SECURITY FIRST LIFE SEPARATE ACCOUNT A, 485BPOS, 1998-04-30

SECURITY FIRST LIFE SEPARATE ACCOUNT A
485BPOS, 1998-04-30

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<PAGE> 1
'33 ACT FILE NO. 33-47984
'40 ACT FILE NO. 811-3365

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 12 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

AMENDMENT NO. 93 [X]
(CHECK APPROPRIATE BOX OR BOXES)

SECURITY FIRST LIFE SEPARATE ACCOUNT A
(EXACT NAME OF REGISTRANT)

SECURITY FIRST LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)

11365 WEST OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 312-6100

RICHARD C. PEARSON
PRESIDENT AND GENERAL COUNSEL
SECURITY FIRST LIFE INSURANCE COMPANY
11365 WEST OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
(NAME AND ADDRESS OF AGENT FOR SERVICE)

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE SPACE)

[ ] IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485

[X] ON MAY 1, 1998 PURSUANT TO PARAGRAPH (b) OF RULE 485

[ ] 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a) OF RULE 485

[ ] ON [DATE] PURSUANT TO PARAGRAPH (a) OF RULE 485

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

[ ] THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.

THE COMPANY HAS ELECTED PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940 TO REGISTER AN INDEFINITE NUMBER OF SECURITIES. THE MOST RECENT RULE
24F-2 NOTICE WAS FILED ON FEBRUARY 26, 1998.

<PAGE> 2

SECURITY FIRST LIFE SEPARATE ACCOUNT A

CROSS REFERENCE SHEET
PART A - PROSPECTUS

<TABLE>
<CAPTION>
Item Number in Form N-4 Caption in Prospectus
- ----------------------- ---------------------
<S> <C>
1. Cover Page Cover Page

2. Definitions Glossary

3. Synopsis of Highlights Summary of the Contract

4. Condensed Financial Information Condensed Financial Information;
Financial Information

5. General Description of Registrant Description of Security First Life
Depositor, and Portfolio Companies Insurance Company, The Separate Account
and The Funds; Voting Rights; Servicing
Agent

6. Deductions and Expenses Contract Charges

7. General Description of Variable Description of the Contracts;
Annuity Contract Accumulation Period; Annuity Benefits

8. Annuity Period Annuity Benefits

9. Death Benefit Death Benefits

10. Purchases and Contract Value Description of the Contracts;
Accumulation Period; Principal
Underwriter

11. Redemptions Accumulation Period

12. Taxes Federal Income Tax Status

13. Legal Proceedings Legal Proceedings
</TABLE>

<PAGE> 3

PART B - STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<S> <C>
14. Table of Contents of the Statement Table of Contents of the Statement of
of Additional Information Additional Information

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information and History The Insurance Company; The Separate
Account; The Trust and the Funds

18. Services Servicing Agent; Safekeeping of
Securities; Independent Auditors

19. Purchase of Securities Being Purchase of Securities Being Offered
Offered

20. Underwriters Distribution of the Contracts

21. Calculation of Performance Data Calculation of Performance Data

22. Annuity Payments Annuity Payments

23. Financial Statements Financial Statements
</TABLE>

Part C

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this registration statement.

<PAGE> 4

SECURITY FIRST LIFE SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

GROUP FLEXIBLE PAYMENT
VARIABLE ANNUITY CONTRACTS

Security First Life Insurance Company
11365 West Olympic Boulevard
Los Angeles, California 90064
- --------------------------------------------------------------------------------

The group flexible payment variable annuity contracts (the "Contracts")
described in this Prospectus are issued by Security First Life Insurance Company
("Security First Life"). The Contracts are designed to provide variable annuity
benefits to eligible employees under employer deferred compensation plans which
qualify under the provisions of Section 457 of the Internal Revenue Code of 1986
(the "Code").

On behalf of the Participants, the Owner of the Contract may allocate premiums
and cash value to one or more subaccounts of the variable account. The assets of
these sub-accounts will be used to purchase, at net asset value, shares of the
Money Market Portfolio and the Growth Portfolio of the Variable Insurance
Products Fund, the Asset Manager Portfolio and Index 500 Portfolio and the
Contrafund Portfolio of the Variable Insurance Products Fund II, the Bond Series
and T. Rowe Price Growth and Income Series of the Security First Trust, the T.
Rowe Price Growth Stock Fund, and the T. Rowe Price International Stock Fund,
the Neuberger & Berman Genesis Trust, the Neuberger & Berman Partners Trust and
the Worldwide Growth Portfolio of the Janus Aspen Series (herein referred to as
the "Funds"). The prospectuses for the Funds describe the investment objective
of each Fund.

This Prospectus sets forth information a prospective investor should know before
investing. Additional information about the Contracts has been filed with the
Securities and Exchange Commission ("SEC") in a Statement of Additional
Information, dated May 1, 1998, which information is incorporated herein by
reference and is available without charge upon written request to Security First
Life Insurance Company, P.O. Box 92193, Los Angeles, California 90009 or by
telephoning: 1(310)312-6100 (in California) or 1(800)992-9785 (outside
California).

The table of contents of the Statement of Additional Information appears on page
20 of the Prospectus.
- --------------------------------------------------------------------------------

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF SHARES OF ANY UNDERLYING FUND
FOR WHICH A CURRENT PROSPECTUS HAS NOT BEEN RECEIVED AND IN NO EVENT WILL
DESIGNATION OF AN UNDERLYING FUND FOR WHICH A CURRENT PROSPECTUS HAS NOT BEEN
RECEIVED BE PERMITTED. PLEASE READ AND RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE.
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

Prospectus dated May 1, 1998 SF 236 FL (5/98)

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Glossary.................................................... 3
Summary of the Contracts.................................... 4
Fee Tables.................................................. 6
Condensed Financial Information............................. 9
Financial Information....................................... 10
Description of Security First Life Insurance Company,
The Separate Account and The Funds...................... 10
The Insurance Company................................... 10
The Separate Account.................................... 10
The Funds............................................... 11
Principal Underwriter....................................... 12
Servicing Agent............................................. 12
Custody of Securities....................................... 12
Contract Charges............................................ 13
Premium Taxes........................................... 13
Surrender Charges....................................... 13
Table of Surrender Charges.............................. 13
Mortality and Expense Risk Charges...................... 14
Administration Fees..................................... 14
Free Look Period........................................ 14
Description of the Contract................................. 14
General................................................. 14
Purchase Payments....................................... 14
Transfers............................................... 14
Transfers to Another Contract........................... 15
Modification of the Contract............................ 15
Assignments............................................. 15
Accumulation Period......................................... 15
Crediting Accumulation Units............................ 15
Valuation of Accumulation Units......................... 15
Net Investment Factor................................... 15
Surrenders.............................................. 15
Systematic Withdrawal Option............................ 16
Statement of Account.................................... 16
Annuity Benefits............................................ 16
Annuity Payments........................................ 16
Level Payments Varying Annually......................... 16
Assumed Investment Return............................... 17
Election of Annuity Date and Form of Annuity............ 17
Frequency of Payment.................................... 18
Annuity Unit Values..................................... 18
Death Benefits.............................................. 18
Death Benefit Before the Annuity Date................... 18
Death Benefit After the Annuity Date.................... 19
Federal Income Tax Status................................... 19
Withholding............................................. 20
Voting Rights............................................... 20
Legal Proceedings........................................... 20
Additional Information...................................... 20
Table of Contents of Statement of Additional Information.... 21
</TABLE>

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer described herein and, if given or made, such information or
representations must not be relied upon as having been authorized. This
Prospectus does not constitute an offer in any jurisdiction to any person to
whom such offer would be unlawful therein.

2
<PAGE> 6

GLOSSARY

As used in this Prospectus, these terms have the following meanings:

ACCUMULATION UNIT -- A measuring unit used to determine the value of a
Participant's interest in a Separate Account Series under a Contract at any time
before Annuity payments commence.

ANNUITANT -- The individual on whose life Annuity payments under a Contract are
based.

ANNUITY -- A series of periodic payments made to an Annuitant for a defined
period of time.

ANNUITY DATE -- The date on which Annuity payments begin.

ANNUITY UNIT -- A measuring unit used to determine the amount of Variable
Annuity payments based on a Separate Account Series under a Contract after such
payments have commenced.

ASSUMED INVESTMENT RETURN -- The investment rate selected by the Annuitant for
use in determining the Variable Annuity payments.

BENEFICIARY -- The person who has the right to receive a death benefit on the
death of the Participant.

BUSINESS DAY -- Each Monday through Friday except for days the New York Stock
Exchange is not open for trading.

CERTIFICATE -- The form given to Participants describing their rights under a
Contract. No Certificates are issued to Participants under deferred compensation
plans.

CERTIFICATE DATE -- The date a Participant's Certificate is issued or the date
when a Participant's Account is established where no Certificate is issued.

CERTIFICATE YEAR -- A 12-month period beginning on the Certificate Date and on
each anniversary of this date.

CONTRACT -- The agreement between Security First Life and the Owner covering the
rights of the whole group.

FIXED ANNUITY -- An Annuity providing guaranteed level payments. Such payments
are not based upon the investment experience of the Separate Account.

FUND -- A diversified, open-end management investment company, or series
thereof, registered under the Investment Company Act of 1940 ("1940 Act"), which
serves as the underlying investment medium for a Series in the Separate Account.

GENERAL ACCOUNT -- All assets of Security First Life other than those in the
Separate Account or any of its other segregated asset accounts.

NORMAL ANNUITY DATE -- The first day of the month coincident with or immediately
preceding the date on which a distribution must commence under the terms of the
Plan to which the Contract is issued, but in no event later than the month in
which the participant attains age 85.

OWNER -- The person who has title to the Contract.

PARTICIPANT -- The individual for whom Purchase Payments are made under a
Contract.

PARTICIPANT'S ACCOUNT -- The sum of the values of all Accumulation Units
credited for a Participant under a Contract.

PLAN -- The deferred compensation plan with respect to which the Contract is
issued.

PURCHASE PAYMENT -- An amount paid to Security First Life in order to provide
benefits under the Contract.

SEPARATE ACCOUNT -- The segregated asset account, entitled "Security First Life
Separate Account A", which has been established by Security First Life pursuant
to Delaware law to receive and invest amounts allocated to provide Variable
Annuity benefits under the Contracts. The Separate Account is registered as a
unit investment trust under the 1940 Act.

SERIES -- A division of the Separate Account the assets of which consist of
shares of a Fund.

SURRENDER CHARGE -- A percentage charge which may be deducted upon full or
partial surrender.

VALUATION DATE -- Any Business Day used by the Separate Account to determine the
value of part or all of its assets for purposes of determining Accumulation and
Annuity Unit values for the Contract. Accumulation Unit values will be

3
<PAGE> 7

determined each Business Day. There will be one Valuation Date each week for
Annuity Unit values. Security First Life will establish the Valuation Date at
its discretion, but until notice to the contrary is given, that date will be the
last Business Day in a week.

VALUATION PERIOD -- The period of time from one Valuation Date through the next
Valuation Date.

VARIABLE ANNUITY -- An Annuity providing payments which will vary annually in
accordance with the net investment experience of the applicable Separate Account
Series.

SUMMARY OF THE CONTRACTS

THE CONTRACT

The Contract is to be issued to employers to fund in whole or in part
deferred compensation plans which qualify under Section 457 of the Code.

PURCHASE PAYMENTS

Purchase Payments under the Contracts will be allocated to the Separate
Account. The minimum Purchase Payment is $20, with an annual minimum of $240.
There is no sales charge; however, certain charges and deductions will be
applied to the Participant's Account. (See "Contract Charges," page 12.) Subject
to certain limitations as to time and amount, assets allocated to a Series may
be transferred to one or more of the other Series, either prior to starting an
Annuity or after Variable Annuity payments have begun. The minimum transfer is
the lesser of $500 or the balance of the Participant's Account in the Series
(See "Transfers," page 14.)

SEPARATE ACCOUNT

Purchase Payments made with respect to a Participant will be allocated to
the Separate Account and invested at net asset value in Accumulation Units of
one or more of nine Series, each of which consists of the shares of a different
Fund, in accordance with the latest recorded written directions of the Owner
with respect to the Participant. The Funds consist of the Money Market Portfolio
and the Growth Portfolio of the Variable Insurance Products Fund, the Asset
Manager Portfolio, Index 500 Portfolio, and Contrafund Portfolio of the Variable
Insurance Products Fund II, the Bond Series and T. Rowe Price Growth and Income
Series of the Security First Trust and T. Rowe Price Growth Stock Fund, Inc., T.
Rowe Price International Stock Fund, Inc., the Neuberger & Berman Genesis Trust,
the Neuberger & Berman Partners Trust and the Worldwide Growth Portfolio of the
Janus Aspen Series. The investment adviser of the Variable Insurance Products
Fund and the Variable Insurance Products Fund II is Fidelity Management &
Research Company ("FMR"). T. Rowe Price Associates, Inc. "Price Associates" is
the investment adviser to T. Rowe Price Growth Stock Fund, Inc. Rowe
Price - Fleming International is the investment adviser to T. Rowe Price
International Stock Fund. Security First Investment Management Corporation
("Security Management") is the investment adviser and manager of each of the
series of the Security First Trust, and Price Associates is subadviser to
Security First Investment Management Corporation to the T. Rowe Price Growth and
Income Series and Neuberger & Berman, LLC., is the subadviser to the Bond
Series. Neuberger & Berman Management Incorporated and Neuberger & Berman LLC,
as subadviser (collectively "Neuberger & Berman"), is the investment adviser to
the respective portfolios in which the Neuberger & Berman Genesis Trust and the
Neuberger & Berman Partners Trust invest. Janus Capital Corporation ("Janus
Capital") is the investment adviser to the Worldwide Growth Portfolio of the
Janus Aspen Series. (See "The Separate Account," page 10 and "The Funds," page
11.)

CHARGES AND DEDUCTIONS

Deductions will be made for mortality and expense risks at the rate of
.002438% on a daily basis (.89% annually). (See "Mortality and Expense Risk
Charges," page 13.)

A surrender charge (contingent deferred sales charge) may be deducted in the
event a Participant requests and the Contract Owner approves a full or partial
surrender. The surrender charge equals 7% of the amount surrendered if the
surrender occurs within the first Certificate Year; 6% in the second Certificate
Year, 5% in the third Certificate Year, 4% in the fourth Certificate Year and 3%
in the fifth Certificate Year. Thereafter, no surrender charge will be deducted.
In addition, no surrender charge will be imposed in the event of a surrender as
a result of death, disability, retirement or hardship under the terms of the
Plan. Surrender charges will never exceed 9% of the total Purchase Payments. No
surrender charge will be deducted from any amount transferred to another group
annuity contract issued by Security First Life to the Plan to which the Contract
is issued. (See "Surrender Charges," page 13.)

4
<PAGE> 8

An administration fee may be deducted in an amount not to exceed $12.00 per
year.

Premium taxes payable to any state or other governmental agency with respect
to the Participant's Account may be deducted on or after the date they were
incurred. Premium taxes currently range from 0% to 2.35% (3.50% in Nevada).
Until further notice, Security First Life will deduct premium taxes upon
annuitization. (See "Premium Taxes," page 13.)

FREE LOOK PERIOD

At any time within twenty days (or such longer period as required by state
law) after the receipt of the Contract it may be returned for cancellation and a
full refund of all Purchase Payments or, if required by state law, the greater
of the Purchase Payments or the account value. (See "Free Look Period," page
14).

ANNUITY PAYMENTS

Annuity payments will start on the Annuity Date. The Participant selects the
Annuity Date, an Annuity payment option, and an Assumed Investment Return. Any
of these selections may be changed prior to the Annuity Date, provided that
Annuity payments must commence no later than the Normal Annuity Date. Annuity
payments will vary annually based on a comparison of the Assumed Investment
Return with the investment experience of the Series in which the Participant's
Account is invested. (See "Annuity Payments," page 16.) If Annuity payments from
any one Series would be less than $50, Security First Life reserves the right to
change the frequency of payments to such intervals as will result in payments of
at least $50 from each Series. (See "Frequency of Payment," page 18.)

SURRENDERS

Subject to restriction imposed by the Plan, all or part of the Participant's
Account may be surrendered prior to the Annuity Date. However, no partial
surrender is permitted if it would reduce a Participant's Account interest in
any Series to less than $500, unless the entire amount allocated to that Series
is being surrendered. A surrender charge may be assessed. (See "Surrender
Charges," page 13.) In addition, amounts surrendered, less any basis, will be
taxed as ordinary income and may be subject to a penalty tax under the Code.
Certain restrictions are applicable to withdrawals from Contracts funding
retirement plans qualified for special tax treatment under the Code. (See
"Federal Income Tax Status," page 19.)

DEATH BENEFIT

Unless otherwise restricted by the Plan, in the event of the Participant's
death prior to the Annuity Date, the Beneficiary may elect either to receive
death benefits in a lump sum or to apply the Participant's Account, less premium
tax (if any), under any of the available optional Annuity forms contained in the
Contract. (See "Death Benefits," page 18.)

5
<PAGE> 9

FEE TABLES

PARTICIPANT TRANSACTION EXPENSES

<TABLE>
<CAPTION>
Deferred Sales Load Percentage
------------------- ----------
<S> <C>
(a) Contingent Deferred Sales Charge (as a 7% before First Anniversary
percentage of amount surrendered) 6% before Second Anniversary
5% before Third Anniversary
4% before Fourth Anniversary
3% before Fifth Anniversary
0% thereafter
(b) Administration Fees $12.00 per year
</TABLE>

SEPARATE ACCOUNT EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE.
DEDUCTED DAILY FROM THE SEPARATE ACCOUNT.)

Mortality and Expense Risk Fees .89% per annum

Total Separate Account Annual Expenses .89% per annum

FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
(NET OF REIMBURSEMENTS)(2)

<TABLE>
<CAPTION>
T. Rowe
Price
Money Asset Growth & Growth
Market Growth Manager Index 500 Contrafund Bond Income Stock
Portfolio Portfolio Portfolio Portfolio* Portfolio Series Series Fund
--------- --------- --------- ---------- ---------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) Management Fee
(% of average net
assets)....................... 0.21% 0.60% 0.55% 0.24% 0.60% 0.50% 0.50% 0.57%
(b) Other Expenses
(% of average net
assets)....................... 0.10% 0.09% 0.10% 0.04% .11% 0.25% 0.07% 0.18%
(c) Total Annual Expenses
of Underlying Funds........ 0.31% 0.69% 0.65% 0.28% .71% 0.75% 0.57% 0.75%

International Worldwide
Stock Genesis Partners Growth
Fund Trust Trust Portfolio**
------------- ------- -------- -----------
<S> <C> <C> <C> <C>
(a) Management Fee
(% of average net
assets)....................... 0.37% 1.17% 0.82% 0.66%
(b) Other Expenses
(% of average net
assets)....................... 0.26% 0.19% 0.09% 0.08%
(c) Total Annual Expenses
of Underlying Funds........ 0.85% 1.26%(1) 0.91%(1) 0.74%
</TABLE>

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

* Effective August 27, 1992 (commencement of operations) the Portfolio's
investment adviser voluntarily agreed to limit expenses to .28% of average
net assets.

** Management fees for Growth, Aggressive Growth, Capital Appreciation,
International Growth, Worldwide Growth, Balance and Equity Income Portfolios
reflect a reduced fee schedule effective July 1, 1997. The management fee for
each of these Portfolios reflects the new rate applied to net assets as of
December 31, 1997. Other expenses are based on gross expenses of the Shares
before expense offset arrangements for the fiscal year ended December 31,
1997. The information for each Portfolio other than the Flexible Income
Portfolio is net of fee waivers or reductions from Janus Capital. Fee
reductions for the Growth, Aggressive Growth, Capital Appreciation,
International Growth, Worldwide Growth, Balance and Equity Income Portfolios
reduce the management fee to the level of the corresponding Janus retail
fund. Other waivers, if applicable, are first applied against the management
fee and then against other expenses. Without such waivers of reductions, the
Management Fee, Other Expenses and Total Operating Expenses for the shares
would have been 0.74%, 0.04%, and 0.78% for Growth Portfolio; 0.74%, 0.04%,
and 0.78% for Aggressive Growth Portfolio; 1.14%, 1.05%, and 2.19% for
Capital Appreciation Portfolio; 0.79%, 0.29% and 1.08% for International
Growth Portfolio; 0.729%, 0.09% and 0.81% for Worldwide Growth Portfolio;
0.77%, 0.06% and 0.83% for Balance Portfolio; 0.76%, 4.99%, and 5.75% for
Equity Income Portfolio; 0.75%, 2.52% and 3.27% for High-Yield Portfolio; and
0.25%, 0.30% and 0.55% for Money Market Portfolio, respectively. Janus
Capital may modify or terminate the waivers or reductions at any time upon at
least 90 days' notice to the Trustees.

(1) Combined management, administration and other expenses as reported by the
Trusts.

6
<PAGE> 10

EXAMPLES

<TABLE>
<CAPTION>
SEPARATE CONDITIONS TIME PERIODS
ACCOUNT A PARTICIPANT WOULD PAY THE FOLLOWING EXPENSES ON A -------------------------------------
SERIES $1,000 INVESTMENT ASSUMING 5% ANNUAL RETURN ON ASSETS: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- ------------------------------------------------------ ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Money (a) upon surrender at the end of the stated time (a) $78 $ 88 $ 99 $145
Market period
Portfolio
(b) if the Certificate WAS NOT surrendered (b) 12 38 66 145
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Growth Same (a) 81 100 118 188
Portfolio
(b) 16 50 86 188
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Asset Same (a) 81 98 116 183
Manager
Portfolio
(b) 16 49 84 183
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Index 500 Same (a) 77 88 97 142
Portfolio
(b) 12 37 64 142
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Contrafund Same (a) 81 100 119 190
Portfolio
(b) 16 50 87 190
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Bond Same (a) 82 101 121 194
Series
(b) 17 52 89 194
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
T. Rowe Price Same (a) 80 96 112 175
Growth &
Income
Series
(b) 15 46 80 175
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Growth Same (a) 82 101 121 194
Stock
Fund
(b) 17 52 89 194
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Prime Same (a) 81 98 115 181
Reserve
(b) 15 48 83 181
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
International Same (a) 83 104 126 205
Stock
Fund
(b) 18 55 94 205
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Genesis Same (a) 87 116 146 248
Trust
(b) 22 67 115 248
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Partners Same (a) 83 106 129 212
Trust
(b) 18 57 97 212
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
Worldwide Same (a) 82 103 121 193
Growth
Portfolio
(b) 17 51 89 193
- ------------- ------------------------------------------------------ --- ------ ------- ------- --------
</TABLE>

7
<PAGE> 11

EXPLANATION OF FEE TABLE AND EXAMPLES

1. The purpose of the foregoing tables and examples is to assist the Participant
in understanding the various costs and expenses that he or she will bear
directly or indirectly. The table reflects expenses of the Separate Account
as well as the underlying Funds. For additional information see "Contract
Charges," beginning on page 12.

2. The investment adviser to the Index 500 Portfolio voluntarily reimbursed
certain expenses of the Portfolio. If there had been no reimbursement, total
expenses would have been 0.40% (see the Variable Insurance Products Fund II
prospectus for more information).

3. Premium taxes are not reflected. Presently, premium taxes ranging from 0% to
2.35% (3.50% in Nevada) may be deducted from each Purchase Payment or upon
annuitization. However, Security First Life presently deducts premium tax
only from amounts annuitized.

4. NEITHER THE TABLE NOR THE EXAMPLES ARE REPRESENTATIONS OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

8
<PAGE> 12

CONDENSED FINANCIAL INFORMATION

The following table which sets forth condensed financial information on
accumulation units respecting Contracts issued under this prospectus through the
Separate Account A, is derived from the financial statements of the Separate
Account which has been audited by Ernst & Young LLP, the Separate Account's
independent auditors. The beginning AUV and the number of units outstanding are
derived from the records of the Separate Account. The information should be read
in conjunction with the financial statements, related notes and other financial
information in the Statement of Additional Information. No units of the Series
NG (Genesis Trust), Series NP (Partners Trust) and Series JW (Worldwide Growth
Portfolio) were outstanding at December 31, 1997.

<TABLE>
<CAPTION>
From Twelve Five Twelve Twelve Twelve Twelve
Inception Months Months Months Months Months Months
to Ended Ended Ended Ended Ended Ended
Separate Account Series 7/31/92 7/31/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
----------------------- --------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Series B (Bond Series)
Beg. AUV (7/1/92)................. 14.55 14.91 16.20 16.48 15.77 18.25 18.60
End. AUV.......................... 14.91 16.20 16.48 15.77 18.25 18.60 20.11
End. No. Qualified AUs............ 2.79 4,302 5,563 8,014 12,416 11,642 39,681
Series G (T. Rowe Price Growth and
Income Series)
Beg. AUV (7/1/92)................. 23.02 23.45 25.27 26.64 27.17 35.31 42.57
End. AUV.......................... 23.45 25.27 26.64 27.17 35.31 42.57 53.68
End. No. Qualified AUs............ 4,450 55,454 77,399 154,223 192,251 246,547 504,233
Series P (T. Rowe Price Prime Re-
serve Fund)
Beg. AUV (7/1/92)................. 11.75 11.77 11.98 12.07 12.40 12.97 13.49
End. AUV.......................... 11.77 11.98 12.07 12.40 12.97 13.49 14.05
End. No. Qualified AUs............ 478 6,383 3,478 5,823 8,447 4,008 6,866
Yield............................. 2.09% 1.60% 1.75% 4.50% 4.11% 4.01% 4.07%
Series T (T. Rowe Price Growth Stock
Fund)
Beg. AUV (7/1/92)................. 18.91 19.30 20.98 23.45 23.44 30.44 36.72
End. AUV.......................... 19.30 20.98 23.45 23.44 30.44 36.72 46.06
End. No. Qualified AUs............ 3,783 43,092 57,382 134,441 177,235 236,072 1,033,735
Series I (T. Rowe Price
International Stock Fund)
Beg. AUV (7/24/92)................ 5.00 5.09 5.73 6.85 6.74 7.45 8.57
End. AUV.......................... 5.09 5.73 6.85 6.74 7.45 8.57 8.72
End. No. Qualified AUs............ 139 55,890 95,649 330,647 461,265 642,883 865,412
Series FA (Asset Manager)
Beg. AUV (9/15/93)................ 5.00 5.37 5.00 5.79 6.58
End. AUV.......................... 5.37 5.00 5.79 6.58 7.87
End. No. Qualified AUs............ 39,393 353,650 556,478 681,763 831,316
Series FG (Growth Portfolio)
Beg. AUV (9/16/93)................ 5.00 5.14 5.10 6.84 7.77
End. AUV.......................... 5.14 5.10 6.84 7.77 9.51
End. No. Qualified AUs............ 31,169 182,029 480,578 735,622 903,383
</TABLE>

9
<PAGE> 13

FINANCIAL INFORMATION

Financial Statements of the Separate Account and Security First Life are
contained in the Statement of Additional Information.

DESCRIPTION OF SECURITY FIRST LIFE INSURANCE COMPANY,
THE SEPARATE ACCOUNT AND THE FUNDS

THE INSURANCE COMPANY

Security First Life is a stock life insurance company founded in 1960 and
organized under the laws of the State of Delaware. Its principal executive
offices are located at 11365 West Olympic Boulevard, Los Angeles, California
90064. Security First Life is a wholly-owned subsidiary of Security First Group,
Inc. ("SFG"). Security First Group, Inc. ("SFG"), the parent of Security First
Life, is a wholly-owned subsidiary of Metropolitan Life Insurance Company
("MetLife"), a New York mutual life insurance company. MetLife, with assets of
$167 billion at June 30, 1997, is the second largest life insurance company in
the United States in terms of total assets. As a mutual life insurance company,
MetLife has no shareholders. Security First Life is authorized to transact the
business of life insurance, including annuities. Security First Life presently
is licensed to do business in 49 states and the District of Columbia.

THE SEPARATE ACCOUNT

The Separate Account was established by Security First Life on May 29, 1980,
in accordance with the provisions of the Delaware Insurance Code. It is
registered with the SEC as a unit investment trust under the 1940 Act.
Registration with the SEC does not involve supervision by the SEC of the
management or investment practices or policies of the Separate Account or
Security First Life.

The Separate Account and each Series therein are administered and accounted
for as part of the general business of Security First Life, but the income and
realized capital gains or losses of each Series are credited to or charged
against the assets held for that Series in accordance with the terms of the
Contracts. This is done without regard to the income, realized capital gains or
losses of any other Series or the experience of Security First Life in any other
business it may conduct. The assets of each of these Series are not chargeable
with the liabilities of any other Series, or liabilities arising out of any
other business Security First Life may conduct.

The obligations under the Contract, including the guarantee to make Annuity
payments, are general corporate obligations of Security First Life, and all of
Security First Life's general account assets are available to meet its expenses
and obligations to make the Variable Annuity payments. However, while Security
First Life is obligated to make the Variable Annuity payments under the
Contract, the amount of such payments is guaranteed only to the extent of the
level amount calculated as of the anniversary of the Annuity Date. (See "Level
Payments Varying Annually," page 15.)

The Separate Account is divided into a number of Series of Accumulation and
Annuity Units, nine of which are offered under the Contracts. Each Series
invests in the shares of one of the Funds. The Funds consist of (i) the Money
Market Portfolio and Growth Portfolio of the Variable Insurance Products Fund;
(ii) the Asset Manager Portfolio Index 500 Portfolio and Contrafund Portfolio of
the Variable Insurance Products Fund II; (iii) the Bond Series and T. Rowe Price
Growth and Income Series of the Security First Trust; (iv) the T. Rowe Price
Growth Stock Fund and T. Rowe Price International Stock Fund; (v) the Neuberger
& Berman Genesis Trust and the Neuberger & Berman Partners Trust and (vi) the
Worldwide Growth Portfolio of the Janus Aspen Series. The shares of each Fund
are purchased, without sales charge, for the corresponding Series at the net
asset value per share next determined following receipt of the applicable
payment. Any dividend or capital gain distributions received from a Fund are
reinvested in Fund shares which

10
<PAGE> 14

are retained as assets of the applicable Series. Fund shares will be redeemed
without fee to the Series to the extent necessary for Security First Life to
make Annuity or other payments under the Contract.

Investments in one or more of the Funds shall be determined by agreement
between Security First Life and the Owner of the Contract. As a result all of
the Funds described in this prospectus may not be available to Participants
under a particular Contract.

If shares of any Fund should no longer be available for investment by a
Series, or, if in the judgment of Security First Life's management further
investment in shares of any Fund becomes inappropriate in view of the purposes
of the Contracts, Security First Life may substitute for each Fund share already
purchased, and apply future Purchase Payments under the Contracts to the
purchase of, shares of another Fund or other securities. No substitution of
securities of any Series may take place, however, without the prior approval of
the SEC.

THE FUNDS

Each of the Funds is an open-end management investment company, or series
thereof, registered with the SEC under the 1940 Act. Such registration does not
involve supervision by the SEC of the investments or investment policies of the
Funds. There can be no assurance that the investment objectives of the Funds
will be achieved.

Variable Insurance Products Fund and Variable Insurance Products Fund II are
Massachusetts business trusts. Each is divided into separate portfolios. The
following portfolios from these trusts are available under the Contracts:

Money Market Portfolio seeks to obtain as high a level of current income as
is consistent with preserving capital and providing liquidity. The portfolio
will invest only in high quality U.S. dollar denominated money market securities
of domestic and foreign issuers.

Growth Portfolio seeks to achieve capital appreciation normally through the
purchase of common stocks (although the portfolio's investments are not
restricted to any one type of security). Capital appreciation may also be found
in other types of securities, including bonds and preferred stocks.

Asset Manager Portfolio seeks high total return with reduced risk over the
long-term by allocating its assets among stocks, bonds and short-term, fixed
income instruments.

Index 500 Portfolio seeks investment results that correspond to the total
return (i.e., the combination of capital changes and income) of common stocks
publicly traded in the United States, as represented by the Standard & Poor's
500 Composite Stock Price Index while keeping transaction costs and other
expenses low.

Contrafund Portfolio seeks capital appreciation by investing in companies
that the investment adviser believes to be undervalued due to an overly
pessimistic appraisal by the public.

FMR is the investment adviser to each of the portfolios of the Variable
Insurance Products Fund and the Variable Insurance Products Fund II.

The Security First Trust is a Massachusetts business trust which has a
number of series, two of which, the Bond Series and T Rowe Price Growth and
Income Series, are available under the Contracts:

Bond Series seeks to achieve the highest investment income over the
long-term consistent with the preservation of principal through investment
primarily in marketable debt instruments. Growth of principal and income will
also be objectives with respect to up to 10% of the Bond Series' assets which
may be invested in common and preferred stocks; and

T. Rowe Price Growth and Income Series seeks capital growth and a reasonable
level of current income. While this series will generally invest in common
stocks and other equities, it may, depending on economic conditions, reduce such
investments and substitute fixed income instruments.

T. Rowe Price Growth Stock Fund. The investment objective of the T. Rowe
Price Growth Stock Fund, Inc. is long-term growth of capital and increasing
dividend income through investment primarily in common stocks of well-
established growth companies.

T. Rowe Price International Stock Fund. The investment objective of the T.
Rowe Price International Stock Fund is total return on its assets from long-term
growth of capital and income, principally through investments in common stocks
of established non-U.S. companies. Investments may be made solely for capital
appreciation or solely for income or any combination of both for the purpose of
achieving a higher overall return.

11
<PAGE> 15

Neuberger & Berman Genesis Trust. The investment objective of the trust, and
the portfolio in which it invests, is capital appreciation. The portfolio
invests primarily in common stocks of companies with small market
capitalizations ("small-cap companies"), using the value-oriented investment
approach.

Neuberger & Berman Partners Trust. The investment objective of the trust,
and the portfolio in which it invests, is to seek capital growth. The portfolio
invests principally in common stocks of medium and large capitalization
established companies, using the value-oriented investment approach.

Janus Aspen Series Wordwide Growth Portfolio. The investment objective of
the portfolio is long term growth of capital in a manner consistent with
preservation of capital. The portfolio pursues this objective primarily through
investments in common stocks of foreign and domestic issuers (normally in
issuers of at least five different countries, including the United States).

The investment adviser and manager to each of the Series of the Security
First Trust is Security Management, a wholly-owned subsidiary of SFG and an
affiliate of Security First Life and Security First Financial, Inc., (See
"Principal Underwriter," page 12.) Price Associates, is a sub-adviser to
Security Management with respect to the T. Rowe Price Growth and Income Series
and Neuberger & Berman LLC is subadviser to Security Management with respect to
the Bond Series. Price Associates is the investment adviser to the T. Rowe Price
Growth Stock Fund, Inc. Rowe Price-Fleming International, Inc. is the investment
adviser to T. Rowe Price International Stock Fund. Rowe Price-Fleming
International Inc., was founded in 1979 as a joint venture between T. Rowe Price
Associates, Inc. and Robert Fleming Holdings Limited. Neuberger & Berman is the
investment adviser to the respective portfolios in which Neuberger & Berman
Genesis Trust and Neuberger & Berman Partners Trust invest. Janus Capital
Corporation is the investment adviser to the Worldwide Growth Portfolio of Janus
Aspen Series.

Funds are available solely to registered separate accounts offering variable
annuity and variable life products of participating insurance companies and
entities permitted under Section 817(h) of the Code (except for T. Rowe Price
Growth Stock Fund, T. Rowe Price International Stock Fund, Neuberger & Berman
Genesis Trust, Neuberger & Berman Partners Trust and the Worldwide Growth
Portfolio of Janus Aspen Series) which are publicly offered. Although it is not
anticipated that any disadvantage will result, there is a possibility that a
material conflict may arise between the interest of the Separate Account and one
or more of the other separate accounts participating in the Funds. A conflict
may occur due to a change in law affecting the operations of variable life and
variable annuity separate accounts, differences in the voting instructions of
our Owners and those of other companies, or some other reason. In the event of a
conflict, the Separate Account will take any steps necessary to protect Owners
and variable annuity payees, which may include withdrawal of amounts invested in
the Fund by the Separate Account.

The rights of Owners, Participants or Beneficiaries to instruct Security
First Life on voting shares of the Funds are described under "Voting Rights,"
page 20.

Detailed information about the Funds, their investment objectives,
investment portfolios and charges may be found in the prospectuses of the Funds.
An investor should carefully read the Funds' prospectuses before investing.
Prospectuses for the underlying Funds may be obtained without charge by written
request addressed to: Security First Life Insurance Company, P.O. Box 92193, Los
Angeles, California 90009.

PRINCIPAL UNDERWRITER

Security First Financial, Inc., 11365 West Olympic Boulevard, Los Angeles,
California 90064, a broker-dealer registered under the Securities Exchange Act
of 1934 and a member of the National Association of Securities Dealers, Inc., is
the principal underwriter for the Contracts. Security First Financial, Inc., is
a Delaware corporation and a subsidiary of SFG.

SERVICING AGENT

Security First Life receives certain administrative services such as office
space, supplies, utilities, office equipment, travel expenses and periodic
reports pursuant to an agreement with SFG.

CUSTODY OF SECURITIES

All assets of the Separate Account are held in the custody of Security First
Life. The assets of each Series will be kept physically segregated by Security
First Life and held separate from the assets of the other Series and of any
other

12
<PAGE> 16

firm, person or corporation. Additional protection for the assets of the
Separate Account is afforded by fidelity bonds covering all of Security First
Life's officers and employees.

CONTRACT CHARGES

Security First Life represents that the charges deducted under the Contract,
described below, are, in the aggregate, reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by Security
First Life.

Charges under the Contract are assessed for the following: (i) premium
taxes, if any and (ii) daily deduction for the assumption of mortality and
expense risks. These risk charges may not be changed under the Contract, and
Security First Life may derive a profit from them.

A Participant should note that there are deductions from and expenses paid
out of the assets of the Funds that are described in prospectuses for the Funds.

PREMIUM TAXES

Certain state and governmental entities impose a premium tax of up to 2.35%
(3.50% in Nevada) of Purchase Payments or amounts applied to an Annuity option.
The Contracts permit Security First Life to deduct any applicable premium taxes
from the Contract Value at or after the time they are incurred. Until further
notice, Security First Life will deduct any premium tax only from amounts
applied to an Annuity option.

SURRENDER CHARGES

No sales charge is deducted from any Purchase Payment. However, a surrender
charge (contingent deferred sales charge) may be imposed upon a partial or full
surrender of the Participant's Account. The surrender charge covers expenses
relating to the sale of the Contracts, including commissions paid to sales
personnel and other promotional costs.

Partial or full surrenders of a Participant's Account before the fifth
anniversary of the Certificate Date will be subject to a surrender charge equal
to a percentage of the amount of the surrender, based upon the number of years
since the Certificate Date. Any full or partial surrender on or after the fifth
anniversary of the Certificate Date will not be subject to a surrender charge,
and no surrender charge will be imposed in the event of a surrender as a result
of death, disability, termination of employment, retirement or hardship under
the terms of the Plan.

TABLE OF SURRENDER CHARGES

7% for amounts surrendered in first Certificate Year
6% for amounts surrendered in second Certificate Year
5% for amounts surrendered in third Certificate Year
4% for amounts surrendered in fourth Certificate Year
3% for amounts surrendered in fifth Certificate Year
0% after the fifth Certificate Year

In no event will surrender charges imposed exceed 9% of Purchase Payments.
In addition, no surrender charge will be deducted from any amount transferred to
another group annuity contract issued by Security First Life to the Owner in
accordance with the terms of the Plan.

Surrenders of a Participants account for transfer to other investment
providers to the Plan will be permitted at the annuity value of the
Participant's account until the sum of all Participant transfers at annuity
value to such other investment providers from the Contract and any of the other
group annuity contracts issued by Security First Life to the Plan exceeds in any
calendar year an amount equal to 15% of the total annuity values of
Participant's accounts in Security First Life's group annuity contracts issued
to the Plan as of the prior December 31. Once this 15% limit has been reached,
all subsequent surrenders of Participants' accounts for transfer to such other
investment providers during the remainder of the calendar year will be made at
the cash values of Participant's accounts.

Unless otherwise agreed to by Security First Life and the Owner, should a
Participant have an existing annuity account with Security First Life under a
group annuity contract issued to the Owner in accordance with the terms of the
Plan and concurrently with the issuance of the Contract, and should the
certificate date under such other annuity (the "Alternate Certificate Date")
precede the Certificate Date, then the Certificate Date used in the
determination of surrender charges under this Contract will be the Alternate
Certificate Date.

13
<PAGE> 17

MORTALITY AND EXPENSE RISK CHARGES

The minimum death benefit provided for by the Contract requires Security
First Life to assume a mortality risk that the Participant's Account will be
less than the Participant's Purchase Payments adjusted for prior surrenders
and/or amounts applied to Annuity options. (See "Death Before the Annuity Date,"
page 18.) Further, because the Contract provides life Annuity options, Security
First Life assumes a mortality risk that the death rate of Participants as a
group will be lower than the death rate upon which the mortality tables
specified in the Contract are based. In addition, Security First Life assumes
the risk that the charges it receives under the Contracts may be insufficient to
cover its actual costs. As compensation for assuming these risks, Security First
Life will make a deduction of .002438% on a daily basis (.89% per year) from the
value of the Separate Account assets funding the Contract.

If Security First Life has gains from mortality and expense risk charges
over its costs of assuming these risks, it may use the gains in its discretion,
including reduction of expenses incurred distributing the Contracts.

ADMINISTRATION FEES

An administration fee of not more than $12.00 per year may be deducted
annually from the Participant's interest in the Separate Account at such times
as are specified in the Contract. Contract administration expenses include the
cost of policy issuance; salaries; rent; postage; telephone and travel expenses;
legal, administrative, actuarial and accounting fees; periodic reports; office
equipment; stationery; office space; and custodial expenses. These fees will not
exceed the cost of providing such administration services.

FREE LOOK PERIOD

The Contract provides for an initial "Free Look" period. The Owner has the
right to return the Contract within 20 days (or such longer period as required
by state law) after the Owner receives the Contract by delivering or mailing it
to Security First Life at its administrative office. If the Contract is mailed,
it will be deemed mailed on the date of the postmark or, if sent by certified or
registered mail, the date of certification or registration. The returned
Contract will be treated as if the Company never issued it, and the Company will
refund the Purchase Payments or, if required by state law, the greater of the
Purchase Payments or the account value.

DESCRIPTION OF THE CONTRACT

GENERAL

The Contract described in this prospectus is designed to provide Variable
Annuity benefits to employees to fund in whole or in part deferred compensation
plans which qualify under the provisions of Section 457 of the Code.

A group contract is issued to an employer or to a trust of a plan which will
be the Owner, covering all present and future Participants. Each Participant
completes an enrollment form and arranges for Purchase Payments to begin. No
certificates are issued to Participants under deferred compensation plans since
all ownership rights in the Contract are held by the employer or the Plan trust.
The Contract may be restricted by the governing instrument of a Plan as to the
exercise by the Participant of his or her rights under the Contract.
Participants and Owners should refer to the Plan for information concerning
these restrictions.

PURCHASE PAYMENTS

Purchase Payments may be made at any time. The minimum Purchase Payment for
each Participant is $20, and Purchase Payments must total at least $240 a year.
Purchase Payments will be allocated to one or more Series of the Separate
Account in accordance with the election of the Participant.

TRANSFERS

Accumulation Units may be transferred among the Series of the Separate
Account at any time. Transfer instructions may be communicated in writing or, if
permitted by Security First Life, by telephone. If telephone transfers of
Accumulation Units are permitted, the Participant will be required to complete
an authorization in a form provided by Security First Life. Security First Life
will employ reasonable procedures to confirm that telephone instructions are
genuine (including requiring one or more forms of personal identification), and
Security First will not be liable for following instructions it reasonably
believes to be genuine.

Accumulation Units will be transferred on the first Valuation Date after
receipt of written or telephone instructions. Because Accumulation Unit values
are determined at the time of the close of the New York Stock Exchange
(currently 4:00 P.M. Eastern Time), transfers received after that time will be
effected as of the next Valuation Date.

Annuity Units may be transferred among the Series of the Separate Account at
any time. Transfers of Annuity Units may only be elected in writing and will be
effective on the first Valuation Date following receipt of the instructions.

14
<PAGE> 18

A minimum of $500 or the value of the Series must be transferred from one
Series to one or more of the other Series.

TRANSFERS TO ANOTHER CONTRACT

Participants may transfer all or a portion of the annuity value of the
Participant's Account to another group annuity contract issued by the Company to
the Owner of the group Contract with respect to the Plan. The minimum transfer
is the lesser of $500 or the value of the Participant's interest in the Series
from which the transfer is made.

MODIFICATION OF THE CONTRACT

The Contract guarantees that Annuity payments involving life contingencies
will be based on the minimum guaranteed Annuity purchase rates incorporated in
the Contract, regardless of actual mortality experience. The Contract also
includes provisions legally binding on Security First Life with respect to
surrenders, death benefits and maximum charges, fees and deductions from a
Participant's Account. Security First Life may only change such provisions to
the extent permitted by the Contract: (i) with respect to any Purchase Payments
received as a tax free exchange under the Code after the effective date of
change; (ii) with respect to benefits and values provided by Purchase Payments
made after the effective date of the change to the extent that such Purchase
Payments in any Contract Year exceed the first year's Purchase Payments; or
(iii) to the extent necessary to conform the Contract to any federal or state
law, regulation or ruling.

A Contract may also be modified by written agreement between Security First
Life and the Owner.

Inquiries about Contract provisions should be made in writing to: Security
First Life Insurance Company, P.O. Box 92193, Los Angeles, California 90009.

ASSIGNMENTS

The Contract permits a Participant to assign his or her rights under it.
However, deferred compensation plans which conform to the requirements under
Section 457 of the Code do not permit Participants to have any direct rights in
the Contract.

ACCUMULATION PERIOD

CREDITING ACCUMULATION UNITS

Accumulation Units are credited to a Series upon receipt of each Purchase
Payment or upon transfer. The number of Accumulation Units to be credited is
determined by dividing the net amount allocated to a Series by the value of an
Accumulation Unit in the Series next computed following receipt of the payment
or transfer.

VALUATION OF ACCUMULATION UNITS

The current value of Accumulation Units of a Series varies with the
investment experience of the Fund in which the assets of the Series are
invested. Such value is determined each business day at the close of the New
York Stock Exchange (currently 4:00 P.M. Eastern Time) by multiplying the value
of an Accumulation Unit in the Series on the immediately preceding Valuation
Date by the net investment factor for the period since that day. (See "Net
Investment Factor," below.) The Participant bears the investment risk that the
current value of Accumulation Units invested in a Series may, at any time, be
less than the amounts originally allocated to the Series.

NET INVESTMENT FACTOR

The net investment factor is an index of the percentage change (adjusted for
distributions by the Fund and the deduction of the mortality and expense risk
fees) in the net asset value of the Fund in which a Series is invested since the
preceding Valuation Date. The net investment factor may be greater or less than
or equal to one, depending upon the Fund's investment performance.

SURRENDERS

The Owner and, to the extent permitted by the Plan, a Participant may
surrender all or a portion of his or her cash value at any time prior to the
Annuity Date. A surrender may result in adverse federal income tax consequences
to a Participant including current taxation of the distribution and a penalty
tax on a premature distribution. (See "Federal Income Tax Status," page 19.) A
Participant should consult his or her tax adviser before requesting a surrender.

The cash value of a Participant's interest in the Separate Account prior to
the Annuity Date may be determined at any time by multiplying the number of
Accumulation Units for each Series credited to the Contract by the current value
of an Accumulation Unit in the Series and subtracting the surrender charges, if
any. Upon receipt of a written request for

15
<PAGE> 19

a full or partial surrender, Security First Life will calculate the surrender
amount using the Accumulation Unit value next computed after receipt of such
request.

A request for a partial surrender from more than one Series must specify the
allocation of the partial surrender among the Series. No partial withdrawal may
be made that would cause a Participant's interest in any Series to have a value
after the surrender of less than $500, unless the entire amount allocated to
such Series is being surrendered.

Payment of any amount surrendered from the Series will be made within seven
days of the date the written request is received by Security First Life.
Surrenders may be suspended when: (i) trading on the New York Stock Exchange is
restricted by the SEC or such Exchange is closed for other than weekends or
holidays; (ii) the SEC has by order permitted such suspension; or (iii) an
emergency as determined by the SEC exists making disposal of portfolio
securities or valuation of assets of the Funds not reasonably practicable.

SYSTEMATIC WITHDRAWAL OPTION

Participants who are eligible to receive payments under the Plan may elect a
systematic withdrawal option. Under this option, the Participant elects a
benefit commencement date, a frequency of payment, and a payout term (the number
of years over which the benefit payments are to be paid) regarding his or her
entire Participant's account, (and any other annuity accounts the Participant
has with the Company under the plan). The payout term must comply with Section
401(a)(9) of the Code. The initial payment amount will be determined using the
most recent annuity value, the payment frequency, the payout term, and an
assumed earnings rate determined by the Company. The payment amount will be
recalculated periodically so that the account will be paid out over the term
specified by the Participant in substantially non-increasing payments.
Participants who have commenced the systematic withdrawal option may continue to
transfer undistributed account values between investment options.

STATEMENT OF ACCOUNT

Prior to the Annuity Date, each Participant will be provided with a written
statement of account each calendar quarter in which a transaction occurs. In no
event will a statement of account be provided less often than once annually. The
statement of account will show all transactions for the period being reported.
It will also show the number of Accumulation Units of each Series in the
Participant's Account, the current Accumulation Unit Value for each Series, and
the value of the Participant's Account as of the end of the reporting period.

Although care is taken to ensure the accuracy of allocations and transfers
to and within the Separate Account, the possibility of an error still exists.
Owners are asked to review their statements and confirmations of transactions
carefully and to promptly advise Security First Life of any discrepancy.
Allocations and transfers reflected in the statements will be considered final
at the end of 60 days from the date of the statement.

ANNUITY BENEFITS

ANNUITY PAYMENTS

Unless otherwise elected by the Participant, the Participant's interest in
the Separate Account will be applied to provide a Variable Annuity. The dollar
amount of the Variable Annuity payments will reflect the investment experience
of the Series in which Annuity Units are held but will not be affected by
adverse mortality experience which may exceed the mortality risk charge provided
for under the Contract.

LEVEL PAYMENTS VARYING ANNUALLY

Under the Contract, Variable Annuity payments are determined annually rather
than monthly so that Annuity payments, uniform in amount, are made monthly
during each Annuity year. The level of payments for each year is based on the
investment performance of the Series up to the Valuation Date as of which the
payments are determined for the year. Thus, amounts of the Annuity payments vary
with the investment performance of the Series from year to year rather than from
month to month.

The monthly Variable Annuity payments for the first year will be determined
on the last Valuation Date of the second calendar week preceding the Annuity
Date by using a formula described in the Contract. On each anniversary of the
Annuity Date, Security First Life will determine the amount of monthly payments
for the year then beginning. This is determined by multiplying the number of
Annuity Units in each Series from which payments are to be made by the Annuity
Unit value of that Series for the Valuation Period in which the first payment
for that year is due.

16
<PAGE> 20

The amount required to make the year's Variable Annuity payments is
transferred to the General Account of Security First Life at the beginning of
the Annuity year. Although an amount in the Separate Account is credited to an
Annuitant and transferred to the General Account to make Annuity payments, it
should not be inferred that the Annuitant has any property rights in this
amount. The Annuitant has only a contractual right to Annuity payments from the
amount credited to him or her in the Separate Account.

The monthly Annuity payments are made from the General Account with interest
credited using the Assumed Investment Return of 4.25% or the alternative Assumed
Investment Return selected by Participant. Security First Life will experience
profit or loss on the amounts placed in the General Account to provide level
monthly payments during the year to the extent that net investment income and
gains in the General Account exceed or are lower than the Assumed Investment
Return.

Because Annuity payments for the year are set at the beginning of the year,
the Annuitant will not benefit from increases in Annuity Unit values during the
year and likewise will not be at risk for decreases during the year. However,
such increases and decreases will be reflected in the calculation of Annuity
payments for the subsequent year.

ASSUMED INVESTMENT RETURN

Variable Annuity payments will vary from payments based on the Assumed
Investment Return depending on whether the investment experience of the Separate
Account Series is better or worse than the Assumed Investment Return. The choice
of the Assumed Investment Return affects the pattern of annuity payments. Over a
period of time, if the Separate Account achieves a net investment result equal
to the Assumed Investment Return applicable to a particular option, Annuity
payments would be level. However, if the Separate Account achieves a net
investment result greater than the Assumed Investment Return, the amount of
Annuity payments would increase each year. Similarly, if the Separate Account
achieves a net investment result less than the Assumed Investment Return, the
amount of the Annuity payments would decrease each year.

Although a higher initial payment would be received under a higher Assumed
Investment Return, there is a point in time after which payments under a lower
Assumed Investment Return would be greater, assuming payments continue through
that point in time. The effect of a higher or lower Assumed Investment Return
can be summarized as follows: a higher Assumed Investment Return will result in
a larger initial payment but more slowly rising or more rapidly falling
subsequent payments than a lower Assumed Investment Return.

Unless otherwise elected, the Assumed Investment Return will be 4.25% per
annum. To the extent permitted by state law and regulations, Security First Life
will permit an election of an Assumed Investment Return of 3.50%, 5% or 6%. It
should not be inferred, however, that such returns will bear any relationship to
the actual net investment experience of the Series.

ELECTION OF ANNUITY DATE AND FORM OF ANNUITY

The Annuity Date and the form of Annuity payment are elected by the
Participant. Unless an earlier date is elected by the Participant in accordance
with the provisions of the Plan, Annuity payments must commence not later than
the Normal Annuity Date. An optional Annuity Date of the first day of any month
prior to the Normal Annuity Date may be elected (if consistent with the terms of
the Plan), provided that the election must be made at least 31 days before the
optional Annuity Date.

The normal form of Annuity payment under the Contract is Option 2, a life
Annuity with 120 monthly payments certain. Unless elected otherwise, Option 2
will be automatically applied. Changes in the form of Annuity Payment may be
made at any time up to 31 days prior to the date on which Annuity payments are
to begin. Options 1 through 4 may be elected as either Variable Annuities or
Fixed Annuities; Option 5 may only be elected as a Fixed Annuity. The first
year's Annuity payments described in Options 1 through 4 are determined on the
basis of (i) the mortality table specified in the Contract, (ii) the age of the
Participant, (iii) the type of Annuity payment option(s) selected, and (iv) the
Assumed Investment Return selected. Fixed Annuity payments described in Option 5
are determined on the basis of (i) the number of years in the payment period and
(ii) the interest rate guaranteed with respect to the option.

The United States Supreme Court in its decision entitled Arizona Governing
Committee for Tax Deferred Annuity and Deferred Compensation Plans v. Norris
determined that an employer subject to Title VII of the Civil Rights Act of 1964
may not offer to its employees the option of receiving retirement benefits
calculated on the basis of sex. The Company will issue contracts which comply
with the Norris decision and state law.

17
<PAGE> 21

OPTION 1 -- LIFE ANNUITY

An Annuity payable monthly during the lifetime of an individual, ceasing
with the last payment due prior to the death of an individual. This option
offers the maximum level of monthly payments since there is no guarantee of a
minimum number of payments or of death benefits for Beneficiaries.

OPTION 2 -- 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN

An Annuity payable monthly during the lifetime of an individual with a
guaranteed minimum number of monthly payments not less than 120, 180 or 240
months, as elected. If at the death of the individual the specified number of
payments have not been made, Annuity payments will be continued during the
remainder of such period to the designated Beneficiary.

OPTION 3 -- INSTALLMENT REFUND LIFE ANNUITY

An Annuity payable monthly during the lifetime of an individual with a
guaranteed minimum number of monthly payments equal to the amount applied under
this option divided by the first monthly payment. Any payment made to the
designated Beneficiary after death of the individual will stop when Security
First Life has paid out a total number of payments equal to the minimum number
of payments.

OPTION 4 -- JOINT AND LAST SURVIVOR ANNUITY

An Annuity payable monthly during the joint lifetime of two individuals and
thereafter during the lifetime of the survivor, ceasing with the last payment
due prior to the death of the survivor.

OPTION 5 -- DESIGNATED PERIOD ANNUITY -- FIXED DOLLAR ONLY

A fixed dollar Annuity payable monthly for a specified number of years from
5 to 30. The amount of each payment will be based on an interest rate determined
by Security First Life, that will not be less than 3.0% per annum. Fixed Annuity
payments under this option are made from the General Account and may not be
commuted to a lump sum, except as provided under "Death Benefits," page 18.

FREQUENCY OF PAYMENT

Payments under all options will be made on a monthly basis, unless
quarterly, semi-annual, or annual payments are requested by the Participant in
accordance with the Plan. If at any time any Variable Annuity payments under any
Series or Fixed Annuity payments are or become less than $50, Security First
Life shall have the right to decrease the frequency of payments to such interval
as will result in a payment of at least $50 from each Series or under the Fixed
Annuity.

ANNUITY UNIT VALUES

The value of an Annuity Unit at a Valuation Date is determined by
multiplying the value of the Annuity Unit at the preceding Valuation Date by an
"Annuity Change Factor." The Annuity Change Factor is determined by dividing the
value of the Accumulation Unit at the Valuation Date by the value of the
Accumulation Unit at the preceding Valuation Date and multiplying the result by
a neutralization factor.

The neutralization factor is determined by dividing 1 by the weekly
equivalent of the Assumed Investment Return previously selected by the
Annuitant. For example, the neutralization factor for the Assumed Investment
Return of 4.25% is 0.9991999.

The number of Annuity Units for a Series is determined by dividing the
monthly Annuity payment for the first year by that Series' Annuity Unit value on
the same date as the first year's Annuity payments are calculated. The number of
Annuity Units will not change unless the Participant transfers Annuity Units to
or from other Series.

DEATH BENEFITS

DEATH BENEFIT BEFORE THE ANNUITY DATE

If a Participant dies before the Annuity Date, the Participant's Account
will be applied in accordance with the terms set forth below unless otherwise
provided in the Plan.

18
<PAGE> 22

1. If the Beneficiary is the Participant's spouse, the spouse will be deemed
to be the Participant and may exercise all of the Participant's rights
under the Contract may elect to receive Annuity Options 1, 2 or 5, but
only if period chosen is less than spouse's remaining life expectancy, or
to treat the Certificate as his or her own. Payments under the Annuity
options must begin prior to the date on which the deceased Participant
would have attained 70 1/2.

2. If the Beneficiary is not the Participant's spouse, the Beneficiary may
elect to receive a lump sum settlement or Annuity income under Annuity
income Option 5. (See "Election of Annuity Date and Form of Annuity,"
page 17.) The lump sum settlement must be made within 5 years of the
Participant's death. Annuity payments must begin within one year of the
Participant's death, and the designated period selected may not exceed
fifteen years after the Participant's death.

If a Participant who has not attained age 65 dies before the Annuity Date,
the amount of any lump sum settlement will be the greater of the Participant's
Account or the total of the Participant's Purchase Payments reduced by any
Purchase Payments previously surrendered or applied to an Annuity income option.
If a Participant who has attained age 65 dies before the Annuity Date, only the
normal lump sum settlement will be paid.

DEATH BENEFIT AFTER THE ANNUITY DATE

Unless otherwise provided in the Plan, if the Annuitant under a Contract
dies on or after the Annuity Date, the remaining portion of his or her interest
will be distributed to the Beneficiary at least as rapidly as under the method
of distribution being used at the date of Annuitant's death. If no designated
Beneficiary survives the Annuitant, the present value of any remaining payments
certain on the date of the death of the Annuitant, calculated on the basis of
the Assumed Investment Return previously elected, may be paid in one sum to the
estate of the Annuitant unless other provisions have been made and approved by
Security First Life. This value is calculated as of the date of payment
following receipt of due proof of death.

Unless otherwise restricted, a Beneficiary receiving Variable payments under
Option 2 or 3 after the death of an Annuitant may elect at any time to receive
the present value of the remaining number of Annuity payments certain in a
single payment, calculated on the basis of the Assumed Investment Return
previously selected. However, such election is not available to a Beneficiary
receiving Fixed Annuity payments.

FEDERAL INCOME TAX STATUS

The operations of the Separate Account form part of the operation of
Security First Life. Under the Code as it is now written no federal income tax
will be payable by Security First Life on the investment income and capital
gains of the Separate Account. Moreover, as long as the Separate Account meets
the diversification requirements of Section 817(h) of the Code or the plan meets
the requirements of Section 457 of the Code, no federal income tax is payable by
the Participant on the investment income and capital gains in a Participant's
Account until Annuity payments commence or a full or partial surrender is made.
It is intended that the Separate Account will continue to meet the requirements
of Section 817(h) of the Code.

Under a Section 457 deferred compensation plan, benefits are not permitted
to be made available earlier than when the employee attains age 70 1/2,
separates from service or is faced with unforeseeable emergency.

In the case of Section 457 plan, the Participant's Account must be
distributed, or Annuity payments for life or a period not exceeding the life
expectancy of the Participant or the Participant and a designated beneficiary
must commence by April 1 of the calendar year following the calendar year in
which the employee attains age of 70 1/2 or, if later, retires.

Providing certain requirements of the Code are met, distributions, other
than required distributions, from a plan may be rolled over tax-free to another
plan. A participant in a Section 457 plan can transfer all or a portion of the
value of his account only to another eligible Section 457 plan.

All distributions, with the exception of a return of non-deductible employee
contributions, received from a Section 457 plan are included in gross income.
Under 457 plans, a distribution is includable in the year it is paid or when
made available.

Distributions under Section 457 plans must also meet the minimum incidental
death benefit requirements of the Code.

19
<PAGE> 23

VOTING RIGHTS

Unless otherwise restricted by the plan, each Participant has the right to
instruct Security First Life with respect to voting the Fund shares underlying
his interest in the Separate Account, at all regular and special shareholders'
meetings. Security First Life will mail to each Participant, at his or her last
known address, all periodic reports and proxy materials of the applicable Fund
and a form with which to give voting instructions. Fund shares as to which no
timely instructions are received will be voted by Security First Life in
proportion to the instructions received from all the Participants giving timely
instructions. Security First Life is under no duty to inquire as to the
instructions received or the authority of persons to instruct the voting of the
Fund shares, and unless Security First Life has actual knowledge to the
contrary, the instructions given it will be valid as they affect Security First
Life or the Funds. Any Fund shares owned by Security First Life will be voted by
Security First Life in proportion to the instructions received from all the
Participants giving timely instructions.

Even though Annuity payments have begun, the Annuitant will continue to have
any voting rights exercisable with respect to the Fund's shares. The number of
votes to cast by each person having the right to vote will be determined as of a
record date within 90 days prior to the meeting of the Fund, and voting
instructions will be solicited by written communication at least 10 days prior
to such meeting. To be entitled to vote, a Participant or Annuitant must have
been such on the record date. The number of shares as to which voting
instructions may be given to Security First Life is determined by dividing the
value on the record date of that portion of the Participant's Account then
allocated to the Series for a Fund by the net asset value of the Fund share as
of the same date.

LEGAL PROCEEDINGS

Security First Life, in the ordinary course of its business, is engaged in
litigation of various kinds which in its judgment is not of material importance
in relation to its total assets. There are no present or pending material legal
proceedings affecting the Separate Account.

ADDITIONAL INFORMATION

For further information, contact Security First Life at the address and
phone number on the cover of this Prospectus. A copy of the Statement of
Additional Information, dated May 1, 1998, which provides more detailed
information about the Contracts, may also be obtained. Set forth below is the
table of contents for the Statement of Additional Information.

A registration statement has been filed with the SEC under the Securities
Act of 1933 with respect to the Contracts offered hereby. This Prospectus does
not contain all the information set forth in the registration statement and the
amendments and exhibits thereto. Reference is hereby made to such materials for
further information concerning the Separate Account, Security First Life and the
Contracts offered hereby. Statements contained in this Prospectus as to the
contents of the Contracts and other legal instruments are summaries. For a
complete statement of the terms thereof, reference is made to such instruments
as filed.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Insurance Company....................................... 3
The Separate Account........................................ 3
Surrender Charges........................................... 4
Net Investment Factor....................................... 4
Annuity Payments............................................ 5
Additional Federal Income Tax Information................... 6
Underwriters, Distribution of the Contracts................. 7
Voting Rights............................................... 7
Safekeeping of the Securities............................... 7
Servicing Agent............................................. 7
Independent Auditors........................................ 8
Legal Matters............................................... 8
State Regulation of Security First Life..................... 8
Financial Statements........................................ 8
</TABLE>

20
<PAGE> 24
'33 Act File No. 33-47984

STATEMENT OF

ADDITIONAL INFORMATION

SECURITY FIRST LIFE SEPARATE ACCOUNT A

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

GROUP FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT

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

SECURITY FIRST LIFE INSURANCE COMPANY

MAY 1, 1998

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus. A copy of the prospectus, dated May 1, 1998,
may be obtained without charge by writing to Security First Life Insurance
Company, P.O. Box 92193, Los Angeles, California 90009 or by telephoning 1 (800)
992-9785.

SF 236FL
<PAGE> 25
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page

<S> <C>
The Insurance Company 3

The Separate Account 3

Surrender Charges 3

Net Investment Factor 4

Annuity Payments 4

Additional Federal Income Tax Information 6

Underwriters, Distribution of the Contracts 7

Voting Rights 7

Safekeeping of Securities 7

Servicing Agent 7

Independent Auditors 8

Legal Matters 8

State Regulation of Security First Life 8

Financial Statements 8
</TABLE>

2
<PAGE> 26
THE INSURANCE COMPANY

Security First Life Insurance Company ("Security First Life") is a wholly-owned
subsidiary of Security First Group, Inc. ("SFG"). The common shares of SFG are
held by a subsidiary of Metropolitan Life Insurance Company, a New York mutual
life insurance company.

THE SEPARATE ACCOUNT

Amounts allocated to the Separate Account are invested in the securities of
twelve Funds: the Money Market Portfolio and the Growth Portfolio of the
Variable Insurance Products Fund; the Asset Manager Portfolio and Index 500
Portfolio and the Contrafund Portfolio of the Variable Insurance Products Fund
II; the Bond Series and the T. Rowe Price Growth and Income Series of the
Security First Trust, and the T. Rowe Price Growth Stock Fund, and the T. Rowe
Price International Stock Fund, the Neuberger & Berman Genesis Trust, the
Neuberger & Berman Partners Trust and the Worldwide Growth Portfolio of the
Janus Aspen Series. The Separate Account is divided into Series which correspond
to these twelve Funds.

3
<PAGE> 27
SURRENDER CHARGES

Subject to the Plan qualifying under Section 457 of the Internal Revenue Code
with respect to which the Contract has been issued, all or a portion of the
Participant's Account may be surrendered at any time prior to the Annuity Date.
In the event of a partial or full surrender before the fifth anniversary of the
Certificate Date, the portion of the Participant's Account surrendered will be
subject to a surrender charge equal to varying percentages of the amount
surrendered. Any surrender on or after the fifth anniversary of the Certificate
Date will not be subject to a surrender charge. In no event will surrender
charges imposed exceed 9% of the Purchase Payments received. No surrender charge
will be deducted from any amount surrendered and reinvested by the Participant
in another group annuity contract issued by Security First Life to the Owner of
the Contract under the Plan with respect to which the Contract is issued.

Notwithstanding the above, should a Participant have an existing annuity account
with Security First Life under a group annuity contract issued to the Owner in
accordance with the terms of the Plan with respect to which the Contract was
issued and should the date of the Participant's first Purchase Payment to this
group annuity contract precede the Certificate Date, then the Certificate Date
used in the determination of surrender charges under the Certificate shall be
deemed to be the date of such first Purchase Payment under the prior group
annuity contract.

NET INVESTMENT FACTOR

The Separate Account net investment factor is an index of the percentage change
(adjusted for distributions by the Series and the deduction of the mortality and
administrative expense risk fees) in the net asset value of each Fund in which
the Series is invested, since the preceding Business Day. The Separate Account
net investment factor for each Series of Accumulation Units is determined for
any Business Day by dividing (i) the net asset value of a share of the Fund
which is represented by such Series at the close of the business on such day,
plus the per share amount of any distributions made by such Series on such day,
by (ii) the net asset value of a share of such Fund determined as of the close
of business on the preceding Business Day, and then subtracting from this result
the mortality and administrative expense risk fees factor of 0.002438 for each
calendar day between the preceding Business Day and the end of the current
Business Day.

4
<PAGE> 28
ANNUITY PAYMENTS

Basis of Variable Annuity Benefits

The Variable Annuity benefit rates used in determining Annuity Payments under
the Contract are based on actuarial assumptions, reflected in tables in the
Contract, as to the expected mortality and adjusted age and the form of Annuity
selected. The mortality basis for these tables is Security First Life's Modified
Select Annuity Mortality Table, projected to the year 2000 on Projection Scale
C, with interest at 4.25% for all functions involving life contingencies and the
portion of any period certain beyond 10 years, and 3.25% for the first 10 years
of any certain period.

Adjusted age in those tables means actual age to the nearest birthday at the
time the first payment is due, adjusted according to the following table:
<TABLE>
<CAPTION>
Calendar Year Adjusted
of Birth Age Is
-------- ------

<C> <C>
Before 1916 Actual Age
1916 - 1935 Actual Age Minus 1
1936 - 1955 Actual Age Minus 2
1956 - 1975 Actual Age Minus 3
1976 - 1995 Actual Age Minus 4
</TABLE>

Determination of Amount of Monthly Variable Annuity Payments for First Year

The Separate Account value used to establish the monthly Variable Annuity
Payment for the first year consists of the value of Accumulation Units of each
Series of the Separate Account credited to a Participant's Account on the last
day of the second calendar week before the Annuity Date. The Contract contains
tables showing monthly payment factors and Annuity premium rates per $1,000 of
Separate Account value to be applied under Options 1 through 4.

At the beginning of the first payment year, an amount is transferred from the
Separate Account to Security First Life's General Account and level monthly
Annuity Payments for the year are made out of the General Account. The amount to
be transferred is determined by multiplying the Annuity premium rate per $1,000
set forth in the Contract tables by the number of thousands of dollars of
Separate Account Value credited to a Participant. The level monthly payment for
the first payment year is then determined by multiplying the amount transferred
(the "Annuity Premium") by the monthly payment factor in the same table. In the
event the Contract involved has Separate Account Accumulation Units in more than
one Series, the total monthly Annuity payment for the first year is the sum of
the monthly Annuity payments, determined in the same manner as above, for each
Series.

At the time the first year's monthly payments are determined, a number of
Annuity Units for each Separate Account Series is also established for the
Annuitant by dividing the monthly payment derived from that Series for the first
year by the Separate Account Annuity Unit values for the Series on the last
Business Day of the second calendar week before the first Annuity payments due.
The number of Annuity Units for a Series remains fixed during the Annuity period
unless Annuity Units are converted to or from another Series.

5
<PAGE> 29
Determination of Amount of Monthly Variable Annuity Payments for Second and
Subsequent Years

As of each anniversary of the Annuity Date, Security First Life will determine
the amount of the monthly Variable Annuity Payments for the year then beginning.
Separate determinations will be made for each Separate Account Series in which
the Annuitant has Annuity Units, with the total Annuity Payment being the sum of
the payments derived from the Series. The amount of monthly payments for any
Separate Account Series for any year after the first will be determined by
multiplying the number of Annuity Units for that Series by the Annuity Unit
value for that Series for the Valuation Period in which the first payment for
the year is due. It will be Security First Life's practice to mail Variable
Annuity payments no later than 7 days after the last day of the Valuation Period
upon which they are based or the monthly anniversary thereof.

The objective of a Variable Annuity contract is to provide level payments during
periods when the economy is relatively stable and to reflect as increased
payments only the excess of investment results flowing from inflation or an
increase in productivity. The achievement of this objective will depend, in
part, upon the validity of the assumption that the net investment return of the
Separate Account equals the Assumed Investment Return during periods of stable
prices. Subsequent years' payments will be smaller than, equal to or greater
than the first year's payments depending on whether the actual net investment
return for the Separate Account is smaller than, equal to or greater than the
Assumed Investment Return.

Annuity Unit Values

The initial value of an Annuity Unit was originally set at $5 for each Series
for the first Valuation Period during which the first Variable Annuity Payment
from such Series is made. The value of an Annuity Unit for each Series on any
later date is determined by multiplying the value of an Annuity Unit at the end
of the preceding Valuation Period by the "Annuity Change Factor" for the second
preceding Valuation Period. The Annuity Change Factor is an adjusted measurement
of the investment performance of the Series since the end of the preceding
Valuation Period. The Annuity Change Factor is determined by dividing the value
of an Accumulation Unit at the end of the Valuation Period by the value of an
Accumulation Unit at the end of the preceding Valuation Period and multiplying
the result by a neutralization factor.

Variable Annuity payments for each year after the first reflect variations in
the investment performance of the Separate Account above and below an Assumed
Investment Return. This assumed investment rate is included for purposes of
actuarial computations and does not relate to the actual investment performance
of the underlying Series. Therefore, the Assumed Investment Return must be
"neutralized" in computing the Annuity Change Factor. For weekly Valuation
Periods and a 4.25% Assumed Investment Return, the neutralization factor is
0.9991999.

ADDITIONAL FEDERAL INCOME TAX INFORMATION

Security First Life is required to withhold federal income tax on any Contract
distributions to Participants (such as Annuity Payments, lump sum distributions
or partial surrenders). However, Participants are allowed to make an election
not to have federal income tax withheld. After such election is made with
respect to Annuity Payments, an Annuitant may revoke the election at anytime,
and therefore commence withholding. In such a case, Security First Life will
notify the payee at least annually of his or her right to change such election.

6
<PAGE> 30
The withholding rate followed by Security First Life will be applied only
against the taxable portion of the Contract distributions. Federal tax will be
withheld from Annuity Payments pursuant to the recipient's withholding
certificate. If no withholding certificate is filed with Security First Life,
federal tax will be withheld from Annuity Payments on the basis that the
payee is married with three withholding exemptions. Federal tax on the taxable
portion of a partial or total surrender (i.e., non-periodic distribution)
generally will be withheld at a flat 10% rate.

Payees are required by law to provide Security First Life (as payor) with their
correct taxpayer identification number ("TIN"). If the payee is an individual,
the TIN is the same as his or her Social Security number. If the payee elects
not to have federal income tax withheld on an Annuity payment or a non-periodic
distribution and a correct TIN has not been provided, such election is
ineffective, and such payment will be subject to withholding as noted above.

UNDERWRITERS, DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold as a continuous offering by individuals who are
appropriately licensed as insurance agents of Security First Life for the sale
of life insurance and variable annuity contracts in the state where the sale is
made. In addition, these individuals will be registered representatives of the
principal underwriter, Security First Financial, Inc., or of other
broker-dealers registered under the Securities Exchange Act of 1934 whose
registered representatives are authorized by applicable law to sell variable
annuity contracts issued by Security First Life. Commissions on sales of
contracts range from 0% to 7.5%. Agents are paid from the General Account of
Security First Life. Such commissions bear no direct relationship to any of the
charges under the Contracts. It is expected that the Contract will be sold in
the State of Florida.

VOTING RIGHTS

Unless otherwise restricted by the Plan under which the Contract is issued, each
Participant will have the right to instruct Security First Life with respect to
voting the Funds' shares which are the assets underlying the Participant's
interest in the Separate Account, at all regular and special shareholder
meetings. An Annuitant's voting power with respect to Fund's shares held by the
Separate Account declines during the time the Annuitant is receiving a Variable
Annuity based on the investment performance of the Separate Account, because
amounts attributable to the Annuitant's interest are being transferred annually
to the General Account to provide the variable payments.

SAFEKEEPING OF SECURITIES

All assets of the Separate Account are held in the custody of Security First
Life. The assets of each Separate Account Series will be kept physically
segregated by Security First Life and held separate from the assets of any other
firm, person or corporation. Additional protection for the assets of the
Separate Account is afforded by fidelity bonds covering all of Security First
Life's officers and employees.

SERVICING AGENT

An Administrative Services Agreement has been entered into between Security
First Life and SFG under which the latter has agreed to perform certain of the
administrative services relating to the Contracts and for the Separate Account.
SFG performs substantially all of the record keeping and administrative services
for the Separate Account. Security First Life has not paid fees to SFG for these
services.

7
<PAGE> 31
INDEPENDENT AUDITORS

The consolidated financial statements of Security First Life Insurance Company
at December 31, 1997, and 1996 and for each of the three years in the period
ended December 31, 1997, and the financial statements of Security First Life
Separate Account A at December 31, 1997 and for each of the two years in the
period ended December 31, 1997 appearing in this prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing elsewhere herein, and are included in
reliance upon such reports given on their authority of such firm as experts in
accounting and auditing.

LEGAL MATTERS

Legal matters concerning federal securities laws applicable to the issue and
sale of the contracts have been passed upon by Routier and Johnson, P.C., 1700 K
Street, N.W., Suite 1003, Washington, D.C. 20006, prior to January 31, 1998.
Subsequently such matters were passed on to Sullivan & Worcester, 1025
Connecticut Avenue, N.W., Washington, D.C. 20036.

STATE REGULATION OF SECURITY FIRST LIFE

Security First Life is subject to the laws of the State of Delaware governing
insurance companies and to regulation by the Delaware Commissioner of Insurance.
An annual statement, in a prescribed form, is filed with the Commissioner on or
before March 1 each year covering the operations of Security First Life for the
preceding year and its financial condition on December 31 of such year. Security
First Life's books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is usually conducted by the National Association of Insurance
Commissioners at least once in every three years. Security First Life was last
examined as of December 31, 1995. While Delaware insurance law prescribes
permissible investments for Security First Life, it does not prescribe
permissible investments for the Separate Account, nor does it involve
supervision of the investment management or policy of Security First Life.

In addition, Security First Life is subject to the insurance laws and
regulations of other jurisdictions in which it is licensed to operate. State
insurance laws generally provide regulations for the licensing of insurers and
their agents, govern the financial affairs of insurers, require approval of
policy forms, impose reserve requirements and require filing of an annual
statement. Generally, the insurance departments of these other jurisdictions
apply the laws of Delaware in determining permissible investments for Security
First Life.

FINANCIAL STATEMENTS

The financial statements of Security First Life and subsidiaries contained
herein should be considered only for the purposes of informing investors as to
its ability to carry out the contractual obligations as depositor under the
Contracts and custodian as described elsewhere herein and in the prospectus. The
financial statements of the Separate Account are also included in this Statement
of Additional Information.

<PAGE> 32

Report of Independent Auditors

Board of Directors
Security First Life Insurance Company

We have audited the accompanying consolidated balance sheets of Security First
Life Insurance Company and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of income, stockholder's equity, and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Security First
Life Insurance Company and subsidiaries at December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.

/s/ Ernst & Young, LLP

February 11, 1998

9
<PAGE> 33

SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31
1997 1996
---------- ----------
(In thousands)
<S> <C> <C>
ASSETS

INVESTMENTS
Fixed maturities $2,353,087 $2,251,951
Policy and mortgage loans 24,209 22,378
Short-term investments 22,385 24,607
Other investments 1,089 2,754
---------- ----------
2,400,770 2,301,690

CASH AND CASH EQUIVALENTS 11,044 11,472

ACCRUED INVESTMENT INCOME 33,730 32,797

DEFERRED POLICY ACQUISITION COSTS 96,297 103,950

OTHER ASSETS
Assets held in separate accounts 1,022,850 594,249
Property under capital lease 9,496 10,100
Receivable from sale of subsidiary 22,295
Other 1,329 4,063
---------- ----------
1,033,675 630,707
---------- ----------
$3,575,516 $3,080,616
========== ==========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

10
<PAGE> 34
<TABLE>
<CAPTION>

December 31
1997 1996
---------- ----------
(In thousands)
LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C> <C>

LIABILITIES
Policyholder liabilities $2,243,441 $2,222,128
Liabilities related to separate accounts 1,022,850 594,249
Obligation under capital lease 15,443 15,720
Notes payable to parent 35,000 35,000
Federal income taxes 44,998 31,296
Other 60 7,687
---------- ----------
3,361,792 2,906,080

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY
Preferred stock, $1 par value
Authorized, issued and outstanding -- 200,000 shares 200 200
Common stock, $200 par value
Authorized -- 15,000 shares
Issued and outstanding -- 11,000 shares 2,200 2,200
Additional paid-in capital 48,147 48,147
Net unrealized investment gains 34,830 16,949
Retained earnings 128,347 107,040
---------- ----------
213,724 174,536
---------- ----------
$3,575,516 $3,080,616
========== ==========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

11
<PAGE> 35

SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31
1997 1996 1995
--------- --------- ---------
(In thousands)

<S> <C> <C> <C>
REVENUES
Net investment income $ 171,066 $ 164,115 $ 158,174
Annuity product income 19,533 10,006 14,815
Net realized investment gains (losses) 2,708 (2,179) 1,347
Gain on sale of subsidiary 3,879
Other 187 709 701
--------- --------- ---------
TOTAL REVENUES 193,494 176,530 175,037

BENEFITS AND EXPENSES
Interest credited to policyholders 112,832 106,347 103,959
Benefits in excess of policyholder liabilities 1,953 4,960 5,738
Amortization of deferred policy acquisition
costs 20,080 13,542 15,505
Operating expenses 26,434 25,721 28,201
--------- --------- ---------
TOTAL BENEFITS AND EXPENSES 161,299 150,570 153,403
--------- --------- ---------

INCOME BEFORE INCOME TAX EXPENSE 32,195 25,960 21,634

Income tax expense
Current 7,580 3,596 3,044
Deferred 3,308 5,885 3,105
--------- --------- ---------
10,888 9,481 6,149
--------- --------- ---------

NET INCOME $ 21,307 $ 16,479 $ 15,485
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

12
<PAGE> 36

SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

Net
Additional Unrealized Total
Preferred Common Paid-in Investment Retained Stockholder's
Stock Stock Capital Gains (Losses) Earnings Equity
-------- -------- -------- -------------- -------- --------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995 $ 200 $ 2,200 $ 48,147 $(21,561) $ 75,076 $104,062

Net income 15,485 15,485

Net unrealized investment gains 60,533 60,533
-------- -------- -------- -------- -------- --------

Balance at December 31, 1995 200 2,200 48,147 38,972 90,561 180,080

Net income 16,479 16,479

Net unrealized investment losses (22,023) (22,023)
-------- -------- -------- -------- -------- --------

Balance at December 31, 1996 200 2,200 48,147 16,949 107,040 174,536

Net income 21,307 21,307

Net unrealized investment gains 17,881 17,881
-------- -------- -------- -------- -------- --------

Balance at December 31, 1997 $ 200 $ 2,200 $ 48,147 $ 34,830 $128,347 $213,724
======== ======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

13
<PAGE> 37

SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Year Ended December 31
1997 1996 1995
----------- ----------- -----------
(In thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 21,307 $ 16,479 $ 15,485
Adjustments to reconcile net income to net
cash provided by operations:
Net realized investment losses (gains) (2,708) 2,179 (1,347)
Depreciation and amortization 876 1,772 1,391
Accretion of discount and amortization of
premium on investments 906 1,988 1,059
Gain on sale of subsidiary (3,879)
Changes in operating assets and liabilities:
Accrued investment income (933) (2,338) (3,441)
Deferred policy acquisition costs (21,891) (24,655) (15,676)
Other assets 25,156 (19,008) 2,194
Other liabilities (3,718) 9,889 673
----------- ----------- -----------
NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES 18,995 (17,573) 338

INVESTING ACTIVITIES
Fixed maturity securities
Purchases (695,092) (1,065,166) (636,371)
Sales and maturities 652,723 934,171 439,897
Net sale (purchase) of other investments 1,959 (314) 801
Net sale (purchase) of short-term investments 2,222 (17,583) 19,191
Issuance of loans, net (1,831) (3,580) (2,558)
Purchase of equipment (440) (320) (388)
----------- ----------- -----------
NET CASH USED IN
INVESTING ACTIVITIES (40,459) (152,792) (179,428)

FINANCING ACTIVITIES
Receipts credited to policyholder accounts 729,696 693,095 565,698
Amounts returned to policyholders (708,383) (518,002) (390,760)
Repayment of note payable (1,000) (1,000)
Reduction of capital lease obligation (277) (246) (217)
----------- ----------- -----------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 21,036 173,847 173,721
----------- ----------- -----------

INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (428) 3,482 (5,369)

Cash and cash equivalents at beginning of year 11,472 7,990 13,359
----------- ----------- -----------

CASH AND CASH
EQUIVALENTS AT END OF YEAR $ 11,044 $ 11,472 $ 7,990
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

14
<PAGE> 38

SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION -- Security First Life Insurance Company (Security First
Life) and subsidiaries (collectively, the Company) is a wholly-owned subsidiary
of Security First Group, Inc. (SFG). Effective October 30, 1997, SFG became a
wholly-owned subsidiary of Metropolitan Life Insurance Company. Prior to that
date, SFG was a wholly-owned subsidiary of London Insurance Group, Inc. The
Company sells a broad range of fixed and variable annuity contracts.

The Company's consolidated financial statements are prepared in conformity with
generally accepted accounting principles (GAAP) which differ in some respects
from statutory accounting practices prescribed or permitted by regulatory
authorities (statutory basis) and include the accounts of its wholly-owned
subsidiary, Security First Life Insurance Company of Arizona (SFL-Arizona).
Prior to December 31, 1996, the financial statements also included the accounts
of Fidelity Standard Life Insurance Company (Fidelity Standard Life), which was
sold as of that date. (See Note 8.) All significant intercompany transactions
and accounts are eliminated in consolidation.

INVESTMENTS -- Investments are reported on the following bases:

Fixed Maturities -- at fair value, which differs from the amortized cost of
such investments. Unrealized gains and losses on these investments (net of
related adjustments for deferred policy acquisition costs and applicable
deferred income taxes) are credited or charged to stockholder's equity and,
accordingly, have no effect on net income.

For those fixed maturities which are mortgage-backed, the Company recognizes
income using a constant effective yield based on anticipated prepayments and
the estimated economic life of the securities. When actual prepayments
differ significantly from anticipated prepayments, the effective yield is
recalculated to reflect actual payments to date and anticipated future
payments. The net investment in the security is adjusted to the amount that
would have existed had the new effective yield been applied since the
acquisition of the security. Such adjustment is included in net investment
income.

The Company classifies its fixed maturities as available-for-sale. The
Company does not maintain a trading portfolio.

Policy and mortgage loans -- at unpaid balances.

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

Other investments -- at fair value.

Realized gains and losses on disposal of investments are determined on a
specific identification basis.

7
<PAGE> 39

SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS -- Cash equivalents consist of investments in money
market funds. The carrying amount of cash equivalents approximates fair value.

DEFERRED POLICY ACQUISITION COSTS -- Deferred policy acquisition costs consist
of commissions and other costs of acquiring annuities that vary with and are
primarily related to the acquisition of such business. Deferred policy
acquisition costs are being amortized in proportion to the present value of
estimated future gross margins which includes the impact of realized investment
gains and losses.

POLICYHOLDER LIABILITIES -- Policyholder liabilities for two-tier annuities are
the lower tier account values. Policyholder liabilities for the Company's
single-tier fixed annuity products are the account values. The fair value of
policyholder liabilities is estimated assuming all policyholders surrender their
policies. The carrying amounts and estimated fair values are as follows (in
thousands):
<TABLE>
<CAPTION>

Carrying Amount Estimated Fair Value
--------------- --------------------
<S> <C> <C>
December 31, 1997 $2,243,441 $2,172,159
December 31, 1996 2,222,128 2,147,777
</TABLE>

NOTES PAYABLE -- Notes payable are carried at their unpaid balances which
approximate fair value because the interest rates on these notes approximate
market rates.

INCOME TAXES -- Through October 30, 1997, the Company filed consolidated federal
income tax returns with SFG. After that date, the Company's return is not
consolidated with SFG. Income taxes are provided on the basis as if the
companies filed separately.

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Such differences are related principally to the deferral of policy
acquisition costs, the valuation of fixed maturities and the provision for
policyholder liabilities. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.

SEPARATE ACCOUNTS -- The assets held in separate accounts represent funds that
are separately administered by the Company pursuant to variable annuity
contracts. The liabilities related to separate accounts consist of policyholder
liabilities for variable annuities. The separate account assets and liabilities
are reported at fair value. The Company receives a fee for administrative
services provided to the separate accounts. Investment risks associated with
fair value changes are borne by the contract holders.

16
<PAGE> 40
SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ANNUITY REVENUES AND BENEFITS -- Annuity product income represents fees earned
from policyholders of annuity contracts, including surrender charges,
annuitization charges and administration fees. Benefits in excess of
policyholder liabilities consists of the difference between the policyholder
account values annuitized during the period and the related policyholder
liability balances.

ESTIMATES -- Certain amounts reported in the accompanying consolidated financial
statements are based on management's best estimates and judgments. Actual
results could differ from those estimates.

NEW ACCOUNTING STANDARDS -- In June 1997, the Financial Accounting Standards
Board issued Statement No. 130, "Reporting Comprehensive Income" (FASB 130).
FASB 130 establishes new rules for the reporting and display of comprehensive
income and its components. FASB 130 requires unrealized gains or losses on the
Company's available-for-sale securities, which are currently reported in
stockholder's equity, to be included in other comprehensive income and also
requires the disclosure of total comprehensive income. The Company plans to
adopt FASB 130 in 1998 with no impact on net income or stockholder's equity.

NOTE 2 -- STATUTORY CAPITAL AND RESTRICTIONS

Security First Life and its subsidiaries are required to file annual statements
with various state insurance regulatory authorities on a statutory basis.

The statutory-basis capital and surplus at December 31, 1997, 1996 and 1995, and
statutory-basis net income for those years are as follows (in thousands):
<TABLE>
<CAPTION>

Capital Net
and Surplus Income
----------- ------
<S> <C> <C>
December 31, 1997
Security First Life Insurance Company $117,623 $ 12,917
Security First Life Insurance Company of Arizona 14,107 257

December 31, 1996
Security First Life Insurance Company $107,501 $ 13,449
Security First Life Insurance Company of Arizona 13,823 1,187

December 31, 1995
Security First Life Insurance Company $100,027 $ 3,161
Fidelity Standard Life Insurance Company 15,573 831
Security First Life Insurance Company of Arizona 12,715 612
</TABLE>

17
<PAGE> 41
SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 -- STATUTORY CAPITAL AND RESTRICTIONS (continued)

Security First Life and Fidelity Standard Life are incorporated and domiciled in
Delaware. SFL-Arizona is incorporated and domiciled in Arizona. The payment of
dividends is subject to statutory limitations which are based on each company's
statutory-basis net income and surplus levels. At December 31, 1997, the maximum
amount of dividends Security First Life could pay SFG without prior approval
from state insurance regulatory authorities is $12,844,000.

NOTE 3 -- INVESTMENTS

Unrealized investment gains reported in the accompanying financial statements
are as follows (in thousands):
<TABLE>
<CAPTION>
December 31
1997 1996
-------- --------
<S> <C> <C>
Unrealized investment gains $105,251 $ 48,552
Less: Adjustment for deferred policy acquisition costs 52,500 22,942
Deferred income taxes 17,921 8,661
-------- --------
Net unrealized investment gains $ 34,830 $ 16,949
======== ========
</TABLE>

Net realized investment gains (losses) reported in the accompanying financial
statements are as follows (in thousands):
<TABLE>
<CAPTION>

1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Fixed maturities
Gross gains $ 8,338 $ 8,923 $ 6,181
Gross losses (5,691) (8,075) (4,621)
------- ------- -------
2,647 848 1,560
Other investments
Gross gains 197
Gross losses (136) (3,027) (213)
------- ------- -------
61 (3,027) (213)
------- ------- -------
Net realized investment gains (losses) $ 2,708 $(2,179) $ 1,347
======= ======= =======
</TABLE>

Proceeds from sales of fixed maturities are $648,338,000, $911,529,000 and
$441,790,000 in 1997, 1996 and 1995, respectively.

18
<PAGE> 42
SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 3 -- INVESTMENTS (continued)

The amortized cost and fair value of fixed maturities as of December 31, 1997
and 1996 are summarized as follows (in thousands):
<TABLE>
<CAPTION>

Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
December 31, 1997

U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $ 93,546 $ 9,275 $ (22) $ 102,799
Debt securities issued by foreign
governments 31,110 2,997 34,107
Corporate securities 1,297,937 67,350 (564) 1,364,723
Mortgage-backed securities 825,284 27,484 (1,310) 851,458
----------- ----------- ----------- -----------
$ 2,247,877 $ 107,106 $ (1,896) $ 2,353,087
=========== =========== =========== ===========
December 31, 1996

U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $ 115,250 $ 7,165 $ (494) $ 121,921
Debt securities issued by foreign
governments 35,960 1,335 (308) 36,987
Corporate securities 1,106,617 38,203 (10,094) 1,134,726
Mortgage-backed securities 945,534 20,188 (7,405) 958,317
----------- ----------- ----------- -----------
$ 2,203,361 $ 66,891 $ (18,301) $ 2,251,951
=========== =========== =========== ===========
</TABLE>

The amortized cost and fair value of fixed maturities by contractual maturity at
December 31, 1997, are summarized below. Actual maturities will differ from
contractual maturities because certain borrowers have the right to call or
prepay obligations.
<TABLE>
<CAPTION>

Amortized Fair
Cost Value
---------- ----------
(In thousands)
<S> <C> <C>
Due in one year or less $ 32,313 $ 32,696
Due after one year through five years 301,888 313,186
Due after five years through ten years 643,496 671,953
Due after ten years 444,896 483,794
Mortgage-backed securities 825,284 851,458
---------- ----------
$2,247,877 $2,353,087
========== ==========
</TABLE>

The Company has recorded valuation reserves for other-than-temporary impairment
in the value of investments of $5,000,000 and $6,900,000 at December 31, 1997
and 1996, respectively.

19
<PAGE> 43
SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 3 -- INVESTMENTS (continued)

Concentrations of credit risk with respect to fixed maturities are limited due
to the large number of issues owned and their dispersion across many different
industries and geographic areas. Accordingly, at December 31, 1997, the Company
had no significant concentration of credit risk.

The fair values for fixed maturities are primarily based on values obtained from
independent pricing services. Such independent values are not available for
private placement securities. The carrying amount of the Company's private
placement securities was $174,000,000 and $82,000,000 at December 31, 1997 and
1996, respectively.

The carrying amount of mortgage loans ($945,000 at December 31, 1996) and policy
loans ($24,209,000 and $21,433,000 at December 31, 1997 and 1996, respectively)
approximates fair value because the interest rates on these loans approximate
market rates.

The Company places its temporary cash investments with high-credit quality
financial institutions and, by corporate policy, limits the amount of credit
exposure to any one financial institution.

At December 31, 1997, investment securities having an amortized cost of
$6,185,000 were on deposit with various states in accordance with state
insurance department requirements.

Investment income by major category of investment is summarized as follows (in
thousands):
<TABLE>
<CAPTION>

1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Fixed maturities $ 173,015 $ 165,997 $ 159,266
Policy and mortgage loans 1,325 1,283 1,229
Short-term investments 1,897 1,718 1,943
Other investments 858 553 894
Cash and cash equivalents 269 486 388
--------- --------- ---------
177,364 170,037 163,720
Investment expenses (6,298) (5,922) (5,546)
--------- --------- ---------
Net investment income $ 171,066 $ 164,115 $ 158,174
========= ========= =========
</TABLE>

The Company has no significant amounts of non-income producing investments.

20
<PAGE> 44
SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 -- NOTES PAYABLE

Notes payable consist of the following as of December 31 (in thousands):

1997 1996
------- -------
<S> <C> <C>
5% Surplus note due to SFG, interest payable monthly,
principal payable upon regulatory approval $25,000 $25,000

8% Surplus note due to SFG, interest payable monthly,
principal payable upon regulatory approval 10,000 10,000
------- -------
$35,000 $35,000
======= =======
</TABLE>

Security First Life has a $15,000,000 bank revolving credit line which bears
interest at a floating rate based on London Interbank Offered Rates. There were
no borrowings outstanding under this revolving credit line at December 31, 1997
and 1996. The $25,000,000 and $10,000,000 surplus notes payable to SFG are
pledged, along with the common and preferred stock of Security First Life, as
collateral for SFG's bank revolving credit line.

There are no principal payments due on the notes payable during the next five
years.

Interest paid by the Company totaled $2,083,000 in 1997, $2,133,000 in 1996 and
$2,225,000 in 1995.

NOTE 5 -- INCOME TAXES

The liability for federal income taxes includes deferred taxes of $43,154,000
and $30,496,000 at December 31, 1997 and 1996, respectively. Significant
components of these deferred taxes are as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Deferred tax liabilities:
Deferred policy acquisition costs $30,459 $41,153
Fixed maturities 37,922 7,124
Other assets 3,532 5,563
Other, net 1,360
------- -------
Total deferred tax liabilities 71,913 55,200

Deferred tax assets:
Policyholder liabilities 11,787 12,856
Liabilities for separate accounts 11,445 6,503
Other liabilities 5,251 5,345
Other, net 276
------- -------
Total deferred tax assets 28,759 24,704
------- -------
Net deferred tax liabilities $43,154 $30,496
======= =======
</TABLE>

21
<PAGE> 45
SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 5 -- INCOME TAXES (continued)

Income taxes paid by the Company were $6,480,000 in 1997, $1,972,000 in 1996 and
$3,248,000 in 1995.

The following is a reconciliation of the federal income tax at statutory rates
of 34% with the income tax provision as shown in the accompanying financial
statements (in thousands):
<TABLE>
<CAPTION>

1997 1996
-------- --------
<S> <C> <C>
Federal income tax at 34% $ 10,946 $ 8,826
Dividends received deduction (356) (259)
True up of prior year taxes 298 924
Other (10)
-------- --------
Provision for income tax expense $ 10,888 $ 9,481
======== ========
</TABLE>

NOTE 6 -- CAPITAL LEASE

Security First Life has a lease for office space that expires in 2014. This
lease is treated as a capital lease for financial reporting purposes.

The Company subleases space on an annual basis to SFG to use as its home office.
Related income offset against the lease costs was $1,650,115, $1,656,000 and
$1,663,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
Future payments under the lease are as follows (in thousands):

<S> <C>
1998 $ 2,166
1999 2,166
2000 2,166
2001 2,166
2002 2,166
Thereafter 24,719
--------
Total minimum rental payments 35,549
Amount representing interest 20,106
--------
Present value of minimum rental payments $ 15,443
========
</TABLE>

The property under capital lease is net of accumulated amortization of
$7,901,000 in 1997 and $7,297,000 in 1996. Lease amortization expense was
$580,000 in 1997, 1996 and 1995.

22
<PAGE> 46
SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 7 -- RELATED PARTY TRANSACTIONS

The Company has marketing and administrative agreements with SFG under which SFG
provides all of the Company's marketing and policyholder administration
services. Amounts incurred under these agreements were $58,199,000, $52,102,000,
and $38,954,000 for 1997, 1996 and 1995, respectively. A substantial portion of
these amounts are commissions and are deferred as policy acquisition costs.

The Company has management agreements with SFG under which the latter provides
certain personnel, administrative services and office space. Amounts incurred
under these agreements were $3,883,000 in 1997 and $4,308,000 in 1996 and 1995.

The Company has investment advisory agreements with Security First Investment
Management Corporation, a subsidiary of SFG. Fees of $5,711,000, $5,360,000 and
$4,756,000 were paid in 1997, 1996 and 1995, respectively, pursuant to these
agreements.

NOTE 8 -- OTHER SIGNIFICANT EVENTS

Effective December 31, 1996, the Company sold all of the common stock of its
former subsidiary, Fidelity Standard Life. As a result of this transaction, the
Company recognized a gain in 1996 of $3,879,000. As of December 31, 1996, the
accompanying balance sheet includes receivables of $22,295,000 related to this
sale. These receivables were settled in January 1997.

Prior to the sale of Fidelity Standard Life, the Company assumed all of the
policyholder liabilities through several reinsurance agreements. No gain or loss
was recognized on this transaction.

NOTE 9 -- IMPACT OF YEAR 2000 (unaudited)

Based on assessments during the past year, the Company has determined that it
will require modification or replacement of significant portions of its software
and hardware so that its computer systems will function properly with respect to
dates in the year 2000 and thereafter. The Company presently believes that with
modifications to existing software and conversions to new software and hardware,
the Year 2000 issue will not pose any significant operational problems for its
computer systems.

The Company has initiated formal communications with its significant suppliers
to determine the extent to which the Company's interface systems are vulnerable
to those third parties failure to remediate their own Year 2000 issues. However,
there can be no guarantee that the systems of other companies on which the
Company's systems rely will be timely converted and would not have an adverse
effect on the Company's systems.

23
<PAGE> 47

SECURITY FIRST LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 -- IMPACT OF YEAR 2000 (unaudited) (continued)

The Company will utilize external resources to renovate or replace the software
for Year 2000 modifications and internal resources to test this software. The
Company anticipates completing the Line of Business applications by December 31,
1998, which is prior to any anticipated impact on operations. The client/server
operating systems and applications, covering mostly internal financial and
administrative functions, will be completed by June 30, 1999. The total cost of
the Year 2000 project is estimated at $1.5 million and is being funded through
operating cash flows.

The cost of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated.

24
<PAGE> 48
[ERNST & YOUNG LLP LETTERHEAD]

Report of Independent Auditors

To the Board of Directors
Security First Life Insurance Company
and Contract Owners
Security First Life Separate Account A

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of Security First Life Separate Account A
(comprised of Series B, G, T, P, I, FA, FG, FI, FO, FM, SU, SV, AS, SI, FC and
FE) as of December 31, 1997, and the related statements of operations for the
year then ended and changes in net assets for each of the two years in the
period then ended. These financial statements are the responsibility of the
Separate Account's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1997, by correspondence
with the respective mutual fund managers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security First Life Separate
Account A (comprised of the above referenced Series) at December 31, 1997, the
results of their operations for the year then ended, and the changes in their
net assets for each of the two years in the period then ended, in conformity
with generally accepted accounting principles.

/s/ ERNST & YOUNG, LLP

Los Angeles, California
April 17, 1998

25
<PAGE> 49

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1997
<TABLE>
<CAPTION>

Series B Series G Series T Series P Series I
------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments

Security First Trust - Bond Series
(3,220,084 shares at
net asset value of $3.95 per share;
cost $12,589,166) $ 12,725,070

Security First Trust - Growth and Income Series
(15,168,545 shares at net asset value
of $15.52 per share; cost $197,793,491) $235,478,870

T. Rowe Price Growth Stock Fund, Inc.
(2,740,133 shares at net asset value of $28.99
per share; cost $65,529,823) $ 79,436,465

T. Rowe Price Prime Reserve Fund, Inc.
(1,158,226 shares at net asset value of $1.00
per share; cost $1,158,226) $ 1,158,226

T. Rowe Price International Fund, Inc.
(1,185,607 shares at net asset value of $13.42
per share; cost $15,403,836) $ 15,910,839

Receivable from Security First Life Insurance
Company for purchases 35,680 286,496 72,681 30,802
Receivable from mutual funds 44,474
Other assets 1,684 600,665 1,574 64
------------ ------------ ------------ ------------ -------------
TOTAL ASSETS 12,762,434 236,410,505 79,510,720 1,158,290 15,941,641
</TABLE>

26
<PAGE> 50
SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF ASSETS AND LIABILITIES (continued)

DECEMBER 31, 1997

LIABILITIES Series B Series G Series T Series P Series I
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Payable to Security First Life Insurance Company
for mortality and expense risk $ 13,662 $ 249,454 $ 66,238 $ 1,998 $ 13,556

Payable to Security First Life Insurance Company
for redemptions 562 21,670 4,003 24 2,120

Payable to Mutual Funds 35,680 320,473 102

Other liabilities 258
------------ ------------ ------------ ------------ ------------

TOTAL LIABILITIES 49,904 591,597 70,343 2,022 15,934

NET ASSETS

Cost to Investors
Series B Accumulation Units 12,576,626
Series G Accumulation Units 198,133,529
Series T Accumulation Units 65,533,735
Series P Accumulation Units 1,156,268
Series I Accumulation Units 15,418,704

Accumulated undistributed income
Net unrealized appreciation 135,904 37,685,379 13,906,642 507,003
------------ ------------ ------------ ------------ ------------

NET ASSETS APPLICABLE TO OUTSTANDING
UNITS OF CAPITAL $ 12,712,530 $235,818,908 $ 79,440,377 $ 1,156,268 $ 15,925,707
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

27
<PAGE> 51

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>

Series B Series G Series T Series P Series I
------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME

<S> <C> <C> <C> <C> <C>
Dividends $ 641,352 $ 17,405,166 $ 9,756,754 $ 122,734 $ 843,658

Other investment income 8,240 699,802 13,487 569 4,868
------------ ------------ ------------ ------------ ------------

649,592 18,104,968 9,770,241 123,303 848,526

EXPENSES

Charges for mortality and expense risk 116,771 2,061,073 612,657 22,237 139,767
------------ ------------ ------------ ------------ ------------

NET INVESTMENT INCOME 532,821 16,043,895 9,157,584 101,066 708,759

INVESTMENT GAINS (LOSSES)

Realized investment gains (losses) (124,988) 8,889,548 1,815,089 268,968

Unrealized appreciation (depreciation)
of investments 410,594 16,749,933 4,506,669 (809,176)
------------ ------------ ------------ ------------

NET INVESTMENT GAINS (LOSSES) 285,606 25,639,481 6,321,758 (540,208)
------------ ------------ ------------ ------------ ------------

INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 818,427 $ 41,683,376 $ 15,479,342 $ 101,066 $ 168,551
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

28
<PAGE> 52

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1997

Series B Series G Series T Series P Series I
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Operations

Net investment income $ 532,821 $ 16,043,895 $ 9,157,584 $ 101,066 $ 708,759

Net realized investment gains (losses) (124,988) 8,889,548 1,815,089 268,968

Net unrealized investment appreciation
(depreciation) during the year 410,594 16,749,933 4,506,669 (809,176)
------------ ------------ ------------ ------------ ------------

Increase in net assets resulting
from operations 818,427 41,683,376 15,479,342 101,066 168,551

Increase (decrease) in net assets resulting
from capital unit transactions 2,280,710 56,560,484 5,877,267 (1,463,226) 2,309,033
------------ ------------ ------------ ------------ ------------

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,099,137 98,243,860 21,356,609 (1,362,160) 2,477,584

NET ASSETS AT BEGINNING OF YEAR 9,613,393 137,575,048 58,083,768 2,518,428 13,448,123
------------ ------------ ------------ ------------ ------------

NET ASSETS AT END OF YEAR $ 12,712,530 $235,818,908 $ 79,440,377 $ 1,156,268 $ 15,925,707
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

29
<PAGE> 53

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

Series B Series G Series T Series P Series I
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Operations

Net investment income $ 486,838 $ 7,322,600 $ 4,167,376 $ 99,635 $ 262,347

Net realized investment gains (losses) (53,594) 2,094,280 1,100,192 99,160

Net unrealized investment appreciation
(depreciation) during the year (280,479) 8,500,561 4,324,599 1,142,988
------------ ------------ ------------ ------------ ------------

Increase in net assets resulting from
operations 152,765 17,917,441 9,592,167 99,635 1,504,495

Increase (decrease) in net assets resulting
from capital unit transactions 2,936,243 49,078,301 4,958,300 (204,492) 3,609,567
------------ ------------ ------------ ------------ ------------

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,089,008 66,995,742 14,550,467 (104,857) 5,114,062

NET ASSETS AT BEGINNING OF YEAR 6,524,385 70,579,306 43,533,301 2,623,285 8,334,061
------------ ------------ ------------ ------------ ------------

NET ASSETS AT END OF YEAR $ 9,613,393 $137,575,048 $ 58,083,768 $ 2,518,428 $ 13,448,123
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.

30
<PAGE> 54

SECURITY FIRST LIFE SEPARATE ACCOUNT A

INVESTMENTS

DECEMBER 31, 1997
SCHEDULE I
<TABLE>
<CAPTION>

Carrying
Value Unrealized Cost
Name of Issue Shares (Note A) Appreciation (Note B)
- ------------------------------------------------------------- ------ -------- ------------ --------
<S> <C> <C> <C> <C>
Security First Trust Bond Series - capital shares 3,220,084 $ 12,725,070 $ 135,904 $ 12,589,166

Security First Trust Growth and Income Series - capital
shares 15,168,545 $235,478,870 $ 37,685,379 $197,793,491

T. Rowe Price Growth Stock Fund, Inc. - capital shares 2,740,133 $ 79,436,465 $ 13,906,642 $ 65,529,823

T. Rowe Price Prime Reserve Fund, Inc. - capital shares 1,158,226 $ 1,158,226 $ 1,158,226

T. Rowe Price International Stock Fund, Inc. - capital shares 1,185,607 $ 15,910,839 $ 507,003 $ 15,403,836
</TABLE>

Note A The carrying value of the investments is the reported net asset value
of the investment company's capital shares.

Note B Cost is determined by using the first-in, first-out cost method.

The accompanying notes are an integral part of these financial statements.

31
<PAGE> 55

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1997
<TABLE>
<CAPTION>

ASSETS Series FA Series FG Series FI Series FO Series FM
------------ ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Investments

Fidelity Investments - VIP Asset Manager (7,455,253 shares
at net asset value of $18.01 per share; cost $117,124,560) $134,269,107

Fidelity Investments - VIP Growth Portfolio (4,877,290
shares at net asset value of $37.10 per share; cost $180,947,469
$150,117,057)

Fidelity Investments - VIP Index 500 (822,282 shares at
net asset value of $114.39 per share; cost $78,222,594) $ 94,060,879

Fidelity Investments - VIP Overseas Portfolio (794,774
shares at net asset value of $19.20 per share; cost
$ 14,036,468) $ 15,259,668

Fidelity Investments - VIP Money Market Fund (22,711,508
shares at net asset value of $1.00 per share; cost
$ 22,711,508) $ 22,711,508

Receivable from Security First Life Insurance Company
for purchases 108,478 177,708 208,347 2,603 232,895
Receivable from mutual funds 30,508 33,806 79,027 3,196
Other assets 2,524 1,004 11,143 873
------------ ----------- ---------- ---------- ----------
TOTAL ASSETS 134,410,617 181,159,987 94,359,396 15,266,340 22,944,403
</TABLE>

32
<PAGE> 56
SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF ASSETS AND LIABILITIES (continued)

DECEMBER 31, 1997
<TABLE>
<CAPTION>

LIABILITIES Series FA Series FG Series FI Series FO Series FM
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Payable to Security First Life Insurance
Company for mortality and expense risk $ 163,032 $ 213,973 $ 109,868 $ 17,800 $ 27,076

Payable to Security First Life Insurance
Company for redemptions 47,705 36,895 7,452 6,341 8,641

Payable to Mutual Funds 109,334 199,509 286,459 5,207 226,019

Other liabilities 3,298
------------ ------------ ------------ ------------ ------------

TOTAL LIABILITIES 320,071 450,377 403,779 29,348 265,034

NET ASSETS

Cost to Investors
Series FA Accumulation Units 116,945,999
Series FG Accumulation Units 149,879,198
Series FI Accumulation Units 78,117,332
Series FO Accumulation Units 14,013,792
Series FM Accumulation Units 22,679,369

Accumulated undistributed income
Net unrealized appreciation 17,144,547 30,830,412 15,838,285 1,223,200
------------ ------------ ------------ ------------ ------------

NET ASSETS APPLICABLE TO OUTSTANDING
UNITS OF CAPITAL $134,090,546 $180,709,610 $ 93,955,617 $ 15,236,992 $ 22,679,369
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

33
<PAGE> 57

SECURITY FIRST LIFE SEPARATE ACCOUNT

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>

Series FA Series FG Series FI Series FO Series FM
----------- ----------- ----------- ----------- -----------
INVESTMENT INCOME
<S> <C> <C> <C> <C> <C>
Dividends $11,378,838 $ 4,261,797 $ 1,220,405 $ 943,935 $ 1,154,167

Other investment income 21,951 152,987 176,564 13,953 6,561
----------- ----------- ----------- ----------- -----------

11,400,789 4,414,784 1,396,969 957,888 1,160,728

EXPENSES

Charges for mortality and expense risk 1,431,442 1,838,829 762,267 163,548 277,456
----------- ----------- ----------- ----------- -----------

NET INVESTMENT INCOME 9,969,347 2,575,955 634,702 794,340 883,272

INVESTMENT GAINS

Realized investment gains 1,354,839 6,816,420 2,142,914 183,119

Unrealized investment appreciation
during the year 8,000,602 19,046,439 12,199,875 153,795
----------- ----------- ----------- -----------

NET INVESTMENT GAINS 9,355,441 25,862,859 14,342,789 336,914
----------- ----------- ----------- ----------- -----------

INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $19,324,788 $28,438,814 $14,977,491 $ 1,131,254 $ 883,272
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

34
<PAGE> 58

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>

Series FA Series FG Series FI Series FO Series FM
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Operations

Net investment income $ 9,969,347 $ 2,575,955 $ 634,702 $ 794,340 $ 883,272

Net realized investment gains 1,354,839 6,816,420 2,142,914 183,119

Net unrealized investment appreciation
during the year 8,000,602 19,046,439 12,199,875 153,795
------------ ------------ ------------ ------------ ------------

Increase in net assets resulting
from operations 19,324,788 28,438,814 14,977,491 1,131,254 883,272

Increase in net assets resulting from
capital unit transactions 23,348,022 39,688,474 47,598,152 3,587,791 4,463,628
------------ ------------ ------------ ------------ ------------

TOTAL INCREASE IN NET ASSETS 42,672,810 68,127,288 62,575,643 4,719,045 5,346,900

NET ASSETS AT BEGINNING OF YEAR 91,417,736 112,582,322 31,379,974 10,517,947 17,332,469
------------ ------------ ------------ ------------ ------------

NET ASSETS AT END OF YEAR $134,090,546 $180,709,610 $ 93,955,617 $ 15,236,992 $ 22,679,369
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

35
<PAGE> 59

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

Series FA Series FG Series FI Series FO Series FM
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Operations

Net investment income $ 2,292,810 $ 2,666,686 $ 219,013 $ 44,644 $ 475,162

Net realized investment gains 320,767 814,080 280,197 26,876

Net unrealized investment appreciation
during the year 5,114,840 5,048,213 2,889,708 819,437
------------ ------------ ------------ ------------ ------------

Increase in net assets resulting from
operations 7,728,417 8,528,979 3,388,918 890,957 475,162

Increase in net assets resulting from
capital unit transactions 39,808,589 59,753,701 21,470,058 4,778,724 8,469,934
------------ ------------ ------------ ------------ ------------

TOTAL INCREASE IN NET ASSETS 47,537,006 68,282,680 24,858,976 5,669,681 8,945,096

NET ASSETS AT BEGINNING OF YEAR 43,880,730 44,299,642 6,520,998 4,848,266 8,387,373
------------ ------------ ------------ ------------ ------------

NET ASSETS AT END OF YEAR $ 91,417,736 $112,582,322 $ 31,379,974 $ 10,517,947 $ 17,332,469
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

36
<PAGE> 60

SECURITY FIRST LIFE SEPARATE ACCOUNT A

INVESTMENTS

DECEMBER 31, 1997

SCHEDULE I
<TABLE>
<CAPTION>

Carrying
Value Unrealized Cost
Name of Issue Shares (Note A) Appreciation (Note B)
- --------------------------------------------------------- ------ -------- ------------ --------
<S> <C> <C> <C> <C>
Fidelity Investments VIP Asset Manager - capital shares 7,455,253 $134,269,107 $ 17,144,547 $117,124,560

Fidelity Investments VIP Growth Portfolio - capital shares 4,877,290 $180,947,469 $ 30,830,412 $150,117,057

Fidelity Investments VIP Index 500 - capital shares 822,282 $ 94,060,879 $ 15,838,285 $ 78,222,594

Fidelity Investments Overseas Portfolio - capital shares 794,774 $ 15,259,668 $ 1,223,200 $ 14,036,468

Fidelity Investments VIP Money Market Fund - capital shares 22,711,508 $ 22,711,508 $ 22,711,508
</TABLE>

Note A The carrying value of the investments is the reported net asset value
of the investment company's capital shares.

Note B Cost is determined by using the first-in, first-out cost method.

The accompanying notes are an integral part of these financial statements.

37
<PAGE> 61

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1997
<TABLE>
<CAPTION>
Series SU Series SV Series AS Series SI Series FC Series FE
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS

Investments

Security First Trust - U.S. Government Income
Series (6,578,529 shares at net asset value of
$5.26 per share; cost $34,171,356) $34,611,350

Security First Trust - Equity Series (6,984,622
shares at net asset value of $7.63 per share;
cost $45,919,942) $53,277,540

Alger American Small Capitalization Portfolio
(943,637 shares at net asset value of $43.75 per
share; cost $37,354,356) $41,284,140

Scudder International Fund (449,900 shares at net
asset value of $14.11 per share; cost $6,142,013) $ 6,348,087

Fidelity Investments - VIP Contra Fund (3,763,450
shares at net asset value of $19.94 per share;
cost $63,042,774) $75,043,202

Fidelity Investments - VIP Equity Income Portfolio
(720,269 shares at net asset value of $24.28 per
share; cost $15,191,468) $17,488,141

Receivable from Security First Life
Insurance Company for purchases 1,584 4,140 74,373 24,943 177,728 902
Receivable from mutual funds 17,251 11,002 388 60 10,250 699
Other assets 1,088 1,044 9,270 11,364
----------- ----------- ----------- ----------- ----------- -----------

TOTAL ASSETS 34,630,185 53,292,682 41,359,989 6,374,134 75,240,450 17,501,106
</TABLE>

38
<PAGE> 62

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF ASSETS AND LIABILITIES (continued)

DECEMBER 31, 1997

LIABILITIES
<TABLE>
<CAPTION>
Series SU Series SV Series AS Series SI Series FC Series FE
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Payable to Security First Life Insurance
Company for mortality and expense risk $41,939 $ 62,425 $ 52,141 $ 8,046 $ 94,058 $ 22,678

Payable to Security First Life Insurance
Company for redemptions 8,048 14,612 6,036 224 8,033 4,531

Payable to Mutual Funds 16,440 11,871 75,360 25,003 187,533 1,398

Other liabilities 894 1,825
----------- ----------- ----------- ----------- ----------- -----------

TOTAL LIABILITIES 67,321 90,733 133,537 33,273 289,624 28,607

NET ASSETS

Cost to investors
Series SU Accumulation Units 34,122,871
Series SV Accumulation Units 45,844,351
Series AS Accumulation Units 37,296,668
Series SI Accumulation Units 6,134,787
Series FC Accumulation Units 62,950,398
Series FE Accumulation Units 15,175,826

Accumulated undistributed income
Net unrealized appreciation 439,993 7,357,598 3,929,784 206,074 12,000,428 2,296,673
----------- ----------- ----------- ----------- ----------- -----------

NET ASSETS APPLICABLE TO OUTSTANDING
UNITS OF CAPITAL $34,562,864 $53,201,949 $41,226,452 $ 6,340,861 $74,950,826 $17,472,499
=========== =========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

39
<PAGE> 63

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997

Series SU Series SV Series AS Series SI Series FC Series FE
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME

Dividends $ 1,507,408 $ 4,569,512 $ 1,075,765 $ 59,991 $ 1,012,048 $ 659,887

Other investment income (loss) (6,392) 33,126 37,269 8,198 129,605 35,018
----------- ----------- ----------- ----------- ----------- -----------

1,501,016 4,602,638 1,113,034 68,189 1,141,653 694,905

EXPENSES

Charges for mortality and expense risk 331,048 504,191 410,910 58,139 693,095 152,789
----------- ----------- ----------- ----------- ----------- -----------

NET INVESTMENT INCOME 1,169,968 4,098,447 702,124 10,050 448,558 542,116

INVESTMENT GAINS (LOSSES)

Net realized investment gains (losses) 68,543 866,363 (1,107,270) 73,324 1,353,917 80,187

Unrealized investment appreciation 346,517 4,977,323 3,933,637 74,470 8,445,340 1,848,038
----------- ----------- ----------- ----------- ----------- -----------

NET INVESTMENT GAINS 415,060 5,843,686 2,826,367 147,794 9,799,257 1,928,225
----------- ----------- ----------- ----------- ----------- -----------

INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 1,585,028 $ 9,942,133 $ 3,528,491 $ 157,844 $10,247,815 $ 2,470,341
=========== =========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

40
<PAGE> 64

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1997

Series SU Series SV Series AS Series SI Series FC Series FE
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Operations

Net investment income $ 1,169,968 $ 4,098,447 $ 702,124 $ 10,050 $ 448,558 $ 542,116

Net realized investment gains (losses) 68,543 866,363 (1,107,270) 73,324 1,353,917 80,187

Net unrealized investment appreciation
during the year 346,517 4,977,323 3,933,637 74,470 8,445,340 1,848,038
------------ ------------ ------------ ------------ ------------ ------------

Increase in net assets resulting
from operations 1,585,028 9,942,133 3,528,491 157,844 10,247,815 2,470,341

Increase in net assets resulting from
capital unit transactions 14,141,455 14,984,359 17,346,956 4,143,499 34,652,276 9,173,378
------------ ------------ ------------ ------------ ------------ ------------

TOTAL INCREASE IN NET ASSETS 15,726,483 24,926,492 20,875,447 4,301,343 44,900,091 11,643,719

NET ASSETS AT BEGINNING OF YEAR 18,836,381 28,275,457 20,351,005 2,039,518 30,050,735 5,828,780
------------ ------------ ------------ ------------ ------------ ------------

NET ASSETS AT END OF YEAR $ 34,562,864 $ 53,201,949 $ 41,226,452 $ 6,340,861 $ 74,950,826 $ 17,472,499
============ ============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

41
<PAGE> 65

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

Series SU Series SV Series AS Series SI Series FC Series FE
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Operations

Net investment income (loss) $ 626,839 $ 2,031,476 $ (123,234) $ (357) $ (87,943) $ 24,457

Net realized investment gains 4,734 136,458 31,846 12,881 20,969 28,195

Net unrealized investment appreciation
(depreciation) during the year (154,056) 1,247,963 88,899 121,032 3,462,652 402,870
------------ ------------ ------------ ------------ ------------ ------------

Increase (decrease) in net assets
resulting from operations 477,517 3,415,897 (2,489) 133,556 3,395,678 455,522

Increase in net assets resulting from
capital unit transactions 9,107,385 11,774,074 15,547,005 1,523,514 20,780,230 4,568,738
------------ ------------ ------------ ------------ ------------ ------------

TOTAL INCREASE IN NET ASSETS 9,584,902 15,189,971 15,544,516 1,657,070 24,175,908 5,024,260

NET ASSETS AT BEGINNING OF YEAR 9,251,479 13,085,486 4,806,489 382,448 5,874,827 804,520
------------ ------------ ------------ ------------ ------------ ------------

NET ASSETS AT END OF YEAR $ 18,836,381 $ 28,275,457 $ 20,351,005 $ 2,039,518 $ 30,050,735 $ 5,828,780
============ ============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

42
<PAGE> 66

SECURITY FIRST LIFE SEPARATE ACCOUNT A

INVESTMENTS

DECEMBER 31, 1997
SCHEDULE I
<TABLE>
<CAPTION>

Carrying
Value Unrealized Cost
Name of Issue Shares (Note A) Appreciation (Note B)
- ----------------------------------------------------- ------ -------- ------------ --------
<S> <C> <C> <C> <C>
Security First Trust U. S. Government
Income Series - capital shares 6,578,529 $34,611,350 $ 439,993 $34,171,357

Security First Trust Equity Series - capital shares 6,984,622 $53,277,540 $ 7,357,598 $45,919,942

Alger American Small Capitalization Portfolio
- capital shares 943,637 $41,284,140 $ 3,929,784 $37,354,356

Scudder International Fund - capital shares 449,900 $ 6,348,087 $ 206,074 $ 6,142,013

Fidelity Investments VIP Contra Fund - capital shares 3,763,450 $75,043,202 $12,000,428 $63,042,774

Fidelity Investments VIP Equity Income Portfolio
- capital shares 720,269 $17,488,141 $ 2,296,673 $15,191,468
</TABLE>

Note A The carrying value of the investments is the reported net asset value of
the investment company's capital shares.

Note B Cost is determined by using the first-in, first-out cost method.

The accompanying notes are an integral part of these financial statements.

43
<PAGE> 67

SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997

NOTE 1 -- BASIS OF PRESENTATION

Security First Life Separate Account A (the Separate Account) was established on
May 29, 1980, as a separate account of Security First Life Insurance Company
(Security Life), the sponsor company, and is registered under the Investment
Company Act of 1940 as a unit investment trust. The Separate Account is designed
to provide annuity benefits pursuant to certain variable annuity contracts (the
Contracts) issued by Security Life.

In accordance with the terms of the Contracts, all payments allocated to the
Separate Account by the contract owners must be allocated to purchase shares of
any or all of four series of Security First Trust (the Trust), a Massachusetts
business trust, and twelve mutual funds (the investment companies). The series
of the Trust are Bond Series, Growth and Income Series, Equity Series, and U.S.
Government Income Series and the mutual funds are T. Rowe Price Growth Stock
Fund, Inc., T. Rowe Price Prime Reserve Fund, Inc., T. Rowe Price International
Stock Fund, Inc., Alger American Small Capitalization Portfolio, Scudder
International Fund, and Fidelity Investments: VIP Asset Manager, VIP Growth
Portfolio, VIP Index 500, VIP Overseas Portfolio, VIP Contra Fund, VIP Equity
Income Portfolio and VIP Money Market Fund. The Trust and the investment
companies are registered as diversified, open-end management investment
companies under the Investment Company Act of 1940. The Separate Account is
correspondingly divided into sixteen series of Accumulation Units, Series B, G,
SU, SV, T, P, I, AS, SI, FA, FG, FI, FO, FC, FE and FM, relating to investments
in each of the investment companies, respectively.

All series of the Trust receive administrative services for a fee from Security
First Investment Management Corporation (Security Management). Security First
Financial, Inc. (Security Financial) is the principal underwriter for the
Contracts. Security Life, Security Management, and Security Financial are
wholly-owned subsidiaries of Security First Group, Inc. which became a
wholly-owned subsidiary of Metropolitan Life Insurance Company on October 30,
1997. Investment advice is provided to the Security First Trust Growth and
Income Series by T. Rowe Price Associates, Inc., by Neuberger and Berman to the
Security First Trust Bond Series, and to the Security First Trust Equity and
U.S. Government Income Series by Virtus Capital Management.

44
<PAGE> 68

SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 1 -- BASIS OF PRESENTATION (continued)

The Separate Account and each series therein are administered and accounted for
as part of the business of Security Life. The investment income and capital
gains and losses of each Separate Account series are identified with the assets
held for that series in accordance with the terms of the Contracts, without
regard to investment income and capital gains and losses arising out of any
other business Security Life may conduct.

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

The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from these estimates.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

VALUATION OF INVESTMENTS -- Investments are carried at fair value, which is
determined by multiplying the investment companies' shares owned by the Separate
Account by the reported net asset value per share of each respective investment
company. Realized investment gains and losses are determined on the first-in,
first-out cost basis.

EXPENSES AND CHARGES -- The Separate Account accrues charges incurred for the
mortality and expense risk assumed by Security Life. The charges are calculated
daily by multiplying the value of the assets of the Separate Account by the
daily mortality and expense risk rate. Security Life has the option of calling
for payment of such charges at any time. The following table illustrates the
rates for the respective contracts:
<TABLE>
<CAPTION>

Contract Type Annual Rate Daily Rate
------------- ----------- ----------
<S> <C> <C>
SF 135R; SF 234; SF 89; SF 224FL;
SF 236FL; SF 1700 Contracts .89% .0000244
SF 228DC Contracts 1.25% .0000342
SF 135R2S Contracts 1.15% .0000315
SF 230; SF 224R1; SF 226R1 Contracts 1.35% .0000370
SF 135R2 Contracts 1.40% .0000384
</TABLE>

45
<PAGE> 69
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (continued)

The following charges are deducted from a contract holder's account by Security
Life as a capital transaction by reducing the separate account units held, and
such charges are not an expense of the Separate Account. An administration
charge (contract charge) is deducted from each contract and paid to Security
Life at the end of each contract year prior to the annuity date, and when the
entire contract value is withdrawn on any date other than a contract
anniversary. In the event that a participant withdraws all or a portion of the
participant's account, a contingent deferred sales charge (CDSC) may be applied
to the amount of the contract value withdrawn to cover certain expenses relating
to the sale of contracts. The following table illustrates contract charges and
CDSC with respect to the various types of contracts:
<TABLE>
<CAPTION>

Maximum Contract
Contract Type Charge Per Year CDSC
------------- --------------- ----
<S> <C> <C>
SF 236FL $12.00 Based on elapsed time since premium received.
Disappears on or before 6th anniversary.

SF 224FL $40.00 Based on elapsed time since premium received.
Disappears on or before 6th anniversary.

SF 1700 $42.50 Based on elapsed time since premium received.
Disappears on or before 6th anniversary.

SF 224R1, SF 230 * Based on elapsed time since premium received.
Disappears on or before 5th anniversary.

Group Form
226R1 $41.50 Seven percent of premium received.
Disappears on or before 6th anniversary.

All other group $19.50 Five percent of premium received.
Disappears on or before 6th anniversary.

SF 135R2V ** None

SF 135R2S, SF 135R2C ** Based on elapsed time since premium received.
Disappears after 7th year.
</TABLE>

* $55 (Currently being waived).
** .15% annually of average account value (currently being waived).

46
<PAGE> 70
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (continued)

In addition, transaction charges of $10 are incurred for each surrender or
annuitization. Upon conversion of either accumulation or annuity units from one
series to another, a $10 conversion charge is incurred. The amount deducted for
contract charges and CDSC was $1,061,306 for the year ended December 31, 1997,
and $513,405 for the year ended December 31, 1996.

INCOME RECOGNITION AND REINVESTMENT -- Income is recognized as declared payable
by the investment companies. All distributions received are reinvested in the
investment companies.

NOTE 3 -- FEDERAL INCOME TAXES

The operations of the Separate Account form a part of, and are taxed with, the
operations of Security Life, which is taxed as a "life insurance company" under
the Internal Revenue Code, and as such, Security Life is liable for income
taxes, if any, which become payable with respect to the Separate Account's
operations.

Separate accounts are generally required to meet certain diversification
requirements for their assets. However, separate accounts which solely provide
benefits for "pension plan contracts" are exempt from the diversification
requirements. Pension plan contracts include: (i) tax qualified plans; (ii)
employee annuities; (iii) plans for employees of life insurance companies; (iv)
tax sheltered annuities of exempt organizations; (v) individual retirement
accounts or annuities, and (vi) deferred compensation plans of certain
governmental or tax-exempt organizations. The Contracts issued by Security Life
are offered in connection with both pension plan contracts and non-qualified
contracts, therefore the Separate Account is subject to the diversification
requirements. Management believes that the Separate Account has met the
diversification requirements.

47
<PAGE> 71
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 4 -- CAPITAL TRANSACTIONS

Additions and deductions to units of capital consisting of the effect of capital
unit transactions were as follows:
<TABLE>
<CAPTION>
Additions to Capital Deductions From Capital
$ Units $ Units
---------- ---------- ---------- ----------
Year ended December 31, 1997:
<S> <C> <C> <C> <C>

SF 226R1; SF 228DC Contracts

Series B Accumulation Units 1,454,857 161,968 2,222,593 255,587
Series G Accumulation Units 31,042,330 2,023,469 18,299,082 1,273,695
Series FA Accumulation Units 16,861,300 2,260,447 20,550,274 2,914,536
Series FG Accumulation Units 24,047,220 2,718,139 23,181,360 2,836,909
Series FI Accumulation Units 25,839,798 2,590,459 11,992,236 1,323,107
Series FO Accumulation Units 676,805 96,009 3,024,539 431,009
Series FM Accumulation Units 34,039,726 6,010,978 41,104,341 7,257,641
Series SU Accumulation Units 4,217,960 757,368 6,638,272 1,191,234
Series AS Accumulation Units 15,197,790 2,242,386 11,790,183 1,911,329
Series SI Accumulation Units 3,350,813 472,812 880,405 127,900
Series FC Accumulation Units 29,023,362 3,457,635 11,801,326 1,548,439

SF 135R2 Contracts

Series B Accumulation Units 3,489,097 391,482 208,955 23,190
Series G Accumulation Units 27,974,005 1,827,071 1,007,953 61,587
Series FA Accumulation Units 22,037,238 3,083,772 1,118,816 145,718
Series FG Accumulation Units 29,266,279 3,456,848 2,096,800 221,099
Series FI Accumulation Units 21,704,130 2,243,395 880,069 84,619
Series FO Accumulation Units 5,206,390 713,113 321,230 41,040
Series FM Accumulation Units 91,417,945 15,908,209 80,431,227 13,960,948
Series SU Accumulation Units 16,459,936 2,907,217 1,379,636 241,387
Series AS Accumulation Units 14,561,015 2,303,839 1,072,603 152,394
Series SI Accumulation Units 1,406,153 199,513 59,297 8,138
Series FC Accumulation Units 16,309,026 2,064,971 617,179 70,030
Series FE Accumulation Units 9,709,051 1,220,079 535,673 66,368
Series SV Accumulation Units 14,910,993 2,340,582 1,268,768 189,923

SF 135R; SF 234; SF 224FL;
SF 236FL; SF 1700 Contracts

Series B Accumulation Units 1,251,814 66,317 1,258,763 66,260
Series G Accumulation Units 22,168,547 464,927 10,162,988 208,324
Series T Accumulation Units 13,912,418 337,577 8,035,151 194,789
Series P Accumulation Units 1,356,696 98,277 2,819,922 202,716
Series I Accumulation Units 5,494,020 613,377 3,184,987 356,665
Series FA Accumulation Units 5,261,860 725,367 2,416,199 336,103
Series FG Accumulation Units 10,795,331 1,233,017 5,486,217 645,857
Series FI Accumulation Units 9,999,482 1,019,149 1,804,657 183,675
</TABLE>

48
<PAGE> 72
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

<TABLE>

<S> <C> <C> <C> <C>
Series FM Accumulation Units 3,155,789 540,467 1,884,995 325,446
</TABLE>

NOTE 4 -- CAPITAL TRANSACTIONS (continued)

<TABLE>
<CAPTION>
Additions to Capital Deductions From Capital
$ Units $ Units
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
SF 135R2S

Series SU Accumulation Units 2,886,460 512,287 1,432,766 253,595
Series SV Accumulation Units 4,591,111 589,309 3,248,977 402,282
Series FM Accumulation Units 7,288,893 1,266,880 7,902,058 1,372,807
Series FG Accumulation Units 3,427,275 399,201 1,490,263 165,593
Series FO Accumulation Units 1,726,903 274,657 676,538 105,526

SF 224R1; SF 230

Series B Accumulation Units 509,920 59,735 734,667 85,140
Series G Accumulation Units 8,895,697 547,437 4,050,072 249,469
Series FA Accumulation Units 6,970,487 948,458 3,697,574 504,142
Series FG Accumulation Units 7,792,635 871,059 3,385,626 379,160
Series FI Accumulation Units 5,441,074 544,189 709,370 68,289
Series FM Accumulation Units 455,713 79,801 571,817 71,385
Series SU Accumulation Units 27,773 4,830 -- --
Series AS Accumulation Units 453,797 64,797 2,860 423
Series SI Accumulation Units 369,791 51,424 43,556 5,917
Series FC Accumulation Units 1,768,831 226,463 30,420 3,385

Year ended December 31, 1996:

SF 135R; SF 226R1;
SF 228DC Contracts

Series B Accumulation Units 1,457,968 173,008 288,184 34,370
Series G Accumulation Units 14,597,742 1,163,010 1,544,237 124,761
Series FA Accumulation Units 15,083,889 2,386,263 4,817,387 761,858
Series FG Accumulation Units 25,437,990 3,316,801 3,090,860 403,159
Series FI Accumulation Units 14,245,149 1,834,275 1,074,884 134,904
Series FO Accumulation Units 1,140,778 176,902 169,596 26,298
Series FM Accumulation Units 26,932,483 4,853,215 20,523,960 3,697,741
Series SU Accumulation Units 2,374,207 434,190 109,775 20,040
Series AS Accumulation Units 16,999,648 2,501,793 1,452,643 213,708
Series SI Accumulation Units 1,670,305 266,302 146,791 23,697
Series FC Accumulation Units 21,801,795 3,201,615 1,021,565 149,159
Series FE Accumulation Units 4,806,768 746,267 2,380,030 36,019
Series SV Accumulation Units 1,544,460 285,804 20,817 3,618

SF 234; SF 224FL; SF 236FL;
SF 1700 Contracts

Series B Accumulation Units 931,484 51,367 1,065,392 59,149
Series G Accumulation Units 13,106,032 341,108 7,100,392 185,366
Series T Accumulation Units 11,430,218 348,446 6,471,918 196,812
Series P Accumulation Units 653,049 49,155 857,541 64,727
Series I Accumulation Units 5,543,290 691,905 1,933,723 240,937
Series FA Accumulation Units 4,879,721 801,224 2,064,517 336,514
Series FG Accumulation Units 11,230,260 1,527,712 2,716,606 362,785
Series FI Accumulation Units 4,604,737 613,367 791,378 103,660
</TABLE>

49
<PAGE> 73
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

<TABLE>

<S> <C> <C> <C> <C>
Series FM Accumulation Units 1,759,008 317,763 1,732,158 312,636
</TABLE>

<TABLE>
<CAPTION>
Additions to Capital Deductions From Capital
$ Units $ Units
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
SF 135R2S

Series SU Accumulation Units 7,593,093 1,416,303 750,140 139,104
Series SV Accumulation Units 11,598,037 1,831,596 1,347,606 210,583
Series FM Accumulation Units 10,241,054 1,826,561 9,046,976 1,610,850
Series FG Accumulation Units 8,059,593 1,075,155 808,401 107,079
Series FO Accumulation Units 4,116,962 747,815 309,420 56,136

SF 224R1: SF 230

Series B Accumulation Units 1,957,058 257,080 56,691 28,429
Series G Accumulation Units 30,537,423 2,308,139 518,267 127,912
Series FA Accumulation Units 27,219,472 4,255,909 492,589 165,276
Series FG Accumulation Units 22,127,890 2,858,154 486,165 114,979
Series FI Accumulation Units 4,650,004 583,863 163,570 35,543
Series FM Accumulation Units 862,152 131,031 21,669 9,661
</TABLE>

NOTE 5 -- UNITS OF CAPITAL

The following are the units outstanding and corresponding unit values as of
December 31, 1997:
<TABLE>
<CAPTION>

Units
Description Outstanding Unit Value
----------- ----------- ----------
<S> <C> <C>
SF 226R1; SF 228DC Contracts

Series B Accumulation Units 215,747 $ 9.35
Series G Accumulation Units 2,893,417 17.29
Series FA Accumulation Units 6,838,501 8.12
Series FG Accumulation Units 6,614,665 9.85
Series FI Accumulation Units 3,577,094 11.19
Series FO Accumulation Units 35,006 7.56
Series FM Accumulation Units 652,200 5.85
Series AS Accumulation Units 3,353,442 7.40
Series SI Accumulation Units 653,022 7.13
Series FC Accumulation Units 5,895,334 9.24
</TABLE>

50
<PAGE> 74
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

Units
Description Outstanding Unit Value
----------- ----------- ----------
<S> <C> <C>
SF 135R2 Contracts

Series B Accumulation Units 368,292 $ 9.35
Series G Accumulation Units 1,765,484 17.28
Series FA Accumulation Units 2,938,054 8.12
Series FG Accumulation Units 3,235,749 9.84
Series FI Accumulation Units 2,158,776 11.19
Series FO Accumulation Units 672,073 7.56
Series FM Accumulation Units 1,947,261 5.84
Series SU Accumulation Units 2,665,830 5.87
Series AS Accumulation Units 2,151,445 7.40
Series SI Accumulation Units 191,375 7.12
Series FC Accumulation Units 1,994,941 9.24
Series FE Accumulation Units 1,995,080 8.76
Series SV Accumulation Units 2,432,845 7.14

SF 135R; SF 234; SF 224FL;
SF 236FL; SF 1700 Contracts

Series B Accumulation Units 269,783 20.11
Series G Accumulation Units 2,052,536 53.68
Series T Accumulation Units 1,724,685 46.06
Series P Accumulation Units 82,240 14.05
Series I Accumulation Units 1,825,908 8.72
Series FA Accumulation Units 2,329,571 7.87
Series FG Accumulation Units 3,138,529 9.51
Series FI Accumulation Units 1,670,379 10.95
Series FM Accumulation Units 886,537 5.92

SF 135R2S Contracts

Series SU Accumulation Units 3,228,563 5.85
Series SV Accumulation Units 3,994,635 8.97
Series FM Accumulation Units 250,149 5.91
Series FG Accumulation Units 2,286,120 9.69
Series FO Accumulation Units 1,528,760 6.47

SF 224R1; SF 230

Series B Accumulation Units 203,246 8.99
Series G Accumulation Units 2,478,195 18.20
Series FA Accumulation Units 4,534,949 8.03
Series FG Accumulation Units 3,235,074 9.81
Series FI Accumulation Units 1,024,220 11.23
Series FM Accumulation Units 129,786 5.86
Series SU Accumulation Units 4,830 5.87
Series AS Accumulation Units 64,374 7.40
Series SI Accumulation Units 45,507 7.13
Series FC Accumulation Units 223,078 9.24
</TABLE>

51
<PAGE> 75
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 6 -- IMPACT OF YEAR 2000 (unaudited)

Security First Group will utilize external resources to renovate or replace the
software for Year 2000 modifications and internal resources to test this
software. Security First Group anticipates completing the Line of Business
applications by December 31, 1998, which is prior to any anticipated impact on
operations. The client/server operating systems and applications, covering most
internal financial and administrative functions, will be completed by June 30,
1999. The total cost of the Year 2000 project is estimated at $1.5 million and
is being funded through operating cash flows of Security First Group (Security
First Life Separate Account A will incur no costs as a result of this project).

The cost of the project and the date on which Security First Group believes it
will complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future events,
including the continued availability of certain resources and other factors.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from those anticipated.

52
<PAGE> 76

PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements contained herein

(1) Security First Life Insurance Company

(2) Security First Life Separate Account A

Part A - Condensed Financial Information
Part B - Statement of Assets and Liabilities, Statement of
Operations, Statement of Changes in Net Assets,
Statement of Investments

Part B - Depositor's financial statements with notes

(b) Exhibits

(10) Consent of Independent Auditors - herewith
(13) Organizational Chart - herewith

All previously filed Exhibits to Security First Life Separate Account A
registration statement and all post-effective amendments thereto are
specifically incorporated herein by reference.

Item 25. Directors and Officers of the Depositor

The officers and directors of Security First Life Insurance Company are listed
below. Their principal business address is 11365 West Olympic Boulevard, Los
Angeles, California 90064.

<TABLE>
<CAPTION>
Name Position and Offices with Depositor
- ---- -----------------------------------
<S> <C>
David A. Levene Chairman of the Board and Director
John K. Bruins Director
Steven T. Cates Director
Terence Lennon Director
Gail A. Praslick Director
Joseph A. Reali Director
Anthony J. Williamson Director
Richard C. Pearson Director, President and General Counsel
Howard H. Kayton Executive Vice President and Chief
Actuary
Brian J. Finneran Senior Vice President
Jane F. Eagle Senior Vice President
Peter R. Jones Senior Vice President
Cheryl M. MacGregor Senior Vice President
Alex H. Masson Senior Vice President
Anthony J. Williamson Senior Vice President, Chief Investment
Officer
George R. Bateman Vice President
James C. Turner Vice President
Leo Brown Assistant Vice President
Steven J. Brash Assistant Vice President
Ronald Mare Assistant Vice President
</TABLE>

C-1
<PAGE> 77

<TABLE>
<S> <C>
Cheryl J. Finney Associate General Counsel and Assistant
Secretary
Patrizia DiMolfetta Controller
James Bossert Assistant Controller
George J. Olah Treasurer
Louis Ragusa Secretary
Richard G. Mandel Assistant Secretary
</TABLE>

Item 26. Persons Controlled by or under Common Control with Depositor of
Registrant

The Registrant is a Separate Account of Security First Life Insurance Company
("depositor"). For a complete listing and diagram of all persons directly or
indirectly controlled by or under common control with the depositor, see Exhibit
13.

Item 27. Number of Contractowners

As of March 31, 1998 there were 12,495 owners of the Contracts which are the
subject of this post-effective amendment.

Item 28. Indemnification

None

Item 29. Principal Underwriters

Security First Financial, Inc. is the principal underwriter for Security First
Life Separate Account A.

The following are the directors and officers of Security First Financial, Inc.
Their principal business address is 11365 West Olympic Boulevard, Los Angeles,
California 90064.

<TABLE>
<CAPTION>
Name Position with Underwriter
- ---- -------------------------
<S> <C>
Richard C. Pearson Director, President, General Counsel and
Secretary
Jane Frances Eagle Director, Senior Vice President and
Treasurer
Peter R. Jones Senior Vice President
Howard H. Kayton Senior Vice President and Chief Actuary
James Cyrus Turner Vice President and Assistant Secretary
Alan G. Arthurs Assistant Vice President
*Barbara J. Ellner Supervisor of Compliance
</TABLE>

* not an officer

C-2
<PAGE> 78

<TABLE>
<CAPTION>
Net
Name of Underwriting Compensation on
Principal Discount and Redemption or Brokerage
Underwriter Commissions* Annuitization Commission Compensation
- ----------- ------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
Security First None None None None
Financial, Inc.
</TABLE>

*Fee paid by Security First Life Insurance Company for serving as underwriter.

Item 30. Location of Accounts and Records

Security First Financial, Inc., underwriter for the registrant, is located at
11365 West Olympic Boulevard, Los Angeles, California 90064. It maintains those
accounts and records required to be maintained by it pursuant to Section 31(a)
of the Investment Company Act of 1940 and the rules promulgated thereunder.

Security First Life Insurance Company, the depositor for the registrant, is
located at 11365 West Olympic Boulevard, Los Angeles, California 90064. It
maintains those accounts and records required to be maintained by it pursuant to
Section 31(a) of the Investment Company Act and the rules promulgated thereunder
and as custodian for the Registrant.

Security First Group, Inc. is located at 11365 West Olympic Boulevard, Los
Angeles, California 90064. It performs substantially all of the record keeping
and administrative services in connection with the Registrant.

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Registrant makes the following undertaking:

Security First Life represents that the charges deducted under the Contracts
described herein this registration statement are, in the aggregate, reasonable
in relation to the services rendered, the expenses expected to be incurred and
the risks assumed by Security First.

C-3
<PAGE> 79

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of the Securities
Act Rule 485(b) for effectiveness of this Registration Statement and has duly
caused this amended Registration Statement to be signed on its behalf in the
City of Los Angeles and State of California on this 29th day of April 1998.

SECURITY FIRST LIFE SEPARATE ACCOUNT A
(Registrant)

By SECURITY FIRST LIFE INSURANCE COMPANY
(Sponsor)

By /s/ Richard C. Pearson
-----------------------------
Richard C. Pearson, President

As required by the Securities Act of 1933, this Post-Effective amendment to its
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

Signature Title Date
- --------- ----- ----

/s/ Richard C. Pearson President, Chief Executive April 29, 1998
- -------------------------- Officer and Director
Richard C. Pearson

/s/ Jane F. Eagle Senior Vice President,
- -------------------------- and Chief Financial Officer April 29, 1998
Jane F. Eagle

/s/ David A. Levene* Chairman, Director April 29, 1998
- --------------------------
David A. Levene

/s/ John K. Bruins* Director April 29, 1998
- --------------------------
John K. Bruins

/s/ Steven T. Cates* Director April 29, 1998
- --------------------------
Steven T. Cates

/s/ Terence Lennon* Director April 29, 1998
- --------------------------
Terence Lennon

/s/ Gail A. Praslick* Director April 29, 1998
- --------------------------
Gail A. Praslick

/s/ Joseph A. Reali* Director April 29, 1998
- --------------------------
Joseph A. Reali

/s/ Anthony J. Williamson* Director April 29, 1998
- --------------------------
Anthony J. Williamson

/s/ Richard C. Pearson
- --------------------------
*(Richard C. Pearson as April 29, 1998
Attorney-in-Fact for each
of the persons indicated)
<PAGE> 80

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors
and/or officers of SECURITY FIRST LIFE INSURANCE COMPANY, a Delaware
corporation, which has filed or will file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, a registration statement and
amendments thereto for the registration under said Acts of the sale of certain
Group Flexible premium Variable Annuity Contracts designated SF236-FL in
connection with Security First Life Separate Account A (Registration No. IC
811-3365), hereby constitute and appoint Richard C. Pearson, Howard H. Kayton
and Jane F. Eagle, his attorney, with full power of substitution and
resubstitution, for and in his name, office and stead, in any and all
capacities, to approve and sign such Registration Statement and any and all
amendments thereto, with power where appropriate to affix the corporate seal of
said corporation thereto and to attest said seal and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys, each
of them, full power and authority to do and perform all and every act and thing
requisite to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that which said attorneys, or any of them, may
lawfully do or cause to be done by virtue hereof. This instrument may be
executed in one or more counterparts.

IN WITNESS WHEREOF, the undersigned have herewith set their names as of
the dates set forth below.

/s/ David A. Levene 3/15/98
- --------------------------------------- ------------------
David A. Levene, Director Date

/s/ John K. Bruins 3/20/98
- --------------------------------------- ------------------
John K. Bruins, Director Date

/s/ Steven T. Cates 4/13/98
- --------------------------------------- ------------------
Steven T. Cates, Director Date

/s/ Terence Lennon 3/19/98
- --------------------------------------- ------------------
Terence Lennon, Director Date

/s/ Gail A. Praslick 3/17/98
- --------------------------------------- ------------------
Gail A. Praslick, Director Date

/s/ Joseph A. Reali 3/26/98
- --------------------------------------- ------------------
Joseph A. Reali, Director Date

/s/ Anthony J. Williamson 3/26/98
- --------------------------------------- ------------------
Anthony J. Williamson, Director Date

/s/ Richard C. Pearson 3/26/98
- --------------------------------------- ------------------
Richard C. Pearson, Director and Date
Attorney-in-fact

/s/ Howard Kayton 3/26/98
- --------------------------------------- ------------------
Howard Kayton, Attorney-in-fact Date

/s/ Jane F. Eagle 3/26/98
- --------------------------------------- ------------------
Jane F. Eagle, Attorney-in-fact Date

<PAGE> 1
EXHIBIT 10

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Condensed Financial
Information" and "Independent Auditors" and to the use of our reports on
Security First Life Insurance Company and Subsidiaries dated February 11, 1998
and Security First Life Separate Account A dated April 17, 1998 in the
Registration Statement (Form N-4, amendment number 12 under the Securities Act
of 1933, and amendment number 93 under the Investment Company Act of 1940) and
related Prospectus and Statement of Additional Information of Security First
Life Separate Account A.

Ernst & Young LLP

Los Angeles, California
May 1, 1998

<PAGE> 1

EXHIBIT 13

ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES
AS OF DECEMBER 31, 1997

The following is a list of subsidiaries of Metropolitan Life Insurance Company
("Metropolitan") as of December 31, 1997. Those entities which are listed at
the left margin (labelled with capital letters) are direct subsidiaries of
Metropolitan. Unless otherwise indicated, each entity which is indented under
another entity is a subsidiary of such indented entity and, therefore, an
indirect subsidiary of Metropolitan. Certain inactive subsidiaries have been
omitted from the Metropolitan Organizational listing. The voting securities
(excluding directors' qualifying shares, if any) of the subsidiaries listed are
100% owned by their respective parent corporations, unless otherwise indicated.
The jurisdiction of domicile of each subsidiary listed is set forth in the
parenthetical following such subsidiary.

A. Metropolitan Tower Corp. (Delaware)

1. Metropolitan Property and Casualty Insurance Company (Rhode Island)

a. Metropolitan Group Property and Casualty Insurance Company
(Rhode Island)

i. Metropolitan Reinsurance Company (U.K.) Limited (Great
Britain)

b. Metropolitan Casualty Insurance Company (Rhode Island)
c. Metropolitan General Insurance Company (Rhode Island)
d. First General Insurance Company (Georgia)
e. Metropolitan P&C Insurance Services, Inc. (California)
f. Metropolitan Lloyds, Inc. (Texas)
g. Met P&C Managing General Agency, Inc. (Texas)

2. Metropolitan Insurance and Annuity Company (Delaware)

a. MetLife Europe I, Inc. (Delaware)
b. MetLife Europe II, Inc. (Delaware)
c. MetLife Europe III, Inc. (Delaware)
d. MetLife Europe IV, Inc. (Delaware)
e. MetLife Europe V, Inc. (Delaware)
f. MetLife Healthcare Holdings, Inc. (Delaware)

3. MetLife General Insurance Agency, Inc. (Delaware)

a. MetLife General Insurance Agency of Alabama, Inc. (Alabama)
b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky)
c. MetLife General Insurance Agency of Mississippi, Inc.
(Mississippi)
d. MetLife General Insurance Agency of Texas, Inc. (Texas)
e. MetLife General Insurance Agency of North Carolina, Inc. (North
Carolina)
f. MetLife General Insurance Agency of Massachusetts, Inc.
(Massachusetts)

<PAGE> 2

4. Metropolitan Asset Management Corporation (Delaware)

a. MetLife Capital Holdings, Inc. (Delaware)

i. MetLife Capital Corporation (Delaware)

(1) Searles Cogeneration, Inc. (Delaware)
(2) MLYC Cogen, Inc. (Delaware)
(3) MCC Yerkes Inc. (Washington)
(4) MetLife Capital, Limited Partnership (Delaware).
Partnership interests in MetLife Capital, Limited
Partnership are held by Metropolitan (90%) and MetLife
Capital Corporation (10%).
(5) CLJFinco, Inc. (Delaware)

(a) MetLife Capital Credit L.P. (Delaware).
Partnership interests in MetLife Capital Credit
L.P. are held by Metropolitan (90%) and CLJ
Finco, Inc. (10%).

(i) MetLife Capital CFLI Holdings, LLC (DE)

(1) MetLife Capital CFLI Leasing, LLC
(DE)

(6) MetLife Capital Portfolio Investments, Inc. (Nevada)

(a) MetLife Capital Funding Corp. (Delaware)

(7) MetLife Capital Funding Corp. II (Delaware)

(8) MetLife Capital Funding Corp. III (Delaware)

ii. MetLife Capital Financial Corporation (Delaware)
90% of outstanding equity interest in Metlife
Capital Financial Corporation held directly
by Metropolitan Life Insurance Company.

<PAGE> 3

iii. MetLife Financial Acceptance Corporation (Delaware).
MetLife Capital Holdings, Inc. holds 100% of the voting
preferred stock of MetLife Financial Acceptance Corporation.
Metropolitan Property and Casualty Insurance Company holds
100% of the common stock of MetLife Financial Acceptance
Corporation.

iv. MetLife Capital International Ltd. (Delaware).

b. MetLife Investments Limited (United Kingdom). 23rd Street
Investments, Inc. holds one share of MetLife Investments
Limited.

c. MetLife Investments Asia Limited (Hong Kong). One share of
MetLife Investments Asia Limited is held by W&C Services, Inc., a
nominee of Metropolitan Asset Management Corporation.

5. SSRM Holdings, Inc. (Delaware)

a. GFM International Investors Ltd. (United Kingdom).

b. GFM International Investors, Inc. (United Kingdom).

i. GFM Investments Limited (United Kingdom)

c. State Street Research & Management Company (Delaware). Is a sub-
investment manager for the Growth, Income, Diversified and
Aggressive Growth Portfolios of Metropolitan Series Fund, Inc.

i. State Street Research Investment Services, Inc.
(Massachusetts)

d. SSR Realty Advisors, Inc. (Delaware)

i. Metric Management Inc. (Delaware)
ii. Metric Property Management, Inc. (Delaware)

(1) Metric Realty (Delaware). SSR Realty Advisors, Inc.
and Metric Property Management, Inc. each hold 50% of
the common stock of Metric Realty.

(a) Metric Institutional Apartment Fund II, L.P.
(California). Metric Realty holds a 1% interest
as general partner and Metropolitan holds an
approximately 14.6% limited partnership interest
in Metric Institutional Apartment Fund II, L.P.

(2) Metric Colorado, Inc. (Colorado). Metric Property
Management, Inc. holds 80% of the common stock of
Metric Colorado, Inc.

iii. Metric Capital Corporation (California)
iv. Metric Assignor, Inc. (California)
v. SSR AV, Inc. (Delaware)

3
<PAGE> 4

6. MetLife Holdings, Inc. (Delaware)

a. MetLife Funding, Inc. (Delaware)
b. MetLife Credit Corp. (Delaware)

7. Metropolitan Tower Realty Company, Inc. (Delaware)

8. Met Life Real Estate Advisors, Inc. (California)

9. Security First Group, Inc. (DE)

a. Security First Life Insurance Company (DE)

(i) Security First Life Insurance Company of Arizona (AZ)

b. Security First Insurance Agency, Inc. (MA)
c. Security First Financial Insurance Agency, Inc. (NV)
d. Security First Group of Ohio, Inc. (OH)
e. Security First Financial, Inc. (DE)
f. Security First Investment Management Corporation (DE)
g. Security First Management Corporation (DE)
h. Security First Real Estate, Inc. (DE)

10. Natiloportem Holdings, Inc. (Delaware)

B. Metropolitan Tower Life Insurance Company (Delaware)

C. MetLife Security Insurance Company of Louisiana (Louisiana)

D. MetLife Texas Holdings, Inc. (Delaware)

1. Texas Life Insurance Company (Texas)

a. Texas Life Agency Services, Inc. (Texas)

b. Texas Life Agency Services of Kansas, Inc. (Kansas)

E. MetLife Securities, Inc. (Delaware)

F. 23rd Street Investments, Inc. (Delaware)

G. Metropolitan Life Holdings Limited (Ontario, Canada)

1. Metropolitan Life Financial Services Limited (Ontario, Canada)

2. Metropolitan Life Financial Management Limited (Ontario, Canada)

a. Metropolitan Life Insurance Company of Canada (Canada)

4
<PAGE> 5

3. Morguard Investments Limited (Ontario, Canada)
Shares of Morguard Investments Limited ("Morguard") are held by
Metropolitan Life Holdings Limited (72%) and by employees of Morguard
(28%).
4. Services La Metropolitaine Quebec, Inc. (Quebec, Canada)

H. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan.

1. Seguros Genesis, S.A. (Spain)
2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros
(Spain)

I. Kolon-Met Life Insurance Company (Korea). Shares of Kolon-MetLife Insurance
Company are held by Metropolitan (51%) and by an entity (49%) unaffiliated
with Metropolitan.

5
<PAGE> 6

J. Metropolitan Life Seguros de Vida S.A. (Argentina)

K. Metropolitan Life Seguros de Retiro S.A. (Argentina).

L. Met Life Holdings Luxembourg (Luxembourg)

M. Metropolitan Life Holdings, Netherlands BV (Netherlands)

N. MetLife International Holdings, Inc. (Delaware)

O. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)

P. Metropolitan Marine Way Investments Limited (Canada)

Q. P.T. MetLife Sejahtera (Indonesia)

R. Seguros Genesis S.A. (Mexico) Metropolitan holds 85.49%, Metropolitan Tower
Corp. holds 7.31% and Metropolitan Asset Management Corporation holds 7.20%
of the common stock of Seguros Genesis S.A.

S. AFORE Genesis Metropolitan S.A. de C.V. (Mexico)

T. Metropolitan Life Seguros E Previdencia Privada S.A. (Brazil)

U. Hyatt Legal Plans, Inc. (Delaware)

V. One Madison Merchandising L.L.C. (Connecticut) Ownership of membership
interests in One Madison Merchandising L.L.C. is as follows: Metropolitan
owns 99% and Metropolitan Tower Corp. owns 1%.

6
<PAGE> 7

W. Metropolitan Realty Management, Inc. (Delaware)

1. Edison Supply and Distribution, Inc. (Delaware)
2. Cross & Brown Company (New York)

a. Cross & Brown Associates of New York, Inc. (New York)

b. Cross & Brown Construction Corp. (New York)

c. CBNJ, Inc. (New Jersey)

d. Subrown Corp. (New York)

X. MetPark Funding, Inc. (Delaware)

Y. 2154 Trading Corporation (New York)

Z. Transmountain Land & Livestock Company (Montana)

AA. Farmers National Company (Nebraska)

1. Farmers National Commodities, Inc. (Nebraska)

7
<PAGE> 8

A.B. MetLife Trust Company, National Association. (United States)
A.C. PESCO Plus, L.C. (Florida). Metropolitan holds a 50% interest in
PESCO Plus, L.C. and an unaffiliated party holds a 50% interest.
1. Public Employees Equities Services Company (Florida)
A.D. Benefit Services Corporation (Georgia)
A.E. G.A. Holding Corporation (MA)
A.F. TNE-Y, Inc. (DE)
A.G. CRH., Inc. (MA)
A.H. NELRECO Troy, Inc. (MA)
A.I. TNE Funding Corporation (DE)
A.J. L/C Development Corporation (CA)
A.K. Boylston Capital Advisors, Inc. (MA)
1. New England Portfolio Advisors, Inc. (MA)
A.L. CRB Co., Inc. (MA) AEW Real Estate Advisors, Inc. holds 49,000 preferred
non-voting shares of CRB Co., Inc. AEW Advisors, Inc. holds 1,000
preferred non-voting shares of CRB Co., Inc.
A.M. DPA Holding Corp. (MA)
A.N. Lyon/Copley Development Corporation (CA)
A.O. NEL Partnership Investments I, Inc. (MA)
A.P. New England Life Mortgage Funding Corporation (MA)
A.Q. Mercadian Capital L.P. (DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian Capital
L.P.
A.R. Mercadian Funding L.P. ( DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian
Funding L.P.

A.S. MetLife New England Holdings, Inc. (DE)
1. New England Life Insurance Company (MA)
a. New England Life Holdings, Inc. (DE)
i. New England Securities Corporation (MA)
1. Hereford Insurance Agency, Inc. (MA)
2. Hereford Insurance Agency of Alabama, Inc. (AL)
3. Hereford Insurance Agency of Minnesota, Inc. (MN)
4. Hereford Insurance Agency of Ohio, Inc. (OH)
5. Hereford Insurance Agency of New Mexico, Inc. (NM)
ii. TNE Advisers, Inc. (MA)
iii. TNE Information Services, Inc. (MA)
b. Exeter Reassurance Company, Ltd. (MA)
c. Omega Reinsurance Corporation (AZ)
d. New England Pension and Annuity Company (DE)
e. Newbury Insurance Company, Limited (Bermuda)

2. New England Investment Companies, Inc. (MA)
a. New England Investment companies, L.P. (DE) New England Investment
Companies, Inc. holds a 1.7% general partnership interest in New
England Investment Companies, L.P. MetLife New England Holdings,
Inc. holds a 3.3% general partnership interest in New England
Investment Companies, L.P.

3. NEIC Operating Partnership, L.P.
New England Investment Companies, L.P. holds a 14.2% general
partnership Interest and New England Investment Companies, Inc.
holds a 0.00002% general Partnership Interest in NEIC operating
Partnership, L.P. Metropolitan holds a 46.3% Limited Partnership
Interest in NEIC Operating Partnership, L.P.
a. NEIC Holdings, Inc. (MA)
i. Back Bay Advisors, Inc. (MA)

(1) Back Bay Advisors, L.P. (DE)
Back Bay Advisors, Inc.
holds a 1% general partner
interest and NEIC
Holdings, Inc. holds a 99%
limited partner interest
in Back Bay Advisors, L.P.
ii. R & T Asset Management, Inc. (MA)
(1) Reich & Tang Distributors, L.P. (DE)
R & T Asset Management Inc.
holds a 1% general interest and
R & T Asset Management, L.P.
holds a 99.5% limited partner
interest in Reich Tang Distributors, L.P.
(2) R & T Asset Management L.P.
R & T Asset Management, Inc.
holds a 0.5% general partner interest and
NEIC Holdings, Inc. hold a 99.5% limited
partner interest in &
Asset Management, L.P.
(3) Reich & Tang Services, L.P. (DE)
R & T Asset Management, Inc.
holds a 1% general partner interest and
R & T Asset Management, L.P.
holds a 99% limited partner interest
in Reich & Tang Services, L.P.
iii. Loomis, Sayles & Company, Inc. (MA)
(1) Loomis Sayles & Company, L.P. (DE)
Loomis Sayles & Company, Inc.
holds a 1% general partner interest and
R & T Asset Management, Inc. holds a 99%
limited partner interest in Loomis Sayles &
Company, L.P.
iv. Westpeak Investment Advisors, Inc. (MA)
(1) Westpeak Investment Advisors, L.P. (DE)
Westpeak Investment Advisors, Inc.
holds a 1% general partner interest and
Reich & Tang holds a 99% limited
partner interest in Westpeak Investment
Advisors, L.P.
v. VNSM, Inc. (DE)
(1) Vaughan, Nelson Scarborough & McConnell, L.P. (DE)
VNSM, Inc. holds a 1% general partner interest and
Reich & Tang Asset Management, Inc. holds a 99%
limited partner interest in Vaughan, Nelson
Scarborough & McConnell, L.P.

a. Breen Trust Company

vi. MC Management, Inc. (MA)
(1) MC Management, L.P. (DE)
MC Management, Inc. holds a 1% general partner
interest and R & T Asset Management, Inc.
holds a 99% limited partner interest in MC
Management, L.P.
vii. Harris Associates, Inc. (DE)
(1) Harris Associates Securities L.P. (DE)
Harris Associates, Inc. holds a 1% general partner
interest and Harris Associates L.P. holds a
99% limited partner interest in Harris Associates
Securities, L.P.
(2) Harris Associates L.P. (DE)
Harris Associates, Inc. holds a 0.33% general
partner interest and NEIC Operating Partnership,
L.P. holds a 99.67% limited partner interest in
Harris Associates L.P.
(a) Harris Partners, Inc. (DE)
(b) Harris Partners L.L.C. (DE)
Harris Partners, Inc. holds a 1%
membership interest and
Harris Associates L.P. holds a 99%
membership interest in Harris Partners L.L.C.
(i) Aurora Limited Partnership (DE)
Harris Partners L.L.C. holds a 1% general
partner interest

(ii) Perseus Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest

(iii) Pleiades Partners L.P. (DE) Harris
Partners L.L.C. holds a 1% general partner
interest

(iv) Stellar Partners L.P. (DE)
Harris Partners L.L.C. holds a 1% general
partner interest

(v) SPA Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest
viii. Graystone Partners, Inc. (MA)
(1) Graystone Partners, L.P. (DE)
Graystone Partners, Inc. holds a 1%
general partner interest and New England
NEIC Operating Partnership, L.P.
holds a 99% limited partner interest in
Graystone Partners, L.P.

ix. NEF Corporation (MA)
(1) New England Funds, L.P. (DE) NEF Corporation holds a
1% general partner interest and NEIC Operating
Partnership, L.P. holds a 99% limited
partner interest in New England Funds, L.P.
(2) New England Funds Management, L.P. (DE) NEF
Corporation holds a 1% general partner interest and
NEIC Operating Partnership, L.P. holds a 99%
limited partner interest in New England Funds
Management, L.P.
x. New England Investment Associates, Inc.
xi. Snyder Capital Management, Inc.
(1) Snyder Capital Management, L.P. NEIC Operating
Partnership holds a 99.5% limited partnership
interest and Snyder Capital Management Inc. holds a
0.5% general partnership interest.
xii. Jurika & Voyles, Inc.
(1) Jurika & Voyles, L.P NEIC Operating Partnership,
L.P. holds a 99% limited partnership interest and
Jurika & Voyles, Inc. holds a 1% general partnership
interest.
b. Capital Growth Management, L.P. (DE)
NEIC Operating Partnership, L.P. holds a 50% limited partner
interest in Capital Growth Management, L.P.
c. AEW Capital Management, Inc. (DE)
i. AEW Securities, L.P. (DE) AEW Capital Management, Inc. holds
a 1% general partnership and AEW Capital Management, L.P.
holds a 99% limited partnership interest in AEW Securities,
L.P.
d. AEW Capital Management L.P. (DE)
New England Investment Companies, L.P. holds a 99% limited partner
interest and AEW Capital Management, Inc. holds a 1% general partner
interest in AEW Capital Management, L.P.
1. AEW Investment Group, Inc. (MA)
a. Copley Public Partnership Holding, L.P. (MA)
AEW Investment Group, Inc. holds a 25% general partnership
interest and AEW Capital Management, L.P. holds a 75%
limited partnership interest in Copley Public Partnership
Holding, L.P.
b. AEW Management and Advisors L.P. (MA)
AEW Investment Group, Inc. holds a 25% general partnership
interest and AEW Capital Management, L.P. holds a 75% limited
partnership interest in AEW Management and Advisors L.P.
i. BBC Investment Advisors, Inc. (MA)
AEW Investment Group, Inc. holds 60% of the voting securities
and Back Bay Advisors, L.P. holds 40% of the voting securities
of BBC Investment Advisors, Inc.
1. BBC Investment Advisors, L.P. (MA)
BBC Investment Advisors, Inc. holds a 1% general partnership interest
and AEW Management and Advisors, L.P. holds a 59.4% limited
partnership interest and Back Bay Advisors, L.P. holds a 39.6% limited
partnership interest in BBC Investment Advisors, L.P.
ii. AEW Real Estate Advisors, Inc. (MA)
1. AEW Advisors, Inc. (MA)
2. Copley Properties Company, Inc. (MA)
3. Copley Properties Company II, Inc. (MA)
4. Copley Properties Company III, Inc. (MA)
5. Fourth Copley Corp. (MA)
6. Fifth Copley Corp. (MA)
7. Sixth Copley Corp. (MA)
8. Seventh Copley Corp. (MA).
9. Eighth Copley Corp. (MA).
10. First Income Corp. (MA).
11. Second Income Corp. (MA).
12. Third Income Corp. (MA).
13. Fourth Income Corp. (MA).
14. Third Singleton Corp. (MA).
15. Fourth Singleton Corp. (MA)
16. Fifth Singleton Corp. (MA)
17. Sixth Singleton Corp. (MA).
18. BCOP Associates L.P. (MA)
AEW Real Estate Advisors, Inc. holds a 1% general
partner interest in BCOP Associates L.P.
iii. CREA Western Investors I, Inc. (MA)
1. CREA Western Investors I, L.P. (DE)
CREA Western Investors I, Inc. holds a 24.28% general
partnership interest and Copley Public Partnership Holding,
L.P. holds a 57.62% limited partnership interest in CREA
Western Investors I, L.P.
iv. CREA Investors Santa Fe Springs, Inc. (MA)

2. Copley Public Partnership Holding, L.P. (DE)
AEW Capital Management, L.P. holds a 75% limited partner interest and
AEW Investment Group, Inc. holds a 25% general partner interest and
CREA Western Investors I, L.P holds a 57.62% Limited Partnership
interest.
3. AEW Real Estate Advisors, Limited Partnership (MA)
AEW Real Estate Advisors, Inc. holds a 25% general partnership interest
and AEW Capital Management, L.P. holds a 75% limited partnership
interest in AEW Real Estate Advisors, Limited Partnership.
4. AEW Hotel Investment Corporation (MA)
a. AEW Hotel Investment, Limited Partnership (MA)
AEW Hotel Investment Corporation holds a 1% general
partnership interest and AEW Capital Management, L.P. holds a
99% limited partnership interest in AEW Hotel Investment,
Limited Partnership.
5. Aldrich Eastman Global Investment Strategies, LLC (DE)
AEW Capital Management, L.P. holds a 25% membership interest and an
unaffiliated third party holds a 75% membership interest in Aldrich
Eastman Global Investment Strategies, LLC.

8
<PAGE> 9

In addition to the entities listed above, Metropolitan (or where indicated an
affiliate) also owns an interest in the following entities, among others:

1) CP&S Communications, Inc., a New York corporation, holds federal radio
communications licenses for equipment used in Metropolitan owned facilities and
airplanes. It is not engaged in any business.

2) Quadreal Corp., a New York corporation, is the fee holder of a parcel of
real property subject to a 999 year prepaid lease. It is wholly owned by
Metropolitan, having been acquired by a wholly owned subsidiary of Metropolitan
in 1973 in connection with a real estate investment and transferred to
Metropolitan in 1988.

3) Met Life International Real Estate Equity Shares, Inc., a Delaware
corporation, is a real estate investment trust. Metropolitan owns approximately
18.4% of the outstanding common stock of this company and has the right to
designate 2 of the 5 members of its Board of Directors.

4) Metropolitan Structures is a general partnership in which Metropolitan owns
a 50% interest.

5) Interbroker, Correduria de Reaseguros, S.A., is a Spanish insurance
brokerage company in which Santander Met, S. A., a subsidiary of Metropolitan in
which Metropolitan owns a 50% mt ST, owns a 50% interest and has the right to
designate 2 of the 4 members of the Board of Directors.

9
<PAGE> 10

6) Metropolitan owns varying interests in certain mutual funds distributed by
its affiliates. These ownership interests are generally expected to decrease as
shares of the funds are purchased by unaffiliated investors.

7) Metropolitan Lloyds Insurance Company of Texas, an affiliated association,
provides homeowner and related insurance for the Texas market. It is an
association of individuals designated as underwriters. Metropolitan Lloyds,
Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company ("MET
P&C"), serves as the attorney-in-fact and manages the association.

8) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly owned subsidiary of Metropolitan serves as the
general partner of the limited partnerships and Metropolitan directly owns a 99%
limited partnership interest in each MILP. The MILPs have various's ownership
interests in certain companies. The various MILPs own, directly or indirectly,
more than 50% of the voting stock of the following company: Coating
Technologies International, Inc.

NOTE: THE METROPOLITAN LIFE ORGANIZATIONAL CHART
DOES NOT INCLUDE REAL ESTATE
- - ----
JOINT VENTURES AND PARTNERSHIPS OF WHICH METROPOLITAN LIFE AND/OR ITS
SUBSIDIARIES IS AN INVESTMENT PARTNER. IN ADDITION, CERTAIN INACTIVE
SUBSIDIARIES HAVE ALSO BEEN OMITTED.