FSL SEPARATE ACCOUNT M
497, 2000-05-11
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                    FIDELITY SECURITY LIFE INSURANCE COMPANY
                             FSL SEPARATE ACCOUNT M
                      FSL FLEXIBLE PREMIUM VARIABLE ANNUITY

This  prospectus  describes the variable  annuity  contract  offered by Fidelity
Security Life Insurance  Company (we, us, our).  This is an individual  deferred
variable  annuity.  The  contract  is offered  as a  non-qualified  annuity,  an
individual  retirement  annuity  (IRA),  as a tax sheltered  annuity  (TSA),  or
pursuant to other qualified  plans.  This contract  provides for accumulation of
contract values and annuity payments on a fixed and variable basis.

The  contract  has a  number  of  investment  choices  (1  fixed  account  and 5
investment  options).  The  fixed  account  is part of our  general  assets  and
provides an investment rate guaranteed by us. The 5 investment options available
are  portfolios  of Investors  Mark Series Fund,  Inc. and Berger  Institutional
Products Trust,  which are listed below.  You can put your money in any of these
options which are offered through our separate account, the FSL Separate Account
M.

INVESTORS MARK SERIES FUND, INC.
         Money Market Portfolio
         Growth & Income Portfolio
         Large Cap Growth Portfolio
         Small Cap Equity Portfolio

BERGER INSTITUTIONAL PRODUCTS TRUST
         Berger/BIAM IPT - International Fund

Please  read this  prospectus  before  investing.  You should keep it for future
reference. It contains important information about the contract.

To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  (SAI) (dated May 1, 2000).  The SAI has been filed with
the  Securities  and  Exchange  Commission  (SEC) and is  legally a part of this
prospectus.  The SEC maintains a Web site (http://www.sec.gov) that contains the
SAI,  material   incorporated  by  reference  and  other  information  regarding
companies  that file  electronically  with the SEC. The Table of Contents of the
SAI is on page 17 of this  prospectus.  For a free  copy of the SAI,  call us at
(800) 648-8624 or write to: Fidelity  Security Life Insurance  Company,  Annuity
Products, 3130 Broadway, Kansas City, MO 64111-2406.

The Contracts:

o        are not bank deposits.

o        are not federally insured.

o        are not endorsed by any bank or governmental agency.

o        are not guaranteed and may be subject to loss of principal.

THE SEC HAS NOT APPROVED THESE  CONTRACTS OR DETERMINED  THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION THAT IT HAS IS A CRIMINAL OFFENSE.


May 1, 2000











                                TABLE OF CONTENTS

INDEX OF SPECIAL TERMS..........................................................
HIGHLIGHTS......................................................................
FSL SEPARATE ACCOUNT M TABLE OF FEES AND EXPENSES...............................
THE COMPANY.....................................................................
THE ANNUITY CONTRACT............................................................
PURCHASE........................................................................
INVESTMENT CHOICES..............................................................
EXPENSES........................................................................
CONTRACT VALUE..................................................................
SURRENDERS......................................................................
DEATH BENEFIT...................................................................
ANNUITY PAYMENTS................................................................
OTHER BENEFITS..................................................................
TAXES...........................................................................
PERFORMANCE.....................................................................
OTHER INFORMATION...............................................................
APPENDIX........................................................................



                             INDEX OF SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the contract,  however,  certain technical words
or terms are  unavoidable.  We have  identified  the  following as some of these
words or terms.  The page  indicated  here is where we believe you will find the
best  explanation for the word or term.  These words and terms are in italics on
the indicated page.

Accumulation Phase..............................................................
Accumulation Unit...............................................................
Annuitant.......................................................................
Annuity Date....................................................................
Annuity Options.................................................................
Annuity Payments................................................................
Annuity Unit....................................................................
Beneficiary.....................................................................
Income Phase....................................................................
Investment Options..............................................................
Non-Qualified...................................................................
Qualified.......................................................................
















- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                   HIGHLIGHTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The variable  annuity  contract that we are offering is a contract  between you,
the owner,  and us, the  insurance  company.  The contract  provides a means for
investing on a tax-deferred basis in our fixed account and 5 investment options.
The contract is intended for retirement  savings or other  long-term  investment
purposes and provides for a death benefit and guaranteed income options.

The  contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.  If you make a withdrawal during the accumulation phase, we may also
assess a surrender  charge of up to 7%. The income  phase  occurs when you begin
receiving regular payments from your contract.

You can choose to receive annuity  payments on a variable basis,  fixed basis or
combination of both. If you choose variable payments, the amount of the variable
annuity  payments will depend upon the investment  performance of the investment
options  you select for the income  phase.  If you choose  fixed  payments,  the
amount of the fixed annuity payments are level for the payout period.

Free Look.  If you cancel the  contract  within 10 days after  receiving  it (or
whatever period is required in your state), we will send your money back without
assessing a surrender  charge.  You will receive whatever your contract is worth
on the day we receive your request.  This may be more or less than your original
payment.  If we are required by law to return your original payment, we will put
your money in the Money  Market  Portfolio  during the  free-look  period plus 5
days.

Tax Penalty.  The  earnings in your  contract are not taxed until you take money
out of your  contract.  If you take  money out during  the  accumulation  phase,
earnings come out first and are taxed as income.  If you are younger than 59 1/2
when you take money out,  you may be charged a 10%  federal tax penalty on those
earnings.  Payments  during the income phase are  considered  partly a return of
your original investment.

Inquiries.  If you need more information, please contact us at:

         Fidelity Security Life Insurance Company
         Annuity Products
         3130 Broadway
         Kansas City, Missouri 64111-2406
         (800) 648-8624





<TABLE>
<CAPTION>
                                     FSL SEPARATE ACCOUNT M TABLE OF FEES AND EXPENSES

OWNER TRANSACTION EXPENSES

Surrender Charge: (as a percentage of purchase payments surrendered) (See Note 2)

                         Number of Complete Years                 Surrender Charge (See Note 3)
                    From Receipt of Purchase Payments              Easy Pay            Lump Sum
                    ---------------------------------              --------            --------
<S>                                 <C>                                <C>                 <C>
                                    0-1                                6%                  7%
                                    1                                  6                   6
                                    2                                  6                   5
                                    3                                  5                   4
                                    4                                  5                   3
                                    5                                  4                   2
                                    6                                  3                   1
                                    7                                  2                   0
                                    8                                  2                   0
                                    9                                  1                   0
                                    10 and thereafter                  0                   0

Transfer Fee: (See Notes 4 & 5)   No charge for the first 12  transfers  in a contract  year during
                                  the accumulation phase; thereafter,  the fee is $50 per transfer.
                                  There is no charge for the 4  allowable  transfers  in a contract
                                  year during the income phase.



SEPARATE ACCOUNT ANNUAL EXPENSES: (as a percentage of the average account value)

Mortality and Expense Risk Fees: (See Note 6)

         Lump Sum          0.90%
         Easy Pay          1.50% (0.90% if contract value exceeds $100,000)*

TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES:

         Lump Sum          0.90%
         Easy Pay          1.50% (0.90% if contract value exceeds $100,000)*

* Once your  contract  value  reaches  $100,000,  it will be assessed  the lower
charge even if the contract value is later reduced by changes in market value or
withdrawals.

INVESTMENT OPTION EXPENSES: (as a percentage of the average daily net assets of an investment option)

                                                                         Other
                                                                        Expenses          Total Operating
                                                    Management       (after expense       Expenses (after
                                                      Fees            reimbursement)    expense reimbursement)
                                                      ----            --------------    ----------------------
Investors Mark Series Fund, Inc. (See Note 7)
         Money Market Portfolio                       .40%                .10%                   .50%
         Growth & Income Portfolio                    .80%                .10%                   .90%
         Large Cap Growth Portfolio                   .80%                .10%                   .90%
         Small Cap Equity Portfolio                   .95%                .10%                  1.05%

Berger Institutional Products Trust (See Note 8)
         Berger/BIAM IPT - International Fund         .00%               1.20%                  1.20%
</TABLE>

EXAMPLES

There  are two sets of  examples  below.  The first set  assumes  your  purchase
payments are Lump Sum payments or that your contract value exceeds $100,000. The
second set assumes that you are only making Easy Pay  purchase  payments to your
contract and that your contract value does not exceed $100,000.

These  examples  are  designed  to help  you to  understand  the  expenses  in a
contract.  You should not consider  these to represent  the actual  expenses you
would pay. The actual expenses may be greater or less than those shown.

o    This first set of examples  assumes you  invested  $1,000 in a contract and
     allocated all of it to an  investment  option which earned 5% each year. It
     also assumes that your purchase payments are Lump Sum payments or that your
     contract  value  exceeded  $100,000.  All the expenses of the options shown
     above are  assumed  to apply.  Under  these  assumptions  you would pay the
     following:

     a)   Upon surrender at the end of each time period;
     b)   If the contract is not surrendered or if you begin the income phase.

<TABLE>
<CAPTION>
                                                                     Time Periods
                                                                 1 Year          3 Years
                                                                 -----------------------
         Investors Mark Series Fund, Inc.
<S>                                                                 <C>           <C>
                  Money Market Portfolio                       a)   $84.00        $95.70
                                                               b)    14.00         45.70
                  Growth & Income Portfolio                    a)    88.00        108.53
                                                               b)    18.00         58.53
                  Large Cap Growth Portfolio                   a)    88.00        108.53
                                                               b)    18.00         58.53
                  Small Cap Equity Portfolio                   a)    89.50        113.31
                                                               b)    19.50         63.31

         Berger Institutional Products Trust
                  Berger/BIAM IPT - International Fund         a)    91.00        118.08
                                                               b)    21.00         68.08

o    This  second set of  examples  assumes  that you are only  making  Easy Pay
     purchase  payments to your contract and that your  contract  value does not
     exceed $100,000. All the expenses of the investment options shown above are
     assumed to apply. Under these assumptions you would pay the following:

     a)   Upon surrender at the end of each time period;
     b)   If the contract is not surrendered or if you begin the income phase.

                                                                       Time Periods
                                                                   1 Year        3 Years
                                                                   ------        -------

         Investors Mark Series Fund, Inc.
                  Money Market Portfolio                       a)   $80.00       $124.90
                                                               b)    20.00         64.90
                  Growth & Income Portfolio                    a)    84.00        137.58
                                                               b)    24.00         77.58
                  Large Cap Growth Portfolio                   a)    84.00        137.58
                                                               b)    24.00         77.58
                  Small Cap Equity Portfolio                   a)    85.50        142.31
                                                               b)    25.50         82.31
         Berger Institutional Products Trust
                  Berger/BIAM IPT - International Fund         a)    87.00        147.03
                                                               b)    27.00         87.03

</TABLE>


NOTES TO TABLE OF FEES AND EXPENSES AND EXAMPLES

1.   The  purpose  of the  Table  of  Fees  and  Expenses  is to  assist  you in
     understanding  the various costs and expenses that you will incur  directly
     or indirectly.  The Table reflects expenses of the separate account as well
     as the investment options.

2.   The contract provides for several  circumstances  under which we will waive
     or reduce the surrender charge.

3.   You can purchase a contract and add to it by making  payments in one of two
     ways:

o    Lump Sum payments - any payment of $5,000 or more; or o Easy Pay payments -
     any payment of $50 or more but lower than $5,000.

4.   We charge $50 per transfer during the accumulation  phase for any transfers
     after 12 in any contract year.

5.   When you  transfer  contract  values from one of our annuity  contracts  to
     another,   we  assess  an  internal  transfer  fee  of  2%  of  the  amount
     transferred.

6.   The contract refers to a Product Expense Charge.  This charge is equivalent
     to  the  aggregate  charges  that  until  recently  were  referred  to as a
     Mortality  and  Expense  Risk Charge and an  Administrative  Charge by many
     companies issuing variable annuity contracts. Throughout this prospectus we
     will refer to this charge as a Product Expense Charge.

7.   Investors Mark Advisors,  Inc. has voluntarily agreed to reimburse expenses
     for each portfolio of Investors  Mark Series Fund,  Inc. for the year ended
     December 31, 1999 and will continue this  arrangement  until April 30, 2001
     so that the annual expenses do not exceed the amounts set forth above under
     "Total  Operating  Expenses"  for  each  portfolio.   Absent  such  expense
     reimbursement,  the Total Annual  Expenses for the year ended  December 31,
     1999 were:  2.72% for the Money Market  Portfolio;  2.53% for the Small Cap
     Equity Portfolio;  1.49% for the Large Cap Growth Portfolio;  and 1.67% for
     the Growth and Income Portfolio.

8.   BBOI  Worldwide  LLC has  voluntarily  agreed to waive its advisory fee and
     expects to voluntarily  reimburse the Berger/BIAM IPT - International  Fund
     for additional expenses to the extent that normal operating expenses in any
     fiscal  year,   including  the  management  fee  but  excluding   brokerage
     commissions, interest, taxes and extraordinary expenses, of the fund exceed
     1.20%  of  the  fund's  average  daily  net  assets.  If  such  an  expense
     reimbursement  plan and fee  waiver  were not in place  for the year  ended
     December 31, 1999,  the  management  fee for the fund was 90% and the total
     annual expenses were 2.45%.

9.   Premium  taxes are not reflected in the examples and may apply in the state
     where you live.

THERE IS AN ACCUMULATION UNIT VALUE HISTORY  (CONDENSED  FINANCIAL  INFORMATION)
CONTAINED IN THE APPENDIX TO THIS PROSPECTUS.



THE COMPANY

Fidelity Security Life Insurance Company,  3130 Broadway,  Kansas City, Missouri
64111-2406,  is a stock life insurance company. We were originally  incorporated
on January 17, 1969, as a Missouri  Corporation.  We are principally  engaged in
the sale of life  insurance  and  annuities.  We are licensed in the District of
Columbia  and all  states  except  New  York,  where we are only  admitted  as a
reinsurer. Fidelity Security Life Insurance Company is majority owned by Richard
F. Jones (an individual).

THE ANNUITY CONTRACT

This Prospectus describes the variable annuity contract that we are offering.

An annuity is a contract between you, the owner, and us, the insurance  company,
where  we  promise  to pay  you an  income,  in the  form of  annuity  payments,
beginning  on a  designated  date in the  future.  Until  you  decide  to  begin
receiving annuity payments,  your annuity is in the accumulation phase. Once you
begin receiving annuity payments, your contract enters the income phase.

The contract  benefits  from tax deferral.  Tax deferral  means that you are not
taxed on earnings or  appreciation on the assets in your contract until you take
money out of your contract.

The  contract  is called a variable  annuity  because  you can choose  among the
investment options,  and depending upon market conditions,  you can make or lose
money in any of these options. If you select the variable annuity portion of the
contract, the amount of money you are able to accumulate in your contract during
the accumulation phase depends upon the investment performance of the investment
option(s) you select as well as the interest we credit to the fixed account.

You can choose to receive annuity payments on a variable basis, fixed basis or a
combination of both. If you choose variable payments,  the amount of the annuity
payments  you  receive  will  depend  upon  the  investment  performance  of the
investment  option(s) you select for the income phase.  If you select to receive
payments on a fixed basis, the payments you receive will remain level.


PURCHASE

PURCHASE PAYMENTS

A purchase  payment is the money you give us to buy the  contract.  You can make
payments in two ways:

o        as Lump Sum payments; or
o        as Easy Pay payments.

A Lump Sum  payment is any  payment  of $5,000 or more.  Easy Pay  payments  are
designed to give you the opportunity to make regular  payments to your contract.
The minimum Easy Pay payment,  whether for your initial  payment or a subsequent
payment,  we will accept is $50. The maximum  total of all purchase  payments we
will accept for the contract without our prior consent is $500,000.

ALLOCATION OF PURCHASE PAYMENTS

When you  purchase a  contract,  you  choose  how we will  apply  your  purchase
payments among the investment options. If you make additional purchase payments,
we will allocate them in the same way as your first purchase payment, unless you
tell us otherwise.

Free Look. If you change your mind about owning this contract, you can cancel it
within 10 days after receiving it (or the period  required in your state,  which
is shown on page 1 of your  contract).  When you cancel the contract within this
time  period,  we will not assess a  surrender  charge.  You will  receive  back
whatever your  contract is worth on the day we receive your request.  In certain
states,  or if you have  purchased the contract as an IRA, we may be required to
give you back your purchase payment if you decide to cancel your contract within
10 days after  receiving it (or whatever  period is required in your state).  If
that is the  case,  we will  put  your  purchase  payment  in the  Money  Market
Portfolio  for 15 days before we  allocate  your first  purchase  payment to the
investment  option(s)  you have  selected.  (In some  states,  the period may be
longer.) If we do allocate your purchase  payment to the Money Market  Portfolio
and you  exercise  your free look  right,  we will  return  the  greater of your
contract value or your purchase payments.

Once we receive your  purchase  payment and the necessary  information,  we will
issue your contract and allocate your first purchase payment within two business
days. If you do not give us all of the  information we need, we will contact you
to get it. If for some reason we are unable to complete this process within five
business  days,  we will either send back your money or get your  permission  to
keep it until we get all of the necessary information.  If you add more money to
your  contract by making  additional  purchase  payments,  we will credit  those
amounts to your  contract  within one business day. Our business day closes when
the New York Stock Exchange closes, usually 4:00 p.m. Eastern time.

INVESTMENT CHOICES

The contract offers you the choice of allocating  purchase payments to our fixed
account or to one or more of the  investment  options  which are  listed  below.
Additional investment options may be available in the future.

You should read the  prospectuses  for these funds carefully  before  investing.
Copies of these prospectuses are attached to this prospectus. Certain investment
options  contained  in the fund  prospectuses  may not be  available  with  your
contract.

INVESTORS MARK SERIES FUND, INC.

Investors  Mark Series Fund,  Inc. is managed by Investors  Mark  Advisors,  LLC
(Adviser).  Investors  Mark Series  Fund,  Inc.  is a mutual fund with  multiple
portfolios, four of which are available under the contract. Each portfolio has a
different investment objective.  The Adviser has engaged sub-advisers to provide
investment advice for the individual  portfolios.  The following  portfolios are
available under the contract:

o    Money Market Portfolio - Standish, Ayer & Wood, Inc. is the sub-advisor.

o    Growth & Income Portfolio - Lord, Abbett & Co. is the sub-adviser.

o    Large Cap  Growth  Portfolio  - Stein Roe &  Farnham,  Incorporated  is the
     sub-adviser.

o    Small Cap  Equity  Portfolio  - Stein Roe &  Farnham,  Incorporated  is the
     sub-adviser.

BERGER INSTITUTIONAL PRODUCTS TRUST

Berger  Institutional  Products Trust is a mutual fund with multiple portfolios,
of which only one is available under the contract.  That portfolio is managed by
BBOI Worldwide LLC, a joint venture between Berger LLC and Bank of Ireland Asset
Management  (U.S.)  Limited  (BIAM).  BBOI  Worldwide  LLC has retained  BIAM as
sub-adviser. Berger LLC and BIAM have entered into an agreement to dissolve BBOI
Worldwide LLC. The  dissolution of BBOI Worldwide LLC will have no effect on the
investment  advisory services provided to the fund.  Contingent upon shareholder
approval,  when BBOI  Worldwide  LLC is  dissolved,  Berger LLC will  become the
fund's  advisor  and  BIAM  will  continue  to  be  responsible  for  day-to-day
management of the fund's portfolio as sub-advisor.  If approved by shareholders,
these  advisory  changes  are  expected  to take place in the first half of this
year. The available portfolio under the contract is:

o        Berger/BIAM IPT - International Fund

The investment  objectives and policies of certain of the investment options are
similar to the  investment  objectives  and  policies of other mutual funds that
certain of the investment advisors manage.  Although the objectives and policies
may be similar,  the investment  results of the investment options may be higher
or lower than the results of such other mutual funds.  The  investment  advisors
cannot guarantee,  and make no  representation,  that the investment  results of
similar funds will be  comparable  even though the  investment  options have the
same investment advisors.

An investment option's  performance may be affected by risks specific to certain
types  of  investments,  such as  foreign  securities,  derivative  investments,
non-investment  grade  debt  securities,  initial  public  offerings  (IPOs)  or
companies  with  relatively  small  market   capitalizations.   IPOs  and  other
investment  techniques may have a magnified  performance impact on an investment
option with a small asset base. An investment option may not experience  similar
performance as its assets grow.

Shares of the  investment  options  may be offered in  connection  with  certain
variable annuity contracts and variable life insurance  policies of various life
insurance  companies  which  may  or may  not be  affiliated  with  us.  Certain
investment  options may also be sold directly to qualified plans. The investment
options  believe  that  offering  their  shares  in  this  manner  will  not  be
disadvantageous to you.

We may enter into  certain  arrangements  under which we are  reimbursed  by the
investment   options'   advisors,   distributors   and/or   affiliates  for  the
administrative services which we provide to the options.

FIXED ACCOUNT

During the accumulation  phase, you may allocate  purchase payments and contract
values to our fixed  account.  The fixed  account forms a portion of our general
account.  At our  discretion,  we may,  from  time to time,  declare  an  excess
interest rate for the fixed account.

GENERAL ACCOUNT

During the income phase,  you can select to have your annuity  payments paid out
of our  general  account.  We  guarantee  a  specified  interest  rate  used  in
determining  the payments.  If you choose this option,  the payments you receive
will remain level. This option is only available during the income phase.

TRANSFERS

You can make  transfers  as described  below.  We have the right to terminate or
modify these transfer provisions.

You can make transfers by telephone. If you own the contract with a joint owner,
unless we are instructed otherwise,  we will accept instructions from either you
or  the  other  owner.  We  will  use  reasonable  procedures  to  confirm  that
instructions  given  to us by  telephone  are  genuine.  If we fail to use  such
procedures,  we may be liable for any losses due to  unauthorized  or fraudulent
instructions.   However,   we  will  not  be  liable  for  following   telephone
instructions  that we  reasonably  believe  to be  genuine.  We may tape  record
telephone instructions.

Transfers are subject to the following:

1.   Currently,  during the accumulation  phase, you can make 12 transfers every
     contract year without charge.  You can transfer into the fixed account from
     the investment options.

2.   Currently,  during the accumulation phase you can only make one transfer in
     a calendar  quarter out of the fixed account into the  investment  options.
     Any transfer made pursuant to this provision is counted in determining  any
     transfer fee.

3.   We will assess a $50 transfer fee for each transfer during the accumulation
     phase in  excess  of the  free 12  transfers  allowed  per  contract  year.
     Transfers  made at the end of the free look period by us and any  transfers
     made  pursuant  to the  Dollar  Cost  Averaging  program,  the  Rebalancing
     program, or for loans will not be counted in determining the application of
     any transfer fee.

4.   The minimum  amount  which you can transfer is $500 or your entire value in
     the investment  option or fixed account if it is less. This  requirement is
     waived if the transfer is made in connection with the Dollar Cost Averaging
     program, the Rebalancing program, or loans.

5.   After a transfer  is made,  you must keep a minimum of $100 in the  account
     (either  in the fixed  account  or an  investment  option)  from  which the
     transfer was made, unless you transfer the entire account.

6.   You may not make a transfer until after the end of the free look period.

7.   A transfer will be effected as of the end of a business day when we receive
     an acceptable  transfer request containing all required  information.  This
     would  include the amount which is to be  transferred,  and the  investment
     option(s) and/or the fixed account affected.

8.   We are not liable for a transfer made in accordance with your instructions.

9.   We reserve the right to restrict  transfers between investment options to a
     maximum of 12 per contract year and to restrict  transfers  from being made
     on  consecutive  business  days.  We also  reserve  the  right to  restrict
     transfers into and out of the fixed account.

10.  Your right to make transfers is subject to modification if we determine, in
     our sole opinion,  that the exercise of the right by one or more owners is,
     or would be,  to the  disadvantage  of other  owners.  Restrictions  may be
     applied  in any  manner  reasonably  designed  to  prevent  any  use of the
     transfer right which is considered by us to be to the disadvantage of other
     owners.  A  modification  could be applied to transfers to, or from, one or
     more of the investment options and could include, but is not limited to:

     a)   the requirement of a minimum time period between each transfer;

     b)   not accepting a transfer request from an agent acting under a power of
          attorney on behalf of more than one owner; or

     c)   limiting the dollar amount that may be transferred  between investment
          options by an owner at any one time.

11.  Transfers do not change your  allocation  instructions  for future purchase
     payments.

12.  Transfers made during the income phase are subject to the following:

     a)   you may make 4 transfers each contract year between investment options
          or between the investment options and the general account;

     b)   you may not make a  transfer  within 3  business  days of the  annuity
          calculation date; and

     c)   you may not make a transfer from the general  account to an investment
          option.

DOLLAR COST AVERAGING PROGRAM

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount each month from a selected  investment option or the fixed account to any
of the other investment  options. By allocating amounts on a regular schedule as
opposed to allocating the total amount at one  particular  time, you may be less
susceptible  to the impact of market  fluctuations.  The Dollar  Cost  Averaging
Program is available only during the accumulation phase.

The minimum amount which can be transferred each month is $100. You must have at
least $1,200 in the selected  investment  option or fixed account (or the amount
required to  complete  your  program,  if less) in order to  participate  in the
Dollar Cost Averaging Program.

We have the right to modify,  terminate  or suspend  the Dollar  Cost  Averaging
Program.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in determining any transfer fee. If
you are  participating  in the Dollar Cost  Averaging  Program,  you cannot also
participate in the Rebalancing Program.

Dollar Cost Averaging does not assure a profit and does not protect against loss
in declining markets.  Dollar Cost Averaging involves  continuous  investment in
the selected investment  option(s) regardless of fluctuating price levels of the
investment option(s). You should consider your financial ability to continue the
Dollar Cost Averaging Program through periods of fluctuating price levels.

REBALANCING PROGRAM

Once your money has been allocated among the investment options, the performance
of the selected options may cause your allocation to shift. You can direct us to
automatically  rebalance  your  contract to return to your  original  percentage
allocations  by selecting our  Rebalancing  Program.  You can tell us whether to
rebalance monthly, quarterly, semi-annually or annually.

The Rebalancing Program is available only during the accumulation phase.

If you  participate  in the  Rebalancing  Program,  the transfers made under the
program are not taken into  account in  determining  any transfer  fee.  Amounts
allocated  to the  fixed  account  are not  taken  into  account  as part of the
Rebalancing  Program.  You cannot participate in the Rebalancing  Program if you
are participating in the Dollar Cost Averaging Program.

EXAMPLE:

Assume that you want your initial  purchase  payment  split between 2 investment
options.  You want 80% to be in the Growth & Income  Portfolio  and 20% to be in
the International Fund. Over the next 2 1/2 months the domestic market does very
well while the international  market performs poorly. At the end of the quarter,
the Growth & Income Portfolio now represents 86% of your holdings because of its
increase in value. If you had chosen to have your holdings rebalanced quarterly,
on the first day of the next  quarter,  we would  sell some of your units in the
Growth & Income  Portfolio  to bring its value  back to 80% and use the money to
buy more units in the International Fund to increase those holdings to 20%.

SUBSTITUTION AND LIMITATION ON FURTHER INVESTMENT

We may be required to substitute one of the investment options you have selected
with another  investment option. We would not do this without the prior approval
of the Securities and Exchange Commission.  We may also limit further investment
in an investment option. We will give you notice of our intent to take either of
these actions.

EXPENSES

There are charges and other expenses  associated  with the contracts that reduce
the return on your investment in the contract. These charges and expenses are:




PRODUCT EXPENSE CHARGE

Each day we make a deduction for our Product Expense Charge.  We do this as part
of our calculation of the value of the accumulation units and the annuity units.
This charge is for all the insurance benefits, e.g., guarantee of annuity rates,
the death benefit,  for certain  expenses of the contract,  and for assuming the
risk (expense risk) that the current  charges will be insufficient in the future
to cover  the cost of  administering  the  contract.  If the  charges  under the
contract are not sufficient,  then we will bear the loss. We do, however, expect
to profit from this charge. This charge cannot be increased.

We assess the Product  Expense  Charge each  business day and it is based on the
average value of your contract. We assess a Product Expense Charge as follows:

o        Lump Sum Payments:         0.90%, on an
                                    annual basis.

o        Easy Pay Payments:         1.50% on an
                                    annual basis
                                    (0.90% on an
                                    annual basis if
                                    contract value
                                    exceeds
                                    $100,000)*

*Once your  contract  value  reaches a $100,000,  it will be assessed  the lower
charge even if the contract value is later reduced by changes in market value or
withdrawals.

REDUCTION OF PRODUCT EXPENSE CHARGE

We may, at our sole discretion,  reduce the Product Expense Charge.  We would do
so when  sales  of the  contract  are  made  to  individuals  or to a  group  of
individuals  in such a manner that results in a reduction of our  administrative
costs or other savings. We would consider making such a reduction when:

o    the size and type of group to whom the  contract is offered can  reasonably
     be expected to produce such a cost savings; or

o    the amount of purchase  payments can produce some economies  resulting in a
     savings to us.

Any reduction of the Product Expense Charge will not be unfairly  discriminatory
against any person.  We will make such  reductions  in  accordance  with our own
administrative  rules in effect at the time the  contract(s) is issued.  We have
the right to change these rules from time to time.

SURRENDER CHARGE

During the accumulation  phase,  you can make surrenders from your contract.  We
keep track of each purchase  payment.  Subject to the free surrender  amount and
other waivers discussed below, if you make a surrender and it has been less than
the stated number of years since you made your purchase payment,  we will assess
a Surrender Charge.

Surrender Charge: (as a percentage of purchase payments surrendered)

                                SURRENDER CHARGES

Number of Complete Years                             Surrender Charge
From Receipt of Purchase Payments          Easy Pay     Lump Sum
- ---------------------------------          --------     --------
             0-1%                            6%            7%
             1                               6             6
             2                               6             5
             3                               5             4
             4                               5             3
             5                               4             2
             6                               3             1
             7                               2             0
             8                               2             0
             9                               1             0
             10 and thereafter               0             0

Each purchase payment has its own Surrender  Charge period.  For purposes of the
Surrender  Charge,  we treat  surrenders as coming from the most recent purchase
payments  first.  When  the  surrender  is for  only  part of the  value of your
contract,  the Surrender  Charge is deducted  from the  remaining  value in your
contract.

Note: For tax purposes, earnings are usually considered to come out first.

WAIVER OF THE SURRENDER CHARGE

Free Surrenders.  You may make one surrender of up to 10% of your contract value
during a  contract  year  free from any  Surrender  Charge.  This  right is non-
cumulative.

Internal  Transfers.  It is our current practice to reduce Surrender Charges for
an owner of one of our annuity  contracts who wishes to transfer contract values
to another of our annuity  contracts.  The following will apply to such internal
transfers:

o    there is an internal transfer fee of 2% of the amount  transferred when you
     make a transfer of contract value to another  contract  (which could be the
     variable annuity contract we are offering by this prospectus) issued by us;


o    once  transferred into the other contract,  the amount  transferred will be
     subject to an Adjusted Surrender Charge in accordance with the following:

                           ADJUSTED SURRENDER CHARGES

                             Number of Complete Years you
                             have been our Annuity Customer
Number of Complete
Years from Transfer          5 Years or less   5-10 Years  10 Years +
- -------------------          ---------------   ----------  ----------
           0-1                           6%        4%            3%
           1                             5         3             3
           2                             4         2             2
           3                             3         1             1
           4                             2         0             0
           5                             1         0             0
           6 and longer                  0         0             0

o    If your contract was issued prior to May 14, 1999, or is no longer  subject
     to a Surrender Charge, we will not assess the internal transfer fee for the
     first  internal  transfer  you make.  Once  contract  values are in the new
     contract,  they will be  subject to the  Adjusted  Surrender  Charge  shown
     above.  Any  subsequent  internal  transfer  will be  subject  to the above
     conditions.

Reduction  of  Surrender  Charges.  We may, at our sole  discretion,  reduce the
Surrender Charge or the Adjusted  Surrender Charge. We would do so when sales of
the  contract are made to  individuals  or to a group of  individuals  in such a
manner that results in a reduction of our distribution costs. Some examples are:
if there is a large group of individuals that will be purchasing the contract or
if a prospective  purchaser  already had a relationship  with us. We may, at our
sole  discretion,  not deduct the Surrender Charge under a contract issued to an
officer, director or employee of ours or any of our affiliates.

Any reduction of Surrender Charges will not be unfairly  discriminatory  against
any person.  We will make such reductions in accordance with our  administrative
rules in effect at the time the contract is issued.  We have the right to change
those rules from time to time.

Waiver of Surrender Charges under Certain Benefits. Under the conditions set out
in the contract  endorsements  providing  the  following  benefits,  we will not
assess the Surrender Charge when:

o    TERMINAL ILLNESS  ENDORSEMENT.  You become  terminally ill (which means you
     are not expected to live more than 12 months).  Under this benefit, you may
     make a one time  surrender  during  the  accumulation  phase up to the full
     value of your account.

o    NURSING HOME OR HOSPITAL CONFINEMENT ENDORSEMENT.  You become confined to a
     long term care  facility,  nursing  facility  or  hospital  for at least 30
     consecutive  days.  Under this  benefit,  the  maximum  amount that you can
     surrender  without the  imposition of the  Surrender  Charge is $2,000 each
     month for the period of  confinement.  The maximum total  surrenders  under
     this  provision  is equal to your  contract  value.  This  benefit  is only
     available during the accumulation phase.

These benefits may not be available in your state.

PREMIUM TAXES

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium  taxes or similar  taxes.  We are  responsible  for the payment of these
taxes and will make a deduction from the value of the contract for them. Some of
these taxes are due when the contract is issued, and others are due when annuity
payments begin. It is our current  practice to not charge anyone for these taxes
until annuity  payments begin. We may some time in the future  discontinue  this
practice  and assess the charge  when the tax is due.  Premium  taxes  generally
range from 0% to 4%, depending on the state.

TRANSFER FEE

We will charge $50 for each additional  transfer in excess of the free transfers
permitted.  Transfers  made at the end of the  free  look  period  by us and any
transfers  made  pursuant  to the Dollar  Cost  Averaging  program,  Rebalancing
program,  or loans will not be counted in  determining  the  application  of any
transfer fee.

INCOME TAXES

We will deduct from the contract for any income taxes which we incur  because of
the contract. At the present time, we are not making any such deductions.

INVESTMENT OPTION EXPENSES

There are  deductions  from and  expenses  paid out of the assets of the various
investment options, which are described in the attached fund prospectuses.


CONTRACT VALUE

Your  contract  value  is the sum of your  interest  in the  various  investment
options and our fixed account.

Your  interest  in  the  investment  option(s)  will  vary  depending  upon  the
investment performance of the options you choose. In order to keep track of your
contract value, we use a unit of measure called an accumulation unit. During the
income phase of your contract we call the unit an annuity unit.

ACCUMULATION UNITS

Every business day we determine the value of an accumulation unit and an annuity
unit for each of the investment options. We do this by:

1)   determining the change in investment experience (including any charges) for
     the  investment  option  from  the  previous  business  day to the  current
     business day;

2)   subtracting  our Product Expense Charge and any other charges such as taxes
     we have deducted; and

3)   multiplying the previous business day's accumulation unit (or annuity unit)
     value by this result.

When you make a purchase  payment,  we credit your  contract  with  accumulation
units.  The number of accumulation  units credited is determined by dividing the
amount of the purchase payment allocated to an investment option by the value of
the accumulation unit for that investment option. When you make a surrender,  we
deduct from your contract accumulation units representing the surrender.

We calculate the value of an accumulation  unit for each investment option after
the New York  Stock  Exchange  closes  each day and then  debit or  credit  your
account.

EXAMPLE:

On Monday we receive an additional purchase payment of $5,000 from you. You have
told us you want this to go to the Growth & Income Portfolio.  When the New York
Stock  Exchange  closes  on that  Monday,  we  determine  that  the  value of an
accumulation  unit for the Growth & Income  Portfolio is $13.90.  We then divide
$5,000  by  $13.90  and  credit  your  contract  on  Monday  night  with  359.71
accumulation units for the Growth & Income Portfolio.

SURRENDERS

You can have access to the money in your contract:

o    by making a surrender (either a partial or a complete surrender); or

o    by electing to receive annuity payments; or

o    when a death benefit is paid to your beneficiary; or

o    if your  contract  was  issued as a TSA,  by taking a loan out of the fixed
     account.

Surrenders can only be made during the accumulation phase.

When you make a complete  surrender  you will receive the value of your contract
on the day your request is received  less any  applicable  surrender  charge and
less any premium tax.

Unless you instruct us otherwise,  any partial  surrender  will be made pro-rata
from all the investment  options and the fixed account you selected.  Under most
circumstances  the amount of any partial surrender must be for at least $500, or
your entire  interest in the fixed account or an investment  option.  We require
that after a partial surrender is made you keep at least $5,000 in your contract
for Lump Sum payments or $1,000 for Easy Pay payments.

Income taxes, tax penalties and certain  restrictions may apply to any surrender
you make.

There are limits to the amount you can surrender  from a qualified plan referred
to as a 403(b) plan (TSA). For a more complete explanation see the discussion in
the Taxes Section and the discussion in the Statement of Additional Information.

MINIMUM DISTRIBUTION PROGRAM

If your contract has been issued as an IRA, TSA or other qualified plan, you may
elect  the  Minimum  Distribution  Program.  Under  this  program,  we will make
payments to you that are designed to meet the  applicable  minimum  distribution
requirements  imposed by the Internal  Revenue Code on such qualified  plans. We
will make payments to you  periodically  at your election  (currently:  monthly,
quarterly,  semi-annually or annually).  The payment amount and frequency may be
limited.  The payments will not be subject to the surrender  charges and will be
in lieu of the 10% free surrender amount allowed each year.

LOANS

If you  purchased  this  contract as a TSA (also  referred to as a 403(b) plan),
during the accumulation phase you can take a loan out of the fixed account using
the contract as  collateral.  The minimum loan we will make is $2,000.  No loans
are permitted out of the  investment  options and no loans are permitted  during
the  income  phase.  When you  request  a loan,  we will  transfer  any  amounts
necessary to implement the loan request from the investment options to the fixed
account. Repayment of the loan will be made into the fixed account. We will then
allocate  that money in the same manner that your  purchase  payments  are being
allocated.   Your  loan  documents  will  explain  the  terms,   conditions  and
limitations regarding loans from your TSA contract.

DEATH BENEFIT

DEATH OF CONTRACT OWNER DURING THE
ACCUMULATION PHASE

Upon your death or that of the joint owner during the  accumulation  phase,  the
death  benefit  will be paid to your  primary  beneficiary.  Upon the death of a
joint owner,  the surviving  joint owner, if any, will be treated as the primary
beneficiary.  Any other  beneficiary  designation on record at the time of death
will be  treated  as a  contingent  beneficiary  unless  you  have  informed  us
otherwise in writing.

DEATH BENEFIT AMOUNT DURING THE
ACCUMULATION PHASE

The death benefit during the accumulation phase will be the greater of:

1)   the  purchase  payments,  less  any  surrenders  including  any  applicable
     charges; or

2)   your contract value.

The amount of the death  benefit is determined as of the end of the business day
during  which we receive both due proof of death and an election for the payment
method.  The death benefit  amount  remains in an  investment  option and/or the
fixed  account  until  distribution  begins.  From the time the death benefit is
determined  until  complete  distribution  is made,  any amount in an investment
option will be subject to investment risk which is borne by the beneficiary.





DEATH BENEFIT OPTIONS DURING THE
ACCUMULATION PHASE

A beneficiary must elect the death benefit to be paid under one of the following
options  in the  event of your  death  during  the  accumulation  phase.  If the
beneficiary  is the spouse of the  owner,  he or she may elect to  continue  the
contract in his or her own name and  exercise  all the owner's  rights under the
contract.  In this event, the contract value will be adjusted to equal the death
benefit.

     OPTION 1 - lump sum payment of the death benefit; or

     OPTION 2 - the payment of the entire  death  benefit  within 5 years of the
     date of death of the owner or any joint owner; or

     OPTION 3 - payment of the death  benefit  under an annuity  option over the
     lifetime of the beneficiary or over a period not extending  beyond the life
     expectancy of the beneficiary with distribution  beginning within 1 year of
     the date of your death or of any joint owner.

Any portion of the death benefit not applied under Option 3 within 1 year of the
date of your death, or that of a joint owner, must be distributed within 5 years
of the date of death.

If a lump sum  payment  is  requested,  the amount  will be paid  within 7 days,
unless the suspension of payments provision is in effect.

Payment  to the  beneficiary,  in any form  other  than a lump sum,  may only be
elected during the sixty-day  period beginning with the date of receipt by us of
proof of death.

DEATH OF CONTRACT OWNER DURING THE INCOME
PHASE

If you or a joint owner, who is not the annuitant, dies during the income phase,
any remaining payments under the annuity option elected will continue to be made
at least as rapidly as under the method of distribution in effect at the time of
your death. Upon your death during the income phase, the beneficiary becomes the
owner.  The  annuitant  is the person whose life we look to when we make annuity
payments.


DEATH OF ANNUITANT

Upon the death of the annuitant,  who is not an owner,  during the  accumulation
phase, you automatically become the annuitant. You may designate a new annuitant
subject to our underwriting  rules then in effect. If the owner is a non-natural
person, the death of the annuitant will be treated as the death of the owner and
a new annuitant may not be designated.

Upon the death of the annuitant during the income phase,  the death benefit,  if
any, will be as specified in the annuity option elected.  Death benefits will be
paid at least as rapidly as under the  method of  distribution  in effect at the
annuitant's death.

ANNUITY PAYMENTS
(THE INCOME PHASE)

Under the contract you can receive regular income  payments.  You can choose the
month and year in which  those  payments  begin.  We call that date the  annuity
date.  Your annuity date must be the first or fifteenth day of a calendar month.
You can also choose among income plans. We call those annuity options.

Your annuity date must be at least 1 month after you buy the  contract.  Annuity
payments must begin by the annuitant's 85th birthday or the 85th birthday of the
oldest joint  annuitant.  The annuitant is the person whose life we look to when
we make annuity payments.

If you do not choose an annuity option at the time you purchase the contract, we
will assume that you selected Option 2 with 10 years of guaranteed payments.

During the  income  phase,  you have the same  investment  choices  you had just
before  the start of the income  phase.  If you do not tell us  otherwise,  your
annuity payments will be based on the investment  allocations that were in place
on the annuity date.

The dollar amount of your payment from the investment option(s) will depend upon
four things:

o    the value of your contract in the investment option(s) on the annuity date;

o    the 3% assumed investment rate used in the annuity table for the contract;

o    the performance of the investment options you selected; and

o    if  permitted  in your  state  and  under  the  type of  contract  you have
     purchased, the age and sex of the annuitant(s).

If the actual  performance  exceeds the 3% assumed rate plus the  deductions for
expenses,  your  annuity  payments  will  increase.  Similarly,  if  the  actual
performance is less than 3% plus the amount of the deductions for expenses, your
annuity payments will decrease.

We will determine the amount of your variable  annuity  payments,  including the
first,  no more than 10  business  days prior to the payment  date.  The payment
dates must be the same day each month as the date you  selected  for the annuity
date,  i.e.,  the first or the  fifteenth.  The day we  determine  the  variable
annuity payment is called the annuity calculation date.

You can choose one of the following  annuity  options.  After  annuity  payments
begin,  you cannot change the annuity option.  All annuity  payments are made to
you unless you direct us otherwise.

OPTION 1 - LIFE  ANNUITY.  Under this  option we make  monthly  income  payments
during the  lifetime of the  annuitant  and  terminating  with the last  payment
preceding his/her death.

OPTION 2 - LIFE INCOME WITH A GUARANTEED PERIOD.
Under this option we make  monthly  income  payments  during the lifetime of the
annuitant.  We guarantee that if, at the death of the  annuitant,  payments have
been made for less than a stated  period,  which may be five,  ten,  fifteen  or
twenty years, as elected,  the monthly income will continue during the remainder
of the  stated  period.  However,  the owner may elect to  receive a single  sum
payment.  A single sum payment  will be equal to the present  value of remaining
payments as of the date of receipt of due proof of death commuted at the assumed
investment rate.

OPTION 3 -  SURVIVORSHIP  ANNUITY.  Under  this  option we make  monthly  income
payments during the joint lifetime of the annuitant and another named individual
and thereafter during the lifetime of the survivor. Payments cease with the last
income payment due prior to the death of the survivor.

OPTION 4 - OTHER OPTIONS.  Under this option we provide you with any payout plan
that is mutually agreed upon between you and us.



OTHER BENEFITS

DISABILITY BENEFIT

This benefit is only  available  with  respect to Easy Pay  payments  during the
accumulation  phase.  Under  this  benefit,  so  long  as you  are  totally  and
permanently  disabled and can provide us with evidence of that fact, we will pay
you a life annuity with fixed payments at your normal  retirement date (which is
defined in your endorsement) or make a death benefit payment to your beneficiary
if you die prior to that  date.  You  should  refer to the  endorsement  in your
contract for additional details.

ACCIDENTAL DEATH BENEFIT

During the  accumulation  phase,  in the event that you die due to an accidental
injury prior to age 70, we will pay your beneficiary an accidental death benefit
equal to the contract value (less any outstanding  loan balance if your contract
was issued as a 403(b)  contract  and you took out a loan) on the date of death.
This benefit is in addition to the death benefit contained in the contract.  The
maximum amount of the accidental death benefit is $500,000.

TAXES

NOTE:  We  have  prepared  the  following  information  on  taxes  as a  general
discussion of the subject.  It is not intended as tax advice to any  individual.
You should  consult your own tax adviser about your own  circumstances.  We have
included a more  comprehensive  discussion  regarding  taxes in the Statement of
Additional Information.

ANNUITY CONTRACTS IN GENERAL

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your annuity  contract  until you take the money out.  This is
referred to as tax deferral.  There are different  rules as to how you are taxed
depending  on how you take the money out and the type of contract - qualified or
non-qualified (see following sections).

Under non-qualified  contracts,  you as the owner, are not taxed on increases in
the value of your contract until a distribution  occurs - either as a withdrawal
or as annuity payments. When you make a withdrawal,  you are taxed on the amount
of the withdrawal that is earnings. For annuity payments, different rules apply.
A portion  of each  annuity  payment  is  treated  as a  partial  return of your
purchase payments and is not taxed. The remaining portion of the annuity payment
is  treated as  ordinary  income.  How the  annuity  payment is divided  between
taxable and non-taxable  portions depends upon the period over which the annuity
payments  are  expected to be made.  Annuity  payments  received  after you have
received all of your purchase payments are fully includible in income.

When  a  non-qualified   contract  is  owned  by  a  non-natural  person  (e.g.,
corporation or certain other entities other than a trust holding the contract as
an agent for a natural person), the contract will generally not be treated as an
annuity for tax purposes.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the contract as an  individual  and not under any pension  plan,
specially sponsored program or an individual  retirement annuity,  your contract
is referred to as a non-qualified contract.

If you purchase the contract under a pension plan,  specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract.  Examples of  qualified  plans are:  Individual  Retirement  Annuities
(IRAs), Tax-Sheltered Annuities (sometimes referred to as 403(b) contracts), and
pension and profit-sharing plans, which include 401(k) plans and H.R.10 Plans.

A qualified  contract will not provide any necessary or additional  tax deferral
if it is used to fund a  qualified  plan  that  is tax  deferred.  However,  the
contract has features and benefits  other than tax deferral  that may make it an
appropriate investment for a qualified plan. You should consult your tax adviser
regarding these features and benefits prior to purchasing a qualified contract.

WITHDRAWALS - NON-QUALIFIED CONTRACTS

If you make a withdrawal  from your contract,  the Code treats such a withdrawal
as first  coming  from  earnings  and then from  your  purchase  payments.  Such
withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.

Some withdrawals will be exempt from the penalty.  They include any amounts:

1.   paid on or after the taxpayer reaches age 59 1/2;

2.   paid after you die;

3.   paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code);

4.   paid in a series of  substantially  equal  payments  made annually (or more
     frequently) for life or a period not exceeding life expectancy;

5.   paid under an immediate annuity; or

6.   which come from purchase payments made prior to August 14, 1982.

WITHDRAWALS - QUALIFIED CONTRACTS

If you  make a  withdrawal  from  your  qualified  contract,  a  portion  of the
withdrawal is treated as taxable  income.  This portion  depends on the ratio of
the  pre-tax  purchase  payments  to the  after-tax  purchase  payments  in your
contract. If all of your purchase payments were made with pre-tax money then the
full amount of any withdrawal is includible in taxable income. Special rules may
apply to withdrawals from certain types of qualified contracts.

The Code also provides that any amount received under a qualified contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income. Some withdrawals will
be exempt from the penalty.  They include any amounts:

1.   paid on or after you reach age 59 1/2;

2.   paid after you die;

3.   paid if you become totally disabled (as that term is defined in the Code);

4.   paid to you after  leaving  your  employment  in a series of  substantially
     equal payments made annually (or more frequently) under a lifetime annuity;

5.   paid to you after you have left your employment, after attaining age 55;

6.   paid for certain allowable medical expenses (as defined in the Code);

7.   paid pursuant to a qualified domestic relations order;

8.   paid on account of an IRS levy upon the qualified contract;

9.   paid from an IRA for medical insurance (as defined in the Code);

10.  paid from an IRA for qualified higher education expenses; or

11.  paid from an IRA up to $10,000 for qualified first time homebuyer  expenses
     (as defined in the Code).

The  exceptions in (5) and (7) above do not apply to IRAs.  The exception in (4)
above applies to IRAs but without the requirement of leaving employment. We have
provided a more complete discussion in the Statement of Additional Information.

WITHDRAWALS - TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of amounts attributable to purchase payments made
under a salary  reduction  agreement  by owners  from  Tax-Sheltered  Annuities.
Withdrawals can only be made when an owner:

1.   reaches age 59 1/2;

2.   leaves his/her job;

3.   dies;

4.   becomes disabled (as that term is defined in the Code);

5.   in the case of hardship; or

6.   has account balances as of December 31, 1988.

However,  in the case of  hardship,  the owner can only  withdraw  the  purchase
payments and not any earnings.

DIVERSIFICATION

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity  contract.  We believe that the investment  options are managed so as to
comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the  underlying  investments,  are  considered  the
owner of the shares of the investment  options.  If you are considered  owner of
the shares,  it will result in the loss of the  favorable  tax treatment for the
contract. It is unknown to what extent owners are permitted to select investment
options,  to make transfers among the investment  options or the number and type
of investment  options owners may select from without being  considered owner of
the shares. If any guidance is provided which is considered a new position, then
the guidance is generally applied  prospectively.  However,  if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you,  as the owner of the  contract,  could be treated as the owner of
the investment options.

Due to the uncertainty in this area, we reserve the right to modify the contract
in an attempt to maintain favorable tax treatment.

PERFORMANCE

We may periodically  advertise performance of the various investment options. We
will calculate  performance by determining the percentage change in the value of
an  accumulation  unit by dividing the increase  (decrease) for that unit by the
value of the accumulation unit at the beginning of the period.  This performance
number reflects the deduction of the insurance charges.  It does not reflect the
deduction of any surrender charge.  The deduction of any surrender charges would
reduce the  percentage  increase or make greater any  percentage  decrease.  Any
advertisement will also include total return figures which reflect the deduction
of the product expense charges and surrender charges.

The performance will be based on the historical performance of the corresponding
investment  options  for the  periods  commencing  from the  date on  which  the
particular  investment  option was made  available  through  the  contracts.  In
addition, for certain investment options performance may be shown for the period
commencing  from the  inception  date of the  investment  option.  These figures
should  not be  interpreted  to reflect  actual  historical  performance  of the
separate account.

We may, from time to time,  include in our advertising and sales materials,  tax
deferred  compounding  charts and other  hypothetical  illustrations,  which may
include comparisons of currently taxable and tax deferred investment
programs, based on selected tax brackets.

OTHER INFORMATION

THE SEPARATE ACCOUNT

We established a separate account, FSL Separate
Account M (Separate  Account),  to hold the assets that underlie the  contracts.
Our Board of Directors  adopted a resolution to establish  the Separate  Account
under Missouri insurance law on August 25, 1998. We have registered the Separate
Account with the Securities and Exchange  Commission as a unit investment  trust
under the Investment Company Act of 1940.

The  assets  of the  Separate  Account  are  held in our name on  behalf  of the
Separate  Account and legally belong to us. However,  those assets that underlie
the contracts,  are not  chargeable  with  liabilities  arising out of any other
business  we may  conduct.  All  the  income,  gains  and  losses  (realized  or
unrealized)  resulting from these assets are credited to or charged  against the
contracts and not against any other contracts we may issue.

VOTING RIGHTS

We are the legal owner of the investment option shares. However, we believe that
when  an  investment  option  solicits  proxies  in  conjunction  with a vote of
shareholders, it is required to obtain from you and other owners instructions as
to how to vote those shares.  When we receive those  instructions,  we will vote
all of the shares we own in  proportion  to those  instructions.  This will also
include any shares that we own on our own behalf.  Should we  determine  that we
are no longer  required to comply with the above, we will vote the shares in our
own right.

DISTRIBUTOR

National Pension & Group Consultants,  Inc. (NPGC) serves as the distributor for
the contracts. NPGC is located at 3130 Broadway, Kansas City MO 64111-2406.

Commissions  will be paid to agents and  broker-dealers  who sell the contracts.
Such agents and  broker-dealers  will be paid  commissions  up to 3% of purchase
payments but,  under certain  circumstances,  may be paid an additional  .25% of
assets as a trail commission.

OWNERSHIP

Owner.  You,  as the  owner of the  contract,  have  all the  rights  under  the
contract.  Prior to the annuity date, the owner is as designated at the time the
contract is issued,  unless changed. On and after the annuity date, you continue
as the owner.

Joint Owner. The contract can be owned by joint owners.  Any joint owner must be
the spouse of the other owner (except in Pennsylvania). Upon the death of either
joint owner, the surviving joint owner will be the designated  beneficiary.  Any
other beneficiary designation at the time the contract was issued or as may have
been later changed will be treated as a contingent  beneficiary unless otherwise
indicated.

BENEFICIARY

The  beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit.  The  beneficiary  is named at the time the  contract is issued  unless
changed at a later date.  Unless an irrevocable  beneficiary has been named, you
can change the beneficiary at any time before you die.



ASSIGNMENT

You can assign the contract at any time during your
lifetime. We will not be bound by the assignment until we receive written notice
of the assignment. We will not be liable for any payment or other action we take
in accordance with the contract  before we receive notice of the assignment.  An
assignment may be a taxable event.

If the contract is issued pursuant to a qualified plan, there may be limitations
on your ability to assign the contract.

SUSPENSION OF PAYMENTS OR TRANSFERS

We may be required to suspend or postpone  payments for  surrenders or transfers
for any period when:

1.   the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);

2.   trading on the New York Stock Exchange is restricted;

3.   an  emergency  exists  as a  result  of which  disposal  of  shares  of the
     investment  options is not reasonably  practicable or we cannot  reasonably
     value the shares of the investment options;

4.   during any other period when the  Securities  and Exchange  Commission,  by
     order, so permits for the protection of owners.

We have  reserved the right to defer  payment for a withdrawal  or transfer from
the fixed  account  for the  period  permitted  by law but not for more than six
months.

FINANCIAL STATEMENTS

Our statutory basis financial  statements have been included in the Statement of
Additional  Information.  The financial  statements of the Separate  Account are
also included in the Statement of Additional Information.

ADDITIONAL INFORMATION

For  further  information  about the  contract  you may  obtain a  Statement  of
Additional Information. You can call the telephone number indicated on the cover
page or you can write to us. For your  convenience  we have included a post card
for that purpose.





The Table of Contents of this statement is as follows:

Company
Independent Auditors
Legal Opinions
Distribution
Calculation of Performance Information
Federal Tax Status
Annuity Provisions
Financial Statements

                                    APPENDIX

CONDENSED FINANCIAL INFORMATION -
ACCUMULATION UNIT VALUE HISTORY

The table  below  provides  accumulation  unit  values for the  period  from the
commencement  of operations  (5/14/99) to December 31, 1999.  This data has been
extracted from the Separate  Account's  financial  statements.  This information
should be read in conjunction with the Separate Account's  financial  statements
and related notes which are included in the Statement of Additional Information.

                                      Period Ended
                                        12/31/99
                                        --------
                                 Lump Sum      Easy Pay
                                 --------      --------

Money Market
Beginning of Period              $10.00      $10.00
End of Period                    $10.23      $10.19
Number of Accumulation
Units Outstanding                20,570        157

Growth & Income
Beginning of Period              $10.00      $10.00
End of Period                    $10.30      $10.27
Number of Accumulation
Units Outstanding                16,745       2,344

Large Cap Growth
Beginning of Period              $10.00      $10.00
End of Period                    $12.31      $12.27
Number of Accumulation
Units Outstanding                25,582       3,477

Small Cap Equity
Beginning of Period              $10.00      $10.00
End of Period                    $15.30      $15.24
Number of Accumulation
Units Outstanding                 8,438        971

Berger/BIAM IPT - International
Beginning of Period              $10.00      $10.00
End of Period                    $12.39      $12.34
Number of Accumulation
Units Outstanding                12,371       1,177

FIDELITY SECURITY LIFE INSURANCE COMPANY
3130 BROADWAY
KANSAS CITY, MO 64111-2406
ATTN:


____________________________________________________________________________

Please  send  me,  at  no  charge,  the  Statement  of  Additional   Information
dated May 1, 2000 for the Annuity Contract issued by Fidelity Security Life
Insurance Company.

               (Please print or type and fill in all information)


Name
- --------------------------------------------------------------------------------

Address
- --------------------------------------------------------------------------------

City                        State                                       Zip Code
- --------------------------------------------------------------------------------





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