider is attached to and is part of the policy.  The terms and conditions
of the policy apply to this rider except where they are inconsistent with this
rider. Where the terms and conditions are inconsistent, the rider prevails.

The rider is issued and attached to the policy by USAA Life Insurance Company,
San Antonio, Texas.

Effective Date of this rider if other than effective date of policy:_________.


                                                 ___________________________
                                                 Edwin L. Rosane - President


<PAGE>


                         USAA LIFE INSURANCE COMPANY

                RIDER PROVIDING FOR WAIVER OF MONTHLY DEDUCTION
                    IN EVENT OF TOTAL PERMANENT DISABILITY

 -----------------------------------------------------------------------------
                                RIDER AGREEMENT
 -----------------------------------------------------------------------------

USAA LIFE  INSURANCE  COMPANY,  for  consideration  received,  will  waive the
Monthly Deduction for the policy and any attached riders,  as provided.  While
this rider is in force,  we will waive the Monthly  Deduction that becomes due
after the beginning of, and during the continuance of, the total and permanent
disability of the Insured only if the Insured has been totally and permanently
disabled  as defined in this rider for at least six  consecutive  months.  The
amount of any Monthly  Deduction  waived under this rider will not be deducted
from the Death Benefit at the time of settlement of the policy.

 -----------------------------------------------------------------------------
                 DEFINITION OF TOTAL AND PERMANENT DISABILITY
 -----------------------------------------------------------------------------

Total and permanent disability, for purposes of this rider, means:

      1.    That it is due solely to sickness or injury, and begins
            prior to the Insured's attaining age 60; and
      2.    That it is caused by a sickness or injury that first
            manifests itself while this rider is in force; and
      3.    For the first two years, that the Insured is unable to
            perform the substantial duties of his or her occupation
            and is not engaged in any occupation for remuneration or
            profit; and 
      4.    Thereafter, that the Insured is unable to engage for
            remuneration or profit in any occupation for which the
            Insured is or becomes qualified by reason of education,
            training, or experience.

 -----------------------------------------------------------------------------
                           PRESUMPTION OF DISABILITY
 -----------------------------------------------------------------------------

Regardless of any other cause of disability,  the following will be considered
total and permanent disability under the terms of this rider:

      1.    The entire and irrecoverable loss of sight of both eyes;
      2.    The loss by severance of both feet at or above the ankles
            or both hands at or above the wrists; or
      3.    The loss by severance of one entire hand and one entire
            foot, as defined above.

 -----------------------------------------------------------------------------
                          REFUND OF COST OF INSURANCE
 -----------------------------------------------------------------------------

Any Monthly Deduction that is due during total and permanent disability before
the Company's  approval of a claim must be paid when due. Upon approval of the
claim,  the Company will refund the Monthly  Deductions since the inception of
the disability.  In no event will more than two years of Monthly Deductions be
refunded.

 -----------------------------------------------------------------------------
                                  EXCLUSIONS
 -----------------------------------------------------------------------------

No benefit will be provided if total and permanent disability results from:

      1.    Intentionally self-inflicted injury including but not
            limited to the intentional use of illicit drugs; or
      2.    Warfare, declared or undeclared, or any act incident
            thereto, while the Insured is in the military; or
      3.    The Insured's participating in or committing a felony or
            an assault or being incarcerated in a penal institution or
            governmental detention facility; or
      4.    A disability of less than six months' duration.


<PAGE>

 -----------------------------------------------------------------------------
                         NOTICE OF AND PROOF OF CLAIM
 -----------------------------------------------------------------------------

Before any Monthly  Deduction is waived,  notice of claim and due proof of the
total and  permanent  disability  of the Insured must be presented to our Home
Office.  The claim  must be  presented  while the  Insured is living and still
totally and permanently disabled.

A claim under this rider will not be denied  because of failure to comply with
the above if:

      1.    It is shown that it was not reasonably possible to comply;
            and
      2.    Notice and due proof was provided as soon as it was
            reasonably possible.

Before any claim for benefits is approved or  continued,  we reserve the right
to have the Insured  examined at our expense by one or more  physicians of our
choice when and as often as we may reasonably require.

 -----------------------------------------------------------------------------
        PROOF OF CONTINUANCE OF DISABILITY AND RECOVERY FROM DISABILITY
 -----------------------------------------------------------------------------

During  the first two years of total and  permanent  disability,  proof of the
Insured's   continued  total  and  permanent   disability  and  the  Insured's
employment status must be furnished  whenever the Company requests.  After two
years, we will not request such proof more often than once a year. The Company
has the right to  receive  various  records,  including  but not  limited  to:
financial  records  of  the  Insured  such  as  federal  tax  returns,  income
statements,  audit  reports,  payroll  records and other similar  documents to
substantiate a claim.

The Owner and the Insured must cooperate with the Company in the investigation
of a claim. The Company may also request the Insured to submit to an interview
under oath  during  the time of a claim and  require  the  Insured to sign it.
Should  we  decide  to do this,  we will  pay for the  cost of the  interview.
Disability will be considered terminated if:

      1.    Proof of the Insured's continued total and permanent
            disability is not provided; or
      2.    The Insured recovers and is no longer totally and
            permanently disabled; or
      3.    The Insured fails to cooperate in the investigation of his
            or her claim.

If total and  permanent  disability  is  considered  terminated,  all  Monthly
Deductions  that become due thereafter must be paid as provided in the policy.
The Owner must notify the Company within 30 days if the Insured  recovers from
total and  permanent  disability.  The  Company  may cancel  this rider and is
entitled  to the  payment of Monthly  Deductions  that have been  waived if it
determines that the Insured has recovered from total and permanent  disability
and the Company has not been notified as required.

 -----------------------------------------------------------------------------
                          DEATH BENEFIT OPTION CHANGE
 -----------------------------------------------------------------------------

When the Company  approves a claim under this rider, if Death Benefit Option A
is in effect under this policy on the date the  disability  began,  it will be
changed to Death  Benefit  Option B as of the  Monthly  Anniversary  after the
disability  began.  The  Specified  Amount will be equal to the amount of life
insurance at risk to the Company on the date the disability began.

 -----------------------------------------------------------------------------
                           GENERAL RIDER PROVISIONS
 -----------------------------------------------------------------------------

CONSIDERATION

The consideration for issuing this rider is:

      1.    Completion of the application; and


                                       2

<PAGE>

      2.    Payment of the additional cost of insurance for this rider
            as shown on the Policy Information Page of the policy.

The Cost of Insurance for this rider and the period of time it must be paid is
shown on the Policy  Information  Page.  Cost of  Insurance  for this rider is
payable in addition to the cost of insurance  for the policy and is due on the
same date.

Cost of Insurance for this rider stops when the rider terminates. If we accept
a payment for a period of time beyond the termination  date of the rider,  the
rider still  terminates in accordance  with the provision of the rider and any
unearned payment will be refunded.

POLICY PROVISIONS

The terms and conditions of the policy, except the Incontestability provision,
apply to the rider.  However,  where the terms or conditions of the policy are
inconsistent with those of the rider, the terms of the rider prevail.

INCONTESTABILITY

The  Company  will not contest  this rider for any reason  other than fraud or
nonpayment  of  premiums,  after  it has been in force  during  the  Insured's
lifetime for two years with no occurrence  of  disability of the Insured.  The
two-year period begins on the Effective Date of the rider.

NO NON FORFEITURE VALUES

This rider has no loan, cash value, non-forfeiture or guaranteed values.

TERMINATION

This rider will terminate on the earliest of:

      1.    The Monthly Anniversary following the Insured's 60th
            birthday; or
      2.    Expiration of the Grace Period for the policy; or
      3.    The date the policy is surrendered; or
      4.    The next Monthly Anniversary following written request
            from the Owner to terminate the rider; or
      5.    The date the policy otherwise terminates.

The rider is issued and attached to the policy by USAA Life Insurance Company,
San Antonio, Texas.

Effective Date of this rider if other than effective date of policy:_________.



                                                 ___________________________
                                                 Edwin L. Rosane - President


                                      3


                                                             EXHIBIT 1.(10)(a)

                      VARIABLE UNIVERSAL LIFE APPLICATION
                       (Known in some states as Flexible
                            Premium Variable Life)


                              ABOUT THIS BOOKLET

Here's the life insurance application you requested.  Before you begin, please
take a  moment  to read  the  step-by-step  instructions  below.  If you  have
questions  and would like to speak to an Account  Representative,  please call
toll free 1-800-292-8444 (in San Antonio call 456-9050).

1.    This booklet  contains an application for USAA Life Insurance  Company's
      Variable  Universal Life insurance  policy.  Please  complete the entire
      application and sign where  indicated.  If additional space is needed to
      answer any question, please attach an extra sheet of paper.

2.    Use the Guide  opposite the questions as a "road map" to completing  the
      application.

3.    In some cases,  medical  tests will be required.  USAA Life will arrange
      and pay for the tests.

4.    To take  advantage of our Automatic  Payment Plan for premium  payments,
      complete  the  authorization  form  enclosed in your packet and attach a
      check marked "VOID" to the form.

5.    RETURN THIS BOOKLET  INTACT along with any required  premium  payment in
      the enclosed  postage-paid  envelope.  If the insurance  you're applying
      for, plus any other insurance you have with USAA Life, exceeds $500,000,
      do NOT send the premium payment with your application.  We will bill you
      when your application is approved.


                                     USAA
                                     LIFE
                                   INSURANCE
                                COMPANY [LOGO]

                                                                    31345-0198
                                                                    ----------
                                                                        ST


<PAGE>
                   VARIABLE UNIVERSAL LIFE - PART I - GUIDE


1 PROPOSED INSURED

Annual income is NOT required if the applicant is a dependent child.


2 POLICYOWNER

Only the Policyowner can exercise policy rights.  If the Proposed Insured is a
minor,  an adult must be named as the  Policyowner.  If a business is named as
the Policyowner, indicate the name of business.

After the policy is issued, a Business Authorization Form will be sent to you.
If the  Policyowner  is other than the Proposed  Insured,  we recommend that a
Successor  Owner be named in Section  20,  Special  Requests,  under  Personal
Profile Part II. 

Generally, it is advisable to name the Proposed Insured as the Successor Owner
unless  federal  estate tax is a  consideration  OR the Proposed  Insured is a
minor.


3 PAYOR

If the  premiums  for  the  policy  will be paid by  someone  other  than  the
Policyowner, please complete this section.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

VARIABLE UNIVERSAL LIFE ~ PART I ~ APPLICATION


1  PROPOSED INSURED (PLEASE PRINT OR TYPE)
  NAME:  FIRST       MIDDLE        LAST          BIRTH DATE:  MO DAY YR    AGE

  ____________________________________________   ______________________    ____

  BIRTHPLACE  (STATE)  SEX: [ ] M   [ ] F
  SOCIAL SECURITY NUMBER _____________________
  USAA NUMBER (IF ANY) _______________________
  DRIVER'S LICENSE NUMBER AND STATE OF ISSUE  ________________________
  EMPLOYER/SOURCE OF INCOME __________________
  OCCUPATION / DUTIES ________________________
  ANNUAL  INCOME  $___________________________

  MILITARY STATUS:
  [ ] ACTIVE DUTY   [ ] RETIRED      [ ] ACTIVE RESERVE   [ ] INACTIVE RESERVE
  [ ] SEPARATED     [ ] PRECOMMISSIONED        [ ] NONE

  BRANCH OF SERVICE/GOVT AGENCY        MILITARY RANK

  _____________________________        _____________

  RESIDENCE PHONE       EXT.         BUSINESS PHONE        EXT.

  (___)_______________  _______      (___)_______________  _______

  RESIDENCE ADDRESS:  NUMBER & STREET       CITY             STATE         ZIP

  ____________________________________________________________________________

  YEARS THERE

  ______________


  BUSINESS ADDRESS:  NUMBER & STREET        CITY             STATE         ZIP

  ____________________________________________________________________________


  YEARS EMPLOYED

  ______________________


  HAVE YOU OR YOUR SPOUSE EVER BEEN AN OFFICER IN THE U.S. ARMED FORCES?

  [ ]  YES    [ ]  NO

  HAVE EITHER OF YOUR PARENTS OR YOUR SPOUSE'S PARENTS EVER BEEN
  AN OFFICER IN THE U.S. ARMED  FORCES?   [ ] YES  [ ] NO


  2 POLICYOWNER  (COMPLETE ONLY IF THE  POLICYOWNER IS OTHER THAN THE PROPOSED
  INSURED OR IF THE PROPOSED INSURED IS UNDER AGE 15)

  RANK/TITLE            NAME:  FIRST             MIDDLE                 LAST

  ____________________________________________________________________________


  RELATIONSHIP TO INSURED                    SSN/TAX  ID NO.

  ____________________________________________________________________________

  ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP

  ____________________________________________________________________________


  RESIDENCE PHONE       EXT.         BUSINESS PHONE        EXT.

  (___)_______________  _______      (___)_______________  _______


  BIRTH    MO DAY YR
  DATE:    __/__/__         USAA  NUMBER (IF ANY) ____________


POLICY SENT TO POLICYOWNER UNLESS OTHERWISE REQUESTED.[ ] INSURED [ ] OTHER
IF OTHER, PLEASE  COMPLETE THE FOLLOWING:

  NAME:  FIRST                        MIDDLE        LAST

  ____________________________________________________________________________


  ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP

  ____________________________________________________________________________


  YEARS THERE

  _______________


3  PAYOR (COMPLETE ONLY IF PAYOR IS OTHER THAN POLICYOWNER)

  NAME:  FIRST                        MIDDLE        LAST


  ____________________________________________________________________________

  RELATIONSHIP TO INSURED


  ____________________________________________________________________________

  SSN/TAX ID NO.


  ____________________________________________________________________________

  ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP


  ____________________________________________________________________________


  YEARS THERE

  ____________


  RESIDENCE PHONE       EXT.         BUSINESS PHONE        EXT.

  (___)_______________  _______      (___)_______________  _______


  BIRTH    MO DAY YR
  DATE:    __/__/__         USAA  NUMBER (IF ANY) ____________


  PREMIUM NOTICES SENT TO POLICYOWNER UNLESS OTHERWISE REQUESTED.



VULXXXXST  1-98

                                                            TURN TO NEXT PAGE.

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

4     POLICY AMOUNT AND OPTIONAL BENEFITS

SELECT  OPTION-Option  A  and/or  Option  B  are  mentioned  in  the  enclosed
illustration.  Be sure to write in the  SPECIFIED  AMOUNT OF  INSURANCE.  Then
decide  which  OPTIONAL  BENEFITS  you want.  Each of the  options  carries an
additional premium.

WAIVER OF MONTHLY  DEDUCTION  - If you  suffer an  accident  or  illness  that
results in a covered  disability;  this  option  guarantees  that your cost of
insurance  will be paid for you  during  the  period of your  disability.  The
premium for this benefit varies based on the age of the Proposed Insured.

ACCIDENTAL DEATH BENEFIT (ADB) - If you die as a result of a covered accident,
this option will pay your  beneficiary  an  ADDITIONAL  amount  above the face
amount you have  selected  for the  policy.  The  selected  ADB can be up to a
maximum of $200,000, or the face amount of the policy,  whichever is less. The
premium for ADB is $.84 per $1,000 of coverage per year.

CHILD RIDER - An easy way to provide coverage for your child(ren),  this rider
is available  in $1,000  increments  from $2,000 to a maximum of $25,000.  The
cost for this rider is $6 per $1,000 of coverage per year. Premiums remain the
same, regardless of the number of children covered. The Proposed Insured under
the basic  policy must be age 20 through 55 to select the Child Rider  option.
If you select the Child Rider option,  you must complete Sections 13-19 of the
Personal Profile.


5 PREMIUM AMOUNT AND METHOD OF PAYMENT

PREMIUM  AMOUNT - Write in your  Planned  Periodic  Premium  for the amount of
insurance  and Optional  Benefits you selected in Section 4. (See the enclosed
illustration  for the  premiums.)  If you select the  Automatic  Payment Plan,
enclose a check for two  months'  premium.  If you select any other  method of
payment,  enclose one full payment for the payment interval selected.  (Please
make checks payable to USAA Life Insurance Company.)

METHOD OF PAYMENT - Select  the method by which you want to make your  premium
payments.

AUTOMATIC  PAYMENT PLAN.  We suggest that you use our Automatic  Payment Plan.
This is an efficient and economical  monthly  payment  system that  authorizes
USAA Life to  automatically  withdraw your premium payment on the date of your
choice from your bank  account.  Complete  and return the  authorization  form
enclosed in your packet.

MONTHLY GOVERNMENT ALLOTMENT.  If you are eligible,  you may elect to pay your
premiums by Monthly  Government  Allotment.  With this method,  your  contract
premium  amount is  deducted  at the end of the  month in which the  salary is
earned. We'll provide additional instructions after your policy is issued.

DIRECT  BILLING.  If you choose  this  method,  please  also  select a payment
frequency.  You can choose between an annual,  semi-annual or quarterly direct
premium payment plan.

SINGLE  PREMIUM.  Single  Premium  means you have no plans for future  premium
payments.

NOTE: IF THE INSURANCE  YOU'RE  APPLYING FOR, PLUS ANY OTHER INSURANCE YOU NOW
HAVE WITH USAA  LIFE,  EXCEEDS  $500,000,  DO NOT SEND THE  PREMIUM  WITH YOUR
APPLICATION. WE WILL BILL YOU WHEN YOUR APPLICATION IS APPROVED.

1035 EXCHANGE If you intend to cancel an existing policy and transfer the cash
surrender  value to the policy applied for in this  application,  then fill in
the amount of exchange and the company name of the policy. You should complete
a  separate  1035  Exchange  form and send it and your old  policy  with  your
application.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

4     POLICY AMOUNT AND OPTIONAL BENEFITS

PLAN NAME: VARIABLE UNIVERSAL LIFE (KNOWN AS FLEXIBLE PREMIUM VARIABLE LIFE IN
GA, IL, IN, MD, PA, TN, VA, AND DC.) SPECIFIED  AMOUNT OF INSURANCE  ($100,000
MINIMUM) $_______________

 SELECT OPTION
(CHECK ONLY ONE): [ ] OPTION A                 [ ] OPTION B
                      Provides fixed death         Provides fixed
                       benefit protection          insurance protection
                                                   plus your cash
                                                   value as total death benefit


OPTIONAL BENEFITS:  CHECK THE BENEFITS YOU ARE REQUESTING AND
                    FILL IN  AMOUNT IF APPLICABLE.

  [ ] WAIVER OF MONTHLY  DEDUCTION (Not available if Proposed Insured is under
      age 15 or over age 55:  not  available  in New York).
  [ ] ACCIDENTAL  DEATH  BENEFIT (ADB) (Not  available if Proposed  Insured is
      under age 10 or over age 60) $___________ 
  [ ] CHILD RIDER (Only available if Proposed Insured is age 20 through 55 and
      child  is age 17 or  under;  not  available  for  residents  of  Hawaii)
      $____________

  [ ] OTHER _________________________________


5     PREMIUM AMOUNT AND METHOD OF PAYMENT

 INITIAL PREMIUM PAYMENT AMOUNT   $__________
 PLANNED PERIODIC PREMIUMS $_________

 METHOD OF PAYMENT
    (SELECT ONLY ONE)
 
  [ ] AUTOMATIC PAYMENT PLAN (MONTHLY) $ ______________  You must complete and
      return the enclosed  authorization  form with this  application.  Please
      include a voided check from your financial institution.

  [ ]  MONTHLY GOVERNMENT ALLOTMENT $ ______________

  [ ]  DIRECT BILLING $ ______________

       [ ] ANNUALLY        $ ______________
       [ ] SEMI-ANNUALLY   $ ______________
       [ ] QUARTERLY       $ ______________

  [ ]  SINGLE PREMIUM $ ______________

 PLEASE ENCLOSE A CHECK
 FOR THE INITIAL PREMIUM PAYMENT AMOUNT
 WITH YOUR COMPLETED APPLICATION.

  If the  amount  of  insurance  you're  applying  for,  plus any  other  life
  insurance  you  have  with  USAA  Life,  exceeds  $500,000,  do NOT send the
  premium.

  1035 EXCHANGE $____________  FROM

        ________________________
           (NAME OF COMPANY)


VULXXXXST  1-98

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

6     INVESTMENT  ALLOCATION

Provide the desired  percent  allocation  of the initial  premium  payment you
request next to your selected  accounts.  If you are  allocating  your premium
payment to variable  fund accounts  other than the Money Market  Variable Fund
Account,  that portion of your premium  payment will be allocated to the Money
Market Variable Fund Account for a period equal to the FREE LOOK PERIOD stated
in your policy plus five days. At the end of the period,  the premium payments
will be  allocated  as directed in this  application  and as explained in more
detail in the  prospectus.  If you decide to return the policy within the FREE
LOOK PERIOD, USAA Life will refund your money as explained in the policy.


7     INVESTMENT SUITABILITY INFORMATION

These questions are intended to help you determine your Investment  Objectives
and Risk  Tolerance.  This  information  helps us determine the suitability of
this policy for your needs.

Please complete all of this  information to the best of your ability.  Enter a
number  from 1-4 in the space  provided  (with 1 as the  highest)  to rate the
priority  of your  Investment  Objectives  and  Risk  Tolerance.  Below  this,
complete the information based on the Policyowner's income and net worth.


8     TOBACCO USE

  Please answer questions regarding your tobacco use.

  NOTE:  TOBACCO  USE  QUESTION  A SHOULD BE  ANSWERED  "YES" IF THE  PROPOSED
  INSURED  HAS  USED ANY  TOBACCO  PRODUCTS  OR  NICOTINE  SUBSTITUTES  (E.G.,
  NICOTINE PATCH OR GUM) IN THE PAST 12 MONTHS.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>


6     INVESTMENT ALLOCATION

  You may  allocate  your  premium  payment  to as many of the  variable  fund
  accounts as you like, in amounts no smaller than one tenth of a percent,  as
  long as the total equals 100%.

USAA LIFE:

 _____ % Growth & Income
 _____ % World Growth
 _____ % Aggressive Growth
 _____ % Diversified Assets
 _____ % International
 _____ % Income
 _____ % Money Market
 _____ % Alger American Growth
 _____ % Scudder VLIF Capital Growth
 _____ % Bankers Trust Equity 500 Index
 _____ % Bankers Trust Small Cap Index
 _____ % Bankers Trust EAFE (R) Index

 100% TOTAL


7     INVESTMENT SUITABILITY INFORMATION (TO BE COMPLETED BY POLICYOWNER)

  INVESTMENT OBJECTIVES Enter a priority rating from 1-4 (with 1 as highest).

 _____  Long-term gain
 _____  Short-term gain
 _____  Income
 _____  Tax advantaged


RISK TOLERANCE
Check one.

 ______  Aggressive
 ______  Moderate
 ______  Conservative


INVESTMENT TIME HORIZON
[ ] 1-10 years               [ ] 10-20 years   [ ] 20+ years

Annual income from  occupation $_______ 
Annual income from other sources $_______ 
Projected  income for next 12 months  $_______ 
Estimated  net worth  (excluding home) $_______ 
Tax bracket _____ 
List sources of income ________________


8     TOBACCO USE  (PLEASE  LIST  DETAILS  FOR EACH "YES"  ANSWER IN THE SPACE
      PROVIDED BELOW)

A.    Has the Proposed  Insured  smoked one or more  cigarettes in the last 12
      months? [ ] Yes [ ] No

B.    Has the  Proposed  Insured  used any other  form of  tobacco  or tobacco
      surrogate in the last 12 months? [ ]Yes [ ] No

C.    Has the Proposed Insured ever used any form of tobacco? [ ]Yes [ ]No

    TYPE          AVERAGE DAILY USAGE       DATE LAST USED

  ________        ___________________      _______________

    TYPE          AVERAGE DAILY USAGE       DATE LAST USED

  ________        ___________________      _______________


    TYPE          AVERAGE DAILY USAGE       DATE LAST USED

  ________        ___________________      _______________


    TYPE          AVERAGE DAILY USAGE       DATE LAST USED

  ________        ___________________      _______________


                 NOW, COMPLETE THE PERSONAL PROFILE SECTION.


VULXXXXST  1-98

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST


<PAGE>

                      PERSONAL PROFILE - PART I - GUIDE


9     PURPOSE OF INSURANCE

Please  check  the  appropriate  box for  Purpose  of  Insurance.  Purpose  of
Insurance  includes  two  broad  areas  --  personal  and  business.

PERSONAL INSURANCE  INCLUDES:  FAMILY  PROTECTION,  which protects against the
loss of your future  income;  ESTATE  LIQUIDITY,  which  protects  against the
forced  sale of your  estate to pay  estate  taxes;  DEBT  PROTECTION,  to pay
specific debt balances.

BUSINESS INSURANCE INCLUDES:  KEY PERSON,  which protects a business from loss
of  revenue  due to the  death  of a key  person;  BUY/SELL  AGREEMENT,  which
provides  funding to settle a deceased  partner's  business  interest.

IF THE PURPOSE FOR THIS  INSURANCE  IS NOT LISTED,  please  check  "Other" and
indicate the purpose in the space provided.


10    BENEFICIARY DESIGNATION

Please write in the full name and address of each beneficiary.  If you wish to
name a trust as  beneficiary,  please  indicate  whether  it is an  intervivos
(living) trust or a testamentary  trust  established by your will. If it is an
intervivos trust, please include the date it was written,  grantor's name, and
the name and address of the trustee.

PRIMARY  BENEFICIARY  - This is the person,  persons,  or trust to receive the
proceeds from the policy at the insured's death.

CONTINGENT BENEFICIARY - The person, persons, or trust to receive the proceeds
if the primary  beneficiary  does not survive  the  insured.  If more than one
person is named as primary or  contingent  beneficiary,  the proceeds  will be
divided equally unless otherwise directed.

NOTE: WHEN YOU NAME A BENEFICIARY, PLEASE INCLUDE NAME, ADDRESS, RELATIONSHIP,
AND SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER INFORMATION.


11    LIFE  INSURANCE  NOW IN FORCE (OR  APPLIED  FOR ON THE LIFE OF  PROPOSED
      INSURED NAMED IN PART I)

COMPLETE  NAME OF COMPANY - Please  list all  policies  currently  in force or
applied for on the life of the individual to be insured. If none, so indicate.

TYPE OF PLAN AND COVERAGE - Please  indicate  type of plan and  coverage  type
(e.g., personal, business, group) for each policy listed.

ACCIDENTAL  DEATH BENEFIT - If any of these policies have an Accidental  Death
Benefit, fill in the dollar amount.


12    REPLACEMENT

If you are replacing a policy, please provide the following information:. name
of company, amount of policy, effective date of policy, and policy number.

NOTE: IF YOU ARE REPLACING A POLICY THAT HAS SUBSTANTIAL  CASH AVAILABLE,  YOU
MAY BE  CREATING  A TAXABLE  SITUATION.  TAX RULES MAY ALLOW YOU TO DEFER THIS
TAXABLE GAIN WHEN BUYING  ANOTHER  POLICY.  SPECIAL FORMS ARE REQUIRED IN SUCH
SITUATIONS, SO PLEASE CALL FOR ASSISTANCE.

HAWAII RESIDENTS: IF YOU CHECK "YES" FOR REPLACEMENT,  state law requires that
you send your policy to USAA Life Insurance Company for comparison.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

PERSONAL PROFILE ~ PART I


9     PURPOSE OF INSURANCE

[ ] FAMILY PROTECTION                        [ ]  KEY PERSON
[ ] ESTATE LIQUIDITY                         [ ]  BUY/SELL AGREEMENT
[ ] DEBT PROTECTION                          [ ]  OTHER


10    BENEFICIARY  DESIGNATION  (ATTACH  A  SEPARATE  SHEET  IF MORE  SPACE IS
      REQUIRED)

 NAME OF PRIMARY BENEFICIARY(IES):  FIRST         MIDDLE           LAST


 _____________________________________________________________________________

 RELATIONSHIP TO INSURED   BIRTH DATE:    MO DAY YR       SSN / TAX ID NUMBER


 _________________________________________/___/_______________________________

  ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP


  ____________________________________________________________________________


  NAME OF CONTINGENT BENEFICIARY(IES):  FIRST         MIDDLE           LAST


 _____________________________________________________________________________


 RELATIONSHIP TO INSURED   BIRTH DATE:    MO DAY YR       SSN / TAX ID NUMBER


 _________________________________________/___/____________________________

  ADDRESS:  NUMBER & STREET             CITY                     STATE    ZIP


  ____________________________________________________________________________


  IF THERE ARE NO SURVIVING BENEFICIARIES,  THE PROCEEDS ARE PAID TO THE OWNER
  OR,  IF THE OWNER IS  DECEASED,  TO THE  OWNER'S  ESTATE.  IF A  BENEFICIARY
  DESIGNATED IS A TRUST PLEASE PROVIDE THE TRUST NAME,  GRANTOR'S NAME,  TRUST
  DATE, TRUSTEE INFORMATION AND TRUST TAX IDENTIFICATION NUMBER.


11    LIFE  INSURANCE  NOW IN FORCE (OR  APPLIED  FOR ON THE LIFE OF  PROPOSED
      INSURED NAMED IN PART I)

 1.   NAME OF COMPANY    POLICY NUMBER    YR ISSUED    TYPE PLAN


 ___________________________________________________________________


      COVERAGE TYPE   AMOUNT    ACCIDENTAL DEATH BENEFIT


 ___________________________________________________________________

 2.   NAME OF COMPANY    POLICY NUMBER    YR ISSUED    TYPE PLAN


 ___________________________________________________________________


      COVERAGE TYPE   AMOUNT    ACCIDENTAL DEATH BENEFIT


 ___________________________________________________________________

 3.   NAME OF COMPANY    POLICY NUMBER    YR ISSUED    TYPE PLAN


 ___________________________________________________________________


      COVERAGE TYPE   AMOUNT    ACCIDENTAL DEATH BENEFIT


 ___________________________________________________________________


12    REPLACEMENT

  Is this  application  for  insurance  intended to replace or modify any life
  insurance  now  in  force  on  the  life  of  any  Proposed  Insured?  (This
  information is required by state regulations.)  [ ] Yes [ ]No

  IF YES, PLEASE LIST EACH POLICY TO BE REPLACED.



 _____________________________________________________________________________
  COMPANY              AMOUNT               ISSUE DATE          POLICY NUMBER

 _____________________________________________________________________________
  COMPANY              AMOUNT               ISSUE DATE          POLICY NUMBER


                                                             TURN TO NEXT PAGE


VULXXXXST 1-98


USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>


13    CHILD RIDER  (AVAILABLE FOR CHILDREN AGE 17 AND UNDER;  NOT AVAILABLE IN
      HAWAII)

  Complete  this section if you are  requesting  Child Rider  coverage on your
  policy.  Complete  questions  about  children  in  Section  18 of  Part  II,
  Statement of Health.  Family members who are not listed will not be covered.

  NOTE: UNLESS OTHERWISE  DESIGNATED UNDER SECTION 20, SPECIAL  REQUESTS,  THE
  BENEFICIARY FOR THIS INSURANCE WILL BE THE PROPOSED  INSURED UNDER THE BASIC
  POLICY.


14    AVOCATION

  Complete  this section for all persons to be covered  under the basic policy
  and Child  Rider.

  Please  give  details  regarding  the  type of  activity  and  frequency  of
  participation.


15    FOREIGN RESIDENCE / TRAVEL

  Complete  this section for all persons to be covered  under the basic policy
  and Child Rider.

  This question  applies to active duty personnel as well as to civilians.  Do
  not include vacation travel of 30 days or less to Europe, Canada, Mexico, or
  Japan.


16    AVIATION

  Complete  this section for all persons to be covered  under the basic policy
  and Child  Rider. 

  Please give details regarding type of aircraft, FAA certificate type(s), and
  hours flown.

17    DRIVING HISTORY

  Complete  this section for all persons to be covered  under the basic policy
  and Child Rider.

  Please provide details regarding driving history for the past five years.


                                                                    31345-0198
                                                                    ----------
                                                                        ST

<PAGE>

13    CHILD RIDER (ATTACH A SEPARATE SHEET IF MORE SPACE IS REQUIRED)


  IF COVERAGE IS NOT REQUIRED, PROCEED TO THE NEXT QUESTION.

 1. CHILD'S NAME              SEX: [ ]M  [ ]F    BIRTH DATE: MO DAY YR


    _________________________________________________________________

    SOCIAL SECURITY NUMBER     HEIGHT (FT/IN)  WEIGHT (LBS) 


    _________________________________________________________________

    AMOUNT OF LIFE INSURANCE NOW IN FORCE


    _________________________________________________________________

 2. CHILD'S NAME              SEX: [ ]M  [ ]F    BIRTH DATE: MO DAY YR


    _________________________________________________________________

    SOCIAL SECURITY NUMBER     HEIGHT (FT/IN)  WEIGHT (LBS) 


    _________________________________________________________________

    AMOUNT OF LIFE INSURANCE NOW IN FORCE


    _________________________________________________________________


 3. CHILD'S NAME              SEX: [ ]M  [ ]F    BIRTH DATE: MO DAY YR


    _________________________________________________________________

    SOCIAL SECURITY NUMBER     HEIGHT (FT/IN)  WEIGHT (LBS) 


    _________________________________________________________________

    AMOUNT OF LIFE INSURANCE NOW IN FORCE


    _________________________________________________________________


14    AVOCATION

  Has any Proposed  Insured ever  participated in or does any Proposed Insured
  plan to participate  in (within the next 12 months) any of the following:
  [ ] Yes   [ ] No

 IF YES, CHECK ALL THAT APPLY AND PROVIDE DETAILS BELOW.

 [ ] AUTOMOBILE RACING
 [ ] SKYDIVING
 [ ] ROCK OR MOUNTAIN CLIMBING
 [ ] POWERBOAT RACING
 [ ] ULTRALIGHT FLYING
 [ ] MOTORCYCLE RACING
 [ ] HANG GLIDING
 [ ] SCUBA DIVING
 [ ] BALLOONING


 PROPOSED INSURED     AVOCATION      TIMES PER MONTH


 ___________________________________________________


 DETAILS (SPEEDS ATTAINED,  DEPTHS/HEIGHTS REACHED, ETC.)


 ________________________________________________________

 PROPOSED INSURED     AVOCATION      TIMES PER MONTH


 ___________________________________________________


 DETAILS (SPEEDS ATTAINED,  DEPTHS/HEIGHTS REACHED, ETC.)


 ________________________________________________________


15    FOREIGN RESIDENCE / TRAVEL

  Do any of the  Proposed  Insureds  plan to  travel to or reside in a foreign
  country within the next 12 months?  [ ] Yes [ ] No

IF YES, PROVIDE DETAILS AS INDICATED BELOW.


 _____________________________________________________________________________
 PROPOSED INSURED     COUNTRY NAME       PURPOSE OF VISIT       LENGTH OF  STAY


 _____________________________________________________________________________
 PROPOSED INSURED     COUNTRY NAME       PURPOSE OF VISIT       LENGTH OF  STAY


16.   AVIATION

  Has any Proposed Insured ever flown or does any Proposed Insured plan to fly
  in the next 24 months as a pilot, crew member,  student,  or in any capacity
  other than as a passenger? [ ] Yes [ ] No

  IF YES, COMPLETE THE FOLLOWING. 


 ACTIVE DUTY OR RESERVE         BRANCH OF SERVICE        MAJOR COMMAND (AMC,
                                                         ACC, etc.)

 ____________________________________________________________________________

 TYPE(S) OF AIRCRAFT   [ ] PILOT    [ ] CREW MEMBER


 ____________________________________________________________________________


 HOURS FLOWN:  NEXT 12 MOS.      LAST 12 MOS.      13-24 MOS. AGO


 ____________________________________________________________________________

COMMERCIAL


 ____________________________________________________________________________

 TYPE(S) OF AIRCRAFT   [ ] PILOT    [ ] CREW MEMBER


 ____________________________________________________________________________


 HOURS FLOWN:  NEXT 12 MOS.      LAST 12 MOS.      13-24 MOS. AGO


 ____________________________________________________________________________


CIVILIAN PLEASURE


 ____________________________________________________________________________

 TYPE(S) OF AIRCRAFT   [ ] PILOT    [ ] CREW MEMBER


 ____________________________________________________________________________


 HOURS FLOWN:  NEXT 12 MOS.      LAST 12 MOS.      13-24 MOS. AGO


 ____________________________________________________________________________


TOTAL HOURS FLOWN WHILE IN CHARGE OF AN AIRCRAFT: _____ MILITARY _____CIVILIAN

If aviation participation requires a restriction for the base policy, which do
you prefer?
   [ ] Pay additional premium   [ ] Have policy contain an Aviation Exclusion
                                    except when traveling as a passenger

  NOTE:  THE ABOVE  OPTIONS DO NOT APPLY TO THE  ACCIDENTAL DEATH BENEFIT. THE
  AVIATION EXCLUSION FOR THAT BENEFIT CANNOT BE WAIVED.


17    DRIVING HISTORY

  Within the last five years,  has any  Proposed  Insured  been  convicted  of
  Driving While Intoxicated,  Driving Under the Influence,  two or more moving
  violations, or had a driver's license suspended or revoked? [ ] Yes [ ] No

  IF YES, PROVIDE DETAILS AS INDICATED BELOW.

 ____________________________________________________________________________
 PROPOSED INSURED    DATE      VIOLATION TYPE    DETAILS (SPEED, LENGTH OF 
                                                 SUSPENSION/REVOCATION, ETC.)

 ____________________________________________________________________________
 PROPOSED INSURED    DATE      VIOLATION TYPE    DETAILS (SPEED, LENGTH OF 
                                                 SUSPENSION/REVOCATION, ETC.)


                                                            TURN TO NEXT PAGE.

VULXXXXST 1-98

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    31345-0198
                                                                    ----------
                                                                        ST



<PAGE>

                       PERSONAL PROFILE - PART II GUIDE

18    STATEMENT OF HEALTH

Complete this section for all persons to be covered under the basic policy and
Child Rider.

Depending  upon your age, the amount of coverage  for which you are  applying,
and your health  history,  certain  medical tests will need to be performed to
underwrite your insurance.  USAA Life will have a paramedical  service contact
you to schedule the appointment.  

We will pay for  anything  we  request.  If you  would  like to  expedite  the
process, please call your Account Representative.

ATTENTION APO/FPO:
You will not be  contacted  by a  paramedical  service.  If tests or exams are
indicated,  please have a physician  complete the enclosed Medical  Examiner's
Report.


19    MEDICAL DETAILS

Please list details to questions  answered  "YES" in the  Statement of Health.
Attach a separate sheet if more space is required.

<PAGE>

                          PERSONAL PROFILE - PART II

18    STATEMENT OF HEALTH

  (COMPLETE THIS SECTION FOR ALL PROPOSED INSUREDS  INCLUDING ANY PERSON TO BE
  COVERED BY THE CHILD RIDER)


  Give full details of any "YES" answers to questions #3 or #4. Include dates,
  name of Proposed Insured,  name and address of physician  consulted,  reason
  for visit, type of treatment,  and any medication  prescribed in the MEDICAL
  DETAILS section listed below.

1. Height and weight of Proposed Insured.  ___ Feet  ___ Inches    ___ Lbs.

2. Has there been any change in weight during the last 12 months?
  [ ] Yes [ ] No   If yes, indicate gain or  loss. Gain  ___ Lbs.
                                                   Loss  ___ Lbs.

3. Has any Proposed Insured under the basic policy or under the
   Child Rider ever:                                               YES   NO
 A.   Had a life or health insurance application declined,
      postponed, modified or rated?                                [ ]   [ ]
 B.   Had or been treated by a physician or consulted with a
      health advisor for any of the following:
      1. Disorder of eyes, ears, nose or throat?                   [ ]   [ ]
      2. High  blood  pressure,  chest  pain,  heart  attack,
         or other  cardiovascular disorder?                        [ ]   [ ]
      3. Disorder of the kidney, genitourinary tract, or
         reproductive system?                                      [ ]   [ ]
      4. Diabetes, hyperthyroidism, or other endocrine gland
         disorder?                                                 [ ]   [ ]
      5. Ulcers, hepatitis, disorder of pancreas, liver, or
         intestines?                                               [ ]   [ ]
      6. Cancer, tumors, arthritis, disorder of the bones or
         joints, or connective tissue disease?                     [ ]   [ ]
      7. Disorder of the blood, lymph glands, or respiratory
         system?                                                   [ ]   [ ]
      8. Mental, nervous system, or brain disorder?                [ ]   [ ]
      9. Alcoholism or advised to reduce or discontinue the use
         of alcohol for health reasons?                            [ ]   [ ]
 C.   Consulted for any other reason a physician or other
      physical or mental health advisor within the last five
      years?                                                       [ ]   [ ]
 D.   Used marijuana, cocaine, heroin, barbiturates,
      hallucinogens, or amphetamines unless on the advice  of a
      physician?                                                   [ ]   [ ]
 E.   Been diagnosed or treated by a physician for Acquired
      Immune Deficiency Syndrome (AIDS), AIDS-related complex
      (ARC), or AIDS-related condition?                            [ ]   [ ]
 F.   Been diagnosed or treated by a physician for any other
      sexually transmitted disease (other than  AIDS/ARC)?
4. Did mother or father of any Proposed Insured die before age
   60 of cardiovascular disease or cancer?                         [ ]   [ ]


19    MEDICAL DETAILS (ATTACH A SEPARATE SHEET IF MORE SPACE IS REQUIRED)


 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON


 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION


 _____________________________________________________________________________




 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON


 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION


 _____________________________________________________________________________




 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON


 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION


 _____________________________________________________________________________




 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON


 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION


 _____________________________________________________________________________




 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON


 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION


 _____________________________________________________________________________




 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON


 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION


 _____________________________________________________________________________




 QUESTION #          PROPOSED INSURED          VISIT DATE         VISIT REASON


 _____________________________________________________________________________

 DOCTOR'S  NAME/ADDRESS                TREATMENT                  MEDICATION


 _____________________________________________________________________________


20    SPECIAL REQUESTS (WRITE IN ANY SPECIAL INSTRUCTIONS HERE)

 _____________________________________________________________________________

 _____________________________________________________________________________

 _____________________________________________________________________________

          NOW READ AND SIGN AUTHORIZATION IN PART III.  SEE NEXT PAGE.



VULXXXXST  1-98


USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    XXXXX-0198
                                                                    ----------
                                                                        ST

<PAGE>

                           PART III - AUTHORIZATION

  HOME OFFICE ADDITIONS AND CORRECTIONS (DO NOT WRITE IN THIS SPACE)

  No change in age at issue, plan of insurance,  amount, risk  classification,
  or benefits  shall be effective  unless agreed to in writing by the Proposed
  Insured and the Applicant if other than the Proposed Insured.



  TELEPHONE PRIVILEGES

  You may change  premium  payment  allocation,  request  partial  surrenders,
  request  loans,  and request  transfers  between  variable  fund accounts by
  telephone. If you want to decline the right to conduct this type of business
  by telephone, please check this box.

  ____ DECLINE


               CONDITIONS RELATING TO THIS APPLICATION / NOTICES

  The Proposed Insured and the Applicant,  if other than the Proposed Insured,
  represent that all statements and answers  contained in this application are
  complete and true and are offered as consideration for the insurance applied
  for. It is expressly agreed that:

  1. The company is authorized  to amend this  application  by an  appropriate
  notation in the space  designated  HOME OFFICE  ADDITIONS AND CORRECTIONS in
  order to correct any apparent errors or omissions. However, no change in age
  at issue, plan of insurance, amount, risk classification,  or benefits shall
  be effective  unless  agreed to in writing by the  Proposed  Insured and the
  Applicant if other than the Proposed  Insured.  The acceptance of any policy
  issued as a result of this  application  shall  constitute  an acceptance of
  such  amendments as well as the acceptance of the  beneficiary  designation,
  ownership, and method of payment of the proceeds of such policy.

  2. The initial premium payment is held by the Company in its general account
  while your application is being considered. During this time no earnings are
  credited to an Account for you. If your application is accepted, the premium
  will be transferred to the Variable Fund Accounts as provided in the policy.

  3. The company  shall incur no  liability  under this  application  prior to
  delivery of the policy unless and until all conditions  expressed  hereafter
  are met:  

  (a) an amount  equal to the first full premium for the method of payment you
  selected is received by the company, and

  (b)  all  underwriting  requirements,  including  any  medical  examinations
  required by the company's rules, are complete.

  If the  Proposed  Insured is an  acceptable  risk for  insurance  exactly as
  applied  for  without  modification  of plan,  premium  rate,  or  amount of
  insurance under the company's rules and practices,  then the insurance under
  the policy applied for shall become effective on the latest of: the date the
  company receives the application, the date of completion of all underwriting
  requirements,  or any date of issue requested in the application.  If any of
  the above  conditions  are not met, the  liability  of the company  shall be
  limited to the return of the  premium  submitted.  PRIOR TO  DELIVERY OF THE
  POLICY,  THE COMPANY 5 MAXIMUM  LIABILITY UNDER THIS  APPLICATION  SHALL NOT
  EXCEED $200,000, INCLUDING ACCIDENTAL DEATH BENEFIT.


VULXXXXST  1-98

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    XXXXX-0198
                                                                    ----------
                                                                        ST

<PAGE>


                            PART III AUTHORIZATION

I hereby authorize any licensed  physician,  medical  practitioner,  hospital,
clinic, or medically related facility,  insurance company, Medical Information
Bureau, or any other organization, institution, or person that has any records
or knowledge of me or my health or that of any child to be insured, to provide
USAA Life Insurance Company any such information,  including information about
AIDS, HIV, drugs, alcoholism, or mental illness. I further authorize USAA Life
Insurance Company to release any information obtained by this authorization to
its  reinsurers,  to the  Medical  Information  Bureau,  and  other  insurance
companies  with  which I have  policies  or to which I may apply or to which a
claim for benefits may be  submitted,  and to other  persons or  organizations
performing  business or legal  services in connection  with my  application or
claim.  I agree that this  authorization  will remain in force for 2 1/2 years
from its date and that a reproduction shall be as valid as the original.

I authorize the company to obtain an  investigative  consumer  report on me or
any child to be insured and elect the  opportunity to be interviewed if such a
report is prepared.

I have read and understand the above authorization. I also acknowledge receipt
and review of the Notice of Privacy and Disclosure  practices  attached to the
application envelope.

I have  received and read the  prospectus  for this  Variable  Universal  Life
contract including the prospectuses for the underlying Funds. I understand the
objectives  of the  Variable  Universal  Life  accounts  as  explained  in the
prospectus and have determined  that my allocations  are suitable  investments
based upon my needs and  financial  situation.  

I understand  that the premium  payment  value  allocated to the Variable Fund
Accounts may increase or decrease and is not guaranteed as to a dollar amount.


NOTE: The following  certification is required by the Internal Revenue Service
(IRS), and does not affect your insurability.

CERTIFICATION - Under penalties of perjury I certify that:

1.The number shown on this form is my correct taxpayer  identification  number
(or I am waiting for a number to be issued to me), and

2. I am not  subject  to  backup  withholding  either  because I have not been
notified by the  Internal  Revenue  Service  (IRS) that I am subject to backup
withholding as a result of failure to report all interest or dividends, or the
IRS has notified me that I am no longer  subject to backup  withholding  (does
not apply to real estate transactions,  mortgage interest paid the acquisition
or  abandonment  of  secured   contributions   to  an  individual   retirement
arrangement (IRA), and payments other than interest and dividends).

CERTIFICATION  INSTRUCTIONS  - You must  cross  out item (2) above if you have
been notified by the IRS that you are currently subject to backup  withholding
because of  underreporting  interest or dividends on your tax return.  The IRS
does not require your consent to any provision of this document other than the
certifications required to avoid backup withholding.


DATED AT _________________________ THIS ______ DAY OF _________________, 19____
           CITY            STATE


 ____________________________________________
 SIGNATURE OF PROPOSED INSURED OF BASIC POLICY
 (PARENT IF UNDER 15)


 ____________________________________________
 SIGNATURE OF POLICYOWNER IF OTHER THAN
 PROPOSED INSURED


 ____________________________________________
 SIGNATURE OF WITNESS (A NOTARY IS NOT
 REQUIRED)


 USAA LIFE USE ONLY

 ____________________________________________
 SIGNATURE OF AGENT


 ____________________________________________                _____________
 SIGNATURE OF REGISTERED PRINCIPAL                           DATE

VULXXXXST  1-98

USAA LIFE INSURANCE COMPANY
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TEXAS 78288

                                                                    XXXXX-0198
                                                                    ----------
                                                                        ST


<PAGE>

                      THIS PAGE LEFT BLANK INTENTIONALLY


                                                                    19714-0896
                                                                    ----------
                                                                        ST


                                                                     EXHIBIT 7


                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/EDWIN L. ROSANE                      January 20, 1998
 ------------------                      ----------------
 EDWIN L. ROSANE                         Date
 Director


On this 20th day of January 1998,  before me Barbara B. Charo, the undersigned
Notary  Public,  personally  appeared  EDWIN L. ROSANE,  known to me to be the
person  whose  name  is  subscribed  to  the  above  Power  of  Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                           /s/BARBARA B. CHARO
                                           -------------------
                                           Notary Public

[SEAL]

<PAGE>

                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/ROBERT G. DAVIS                      January 29, 1998
 ------------------                      ----------------
 ROBERT G. DAVIS                         Date
 Director


On  this  29th  day of  January  1998,  before  me  Leticia  L.  Casiano,  the
undersigned Notary Public, personally appeared ROBERT G. DAVIS, known to me to
be the person whose name is  subscribed  to the above Power of  Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                                /s/LETICIA L. CASIANO
                                                ---------------------
                                                Notary Public

[SEAL]

<PAGE>

                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/BRADFORD W. RICH                     January 21, 1998
 -------------------                     ----------------
 BRADFORD W. RICH                        Date
 Director


On this 21 day of January 1998,  before me Barbara B. Charo,  the  undersigned
Notary Public,  personally  appeared  BRADFORD W. RICH,  known to me to be the
person  whose  name  is  subscribed  to  the  above  Power  of  Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                           /s/BARBARA B. CHARO
                                           -------------------
                                           Notary Public

[SEAL]

<PAGE>

                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/JOSUE ROBLES, JR.                    January 29, 1998
 --------------------                    ----------------
 JOSUE ROBLES, JR.                       Date
 Director


On this  29th  day of  January  1998,  before  me  Susan  J.  Stoudamire,  the
undersigned Notary Public,  personally appeared JOSUE ROBLES, JR., known to me
to be the person whose name is subscribed to the above Power of Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                                /s/SUSAN B. STOUDAMIRE
                                                ----------------------
                                                Notary Public

[SEAL]


<PAGE>

                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/MICHAEL J.C. ROTH                    January 28, 1998
 --------------------                    ----------------
 MICAHEL J.C. ROTH                       Date
 Director


On  this  28th  day of  January  1998,  before  me  Leticia  L.  Casiano,  the
undersigned Notary Public,  personally appeared MICHAEL J.C. ROTH, known to me
to be the person whose name is subscribed to the above Power of Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                                /s/LETICIA L. CASIANO
                                                ---------------------
                                                Notary Public

[SEAL]


<PAGE>


                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/JANICE E. MARSHALL                   January 29th, 1998
 ---------------------                   ------------------
 JANICE E. MARSHALL                      Date
 Director


On  this  29th  day of  January  1998,  before  me  Leticia  L.  Casiano,  the
undersigned Notary Public, personally appeared JANICE E. MARSHALL, known to me
to be the person whose name is subscribed to the above Power of Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                                /s/LETICIA L. CASIANO
                                                ---------------------
                                                Notary Public

[SEAL]

<PAGE>

                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/ WILLIAM B. TRACY                    January 29, 1998
 --------------------                    ----------------
 WILLIAM B. TRACY                        Date
 Director


On this 29 day of January 1998,  before me Barbara B. Charo,  the  undersigned
Notary Public,  personally  appeared  WILLIAM B. TRACY,  known to me to be the
person  whose  name  is  subscribed  to  the  above  Power  of  Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                                /s/BARBARA B. CHARO
                                                -------------------
                                                Notary Public

[SEAL]

<PAGE>

                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/ DONALD R. WALKER                    January 28, 1998
 --------------------                    ----------------
 DONALD R. WALKER                        Date
 Director


On this  28th  day of  January  1998,  before  me  Susan  J.  Stoudamire,  the
undersigned Notary Public,  personally appeared DONALD R. WALKER,  known to me
to be the person whose name is subscribed to the above Power of Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                                /s/SUSAN J. STOUDAMIRE
                                                ----------------------
                                                Notary Public

[SEAL]

<PAGE>

                         USAA LIFE INSURANCE COMPANY

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

                              POWER OF ATTORNEY


     STATE OF:   TEXAS
     COUNTY OF:  BEXAR

            Know all persons by these presents that the  undersigned  Director
of  USAA  Life  Insurance  Company,   a  Texas  corporation   ("Corporation"),
constitutes and appoints Richard T. Halinski, Jr. and Dwain A. Akins, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities  to sign  registration  statements of The Life  Insurance  Separate
Account of USAA Life  Insurance  Company on Form S-6, or any successor form of
registration statement of the Securities and Exchange Commission,  filed under
the  Securities  Act of 1933,  and any and all  amendments  thereto,  with all
exhibits,  instruments,  and  other  documents  necessary  or  appropriate  in
connection  therewith,  and to file  them  with the  Securities  and  Exchange
Commission or any other regulatory authority as may be necessary or desirable,
hereby  ratifying and confirming all that said  attorney-in-fact  and agent or
his substitute, may lawfully do or cause to be done by virtue hereof.


 /s/ JAMES A. ROBINSON                   January 28, 1998
 ---------------------                   ----------------
 JAMES A. ROBINSON                       Date
 Senior Vice President
 And Treasurer (Principal Financial
 And Accounting Officer)


On this 28th day of January 1998,  before me M.L. Vera Cruz,  the  undersigned
Notary Public,  personally  appeared JAMES A. ROBINSON,  known to me to be the
person  whose  name  is  subscribed  to  the  above  Power  of  Attorney,  and
acknowledged that he executed it.

WITNESS my hand and official seal 

                                                /s/M.L. VERA CRUZ
                                                -----------------
                                                Notary Public
[SEAL]



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