SECURITY FIRST LIFE SEPARATE ACCOUNT A, 485APOS, 1999-03-01

SECURITY FIRST LIFE SEPARATE ACCOUNT A
485APOS, 1999-03-01

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<PAGE> 1

'33 ACT FILE NO. 33-37128
'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. 8 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 102 [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
-------
ON __________ PURSUANT TO PARAGRAPH (b) OF RULE 485
-------
60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a) OF RULE 485
-------
X ON MAY 1, 1999 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 ______________, 1999.

<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> <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 Annuity Descriptions of the Contracts;
Contracts 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

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

<PAGE> 3

PART B - STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<S> <C> <C>
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 Offered Purchase of Securities Being Offered

20. Underwriters Distributions 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

[FRONT PAGE] PROSPECTUS
May 1, 1999

GROUP FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS

issued through

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SECURITY FIRST LIFE INSURANCE COMPANY
----------------------------------------------------------------------

This Prospectus gives you important information about the group flexible payment
fixed and variable annuity contracts issued through Security First Life Separate
Account A by Security First Life Insurance Company (the "Contracts"). Please
read it carefully before you invest and keep it for future reference. The
Contracts provide annuity benefits through distributions made from certain
retirement plans that qualify for special Federal income tax treatment
("qualified plans").

You decide how to allocate your money among the available investment choices.
You may choose to allocate your payments to the General Account, which is a
fixed account (not described in this Prospectus) that offers an interest rate
guaranteed by Security First Life Insurance Company ("Security First Life"), or
to Separate Account A (the "Separate Account"). The Separate Account, in turn,
invests in the following underlying mutual funds:

VARIABLE INSURANCE PRODUCT FUND

The Money Market Portfolio
Growth Portfolio
Overseas Portfolio

<PAGE> 5

VARIABLE INSURANCE PRODUCT FUND II

Asset Manager Portfolio
Contrafund Portfolio
Index 500 Portfolio

SECURITY FIRST TRUST

The Bond Series
T. Rowe Price Growth & Income Series

SCUDDER VARIABLE LIFE INVESTMENT FUND

International Portfolio

ALGER AMERICAN FUND

Small Capitalization Portfolio

T. ROWE PRICE GROWTH STOCK FUND

You can choose any combination of these investment choices. Your Participant's
Account will vary daily to reflect the investment experience of the funding
options selected. These mutual funds are described in detail in the fund
prospectuses that are attached to or delivered with this Prospectus. Please read
these prospectuses carefully before you invest. THIS PROSPECTUS IS NOT VALID
UNLESS ACCOMPANIED BY THESE MUTUAL FUND PROSPECTUSES.

For more information:

If you would like more information about the Contract, you can obtain a copy of
the Statement of Additional Information (SAI) dated May 1, 1999. The SAI is
legally considered a part of this Prospectus as though it were included in the
Prospectus. The Table of Contents of the SAI appears on page ____ of the
Prospectus. To request a free copy of the SAI or to ask questions, write or
call:

2
<PAGE> 6

Security First Life Insurance Company
P.O. Box 92193
Los Angeles, California 90009
Phone: (800) 284-4536

The Securities and Exchange Commission ("SEC") has a website
(http://www.sec.gov) which you may visit to view this Prospectus, the SAI, or
additional material that also is legally considered a part of this Prospectus,
as well as other information.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

[SIDE BAR: An investment in any of these variable annuities involves investment
risk. You could lose money you invest. The Contracts and the mutual funds are:

- not bank deposits or obligations
- not federally insured or guaranteed
- not endorsed by any bank or government agency
- not guaranteed to achieve their investment objective]

3
<PAGE> 7

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Glossary
Summary of the Contracts
Fee Tables and Examples
Condensed Financial Information
Financial and Performance Information
Description of Security First Life Insurance Company, The General Account
The Separate Account, The Funds and Service Providers
The Security First Life Insurance Company
The General Account
The Separate Account
The Funds
Principal Underwriter
Servicing Agent
Custodian
Contract Charges
Premium Taxes
Sales Charges
Administrative Fees
Transaction Charges
Mortality and Expense Risk Charge
Distribution Expense Charge (Sales Load)
Federal, State and Local Taxes
Free Look Period
Deferred Compensation Plans
Description of the Contracts
General
Assignment
Purchase Payments
Transfers
Loans (403(b) Plans only)
Modification of the Contracts
Accumulation Period
Crediting Accumulation Units in the Separate Account
Surrender from the Separate Account
Account Statements
Annuity Benefits
Variable Annuity Payments
Election of Annuity Date and Form of Annuity
Frequency of Payment
Level Payments Varying Annually
</TABLE>

<PAGE> 8

Annuity Unit Values
Death Benefits
Death Before the Annuity Date
Death After the Annuity Date
Federal Tax Considerations
General Taxation of Annuities
Qualified Contracts
Withholding
Voting Rights
Year 2000 Issue
Legal Proceedings
Additional Information
Table of Contents of Statement of Additional Information

Security First Life does not intend to offer the Contracts anywhere or to anyone
to whom they may not lawfully be offered or sold. Security First Life has not
authorized any information or representations about the Contracts other than the
information in this Prospectus, the attached prospectuses, or supplements to the
prospectuses or any supplemental sales material Security First Life authorizes.

<PAGE> 9

GLOSSARY

These terms have the following meanings when used in this Prospectus:

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

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

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

ANNUITIZATION or 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 a Death Benefit upon your death.

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

CERTIFICATE - The form you are given which describes your rights under the
Contract. No Certificates are issued for certain deferred compensation or
qualified retirement plans.

CERTIFICATE DATE - The date you are issued a Certificate. If you are not issued
a Certificate, this is the date when your Account is established.

CERTIFICATE YEAR - The 12 month period that begins on your Certificate Date and
on each anniversary of this date.

CONTRACT - The agreement between the Owner and Security First Life covering your
rights.

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

<PAGE> 10

FREE LOOK PERIOD - The 10-day period when you first receive your Contract.
During this time period, you may cancel your Contract for a full refund of all
Purchase Payments (or the greater of Purchase Payments or the Contract Vale in
some states).

FREE WITHDRAWAL AMOUNT - The amount that can be withdrawn in a Contract Year
without incurring a surrender charge.

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 date on which Annuity payments begin if you do not
select another date. It is the later of the Contract anniversary nearest the
Annuitant's 100th birthday or the 10th anniversary of the Contract Date.

OWNER - The person who has title to the Contract.

PARTICIPANT - You, the person who makes Purchase Payments, or the person for
whom Purchase Payments are made.

PARTICIPANT'S ACCOUNT - The sum of your interest in the Separate Account Series
and your interest in the General Account. Your interest in the Separate Account
Series is the sum of the values of the Accumulation Units. Your interest in the
General Account is the accumulated value of the amounts allocated to the General
Account plus credited interest as guaranteed in the Contract, less any prior
withdrawals and/or amounts applied to Annuity options.

PLAN - The 403(b) plan, deferred compensation plan, qualified retirement plan,
or individual retirement annuity to which the Contract is issued.

PURCHASE PAYMENT - The amounts paid by or for you 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 under
Delaware law to receive and invest amounts allocated by your and by other
contract owners and to provide Variable Annuity benefits under the Contracts.
The Separate Account is registered as a unit investment trust under the 1940
Act.

<PAGE> 11

SERIES - The Accumulation Unit values and Annuity Unit values maintained
separately for each Fund whose securities are owned by the Separate Account.

SURRENDER CHARGE - A percentage charge which is deducted when you fully or
partially surrender. The amount varies depending on how long Purchase Payments
have been with Security First Life.

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
determined each Business Day. There will be one Valuation Date in each calendar
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 that will vary annually in
accordance with the net investment experience of the applicable Separate Account
Series.

<PAGE> 12

SUMMARY OF THE CONTRACTS

THE CONTRACTS

The Contracts may be offered to:

- Qualified Plans such as:

- Section 403(b) tax-sheltered annuities
- Section 457 deferred compensation plans
- Section 401 pension and profit sharing plans
- individual retirement annuities
- traditional Individual Retirement Account ("IRAs")

THIS PROSPECTUS APPLIES ONLY TO THE VARIABLE PORTION OF THE CONTRACT

[SIDE BAR: Please see the section "Qualified Contracts"
on page ____ for more information.]

PURCHASE PAYMENTS

Purchase Payments under the Contracts are made to the General Account, the
Separate Account, or allocated between them. The minimum Purchase Payment is as
little as $20, but there is an annual minimum of $240 (for IRAs, the minimum is
$2,000 for an initial Purchase Payment and $500 for each additional payment).
There is no initial sales charge; however, the charges and deductions described
under "Contract Charges" on page ___ will be deducted from the Participant's
Account.

Amounts allocated to the General Account may be transferred to the Separate
Account subject to certain limitations as to time and amount. Unless you have
exercised a special option, the minimum conversion is the lesser of $500 or the
balance of your Account in the Series.

You can transfer amounts allocated to the Separate Account:

- between any of the mutual fund investment choices, at any time and
as many times as you choose

- to the General Account at any time before the amount has been
applied to a variable annuity option

<PAGE> 13

[SIDE BAR: Please see "Transfers" on page ____ for more information.]

SEPARATE ACCOUNT

Purchase Payments allocated to the Separate Account are invested at net asset
value in Accumulation Units in one or more of ten Series, each of which invests
in one of the following ten Funds:

<TABLE>
<CAPTION>
Funds Advisers/Subadvisers
------------------------------------ ------------------------
<S> <C>
VARIABLE INSURANCE PRODUCT FUNDS Fidelity Management &
Research Co. (FMR)

Growth Portfolio FMR

Overseas Portfolio FMR

Money Market Portfolio FMR

VARIABLE INSURANCE PRODUCT FUND II FMR

Asset Manager Portfolio FMR

Contrafund Portfolio FMR

Index 500 Portfolio FMR

SECURITY FIRST TRUST Security First Investment
Management Corporation (S.F.
Investment)

The Bond Series S.F. Investment

T. Rowe Price Growth & Income Series S.F. Investment; Neuberg &
Berman, LLC

SCUDDER VARIABLE LIFE INVESTMENT FUND Scudder, Stevens, &
Clark, Inc.

International Portfolio Scudder, Stevens, & Clark,
Inc.

ALGER AMERICAN FUND Fred Alger Management, Inc.

Small Capitalization Portfolio Fred Alger Management, Inc.

T. ROWE PRICE GROWTH STOCK FUND Price Associates
</TABLE>

[SIDE BAR: Please see "The Separate Account" on page ____ and "The Funds" on
page ____ for more information.]

<PAGE> 14

CHARGES AND DEDUCTIONS

The following fees and expenses apply to your Contract:

<TABLE>
<CAPTION>
Fee or expense Amount of fee
-------------- -------------
<S> <C>
DAILY DEDUCTIONS

- Distribution expenses .000274%
(.10% per year)

- Mortality and Expense risks .003425%
(1.25% per year)
</TABLE>

ANNUAL DEDUCTIONS

Administrative Fee of $21.50 plus $2.50 for each Series in which you invest.
Security First Life will waive these administrative fees for any Certificate
Year during which you contribute $2,000 or more to your account or your
Participant's Account has a value at the end of the Certificate Year of $10,000
or more. This reduction is permanent for Certificates issued before the
termination or reduction of the waiver.

TRANSACTION CHARGES

A charge of $10 may be deducted for:

- A transfer from any Series;

- A full or partial surrender (the charge will be no more than 2% of
the amount of the surrender); or

- Annuitization of all or a part of your Participant's Account.

Effective as of March 8, 1993, the transaction charge for transfer from one
Series to another has been waived.

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)

- Deducted if you request a full or 7% of Purchase Payment
partial withdrawal of Purchase and amounts credited to
Payments from the it. This charge applies
Separate Account within seven for 60 months after each
after the Purchase Payment is made Purchase Payment is received

<PAGE> 15

However, for 403(b) plans, we will not deduct any percentage surrender charge
once nine (9) full years have elapsed since your Certificate Date; and for the
first surrender in each year, you may surrender up to 10% of the value of your
interest in the Separate Account without a surrender charge.

The following expenses may be waived for certain deferred compensation plans:

- administrative fees
- transaction charges
- distribution fees
- sales charges on certain surrenders

<TABLE>
<CAPTION>
Fee or expense Amount of fee
-------------- -------------
<S> <C>

PREMIUM TAXES

- Payable to a state or government 0% - 2.35%
agency with respect to your Contract. (3.50% in Nevada)
It may be deducted on or after the date
the tax is incurred.
Currently, Security First Life
deducts these taxes upon
annuitization.
</TABLE>

[SIDE BAR: Please see "Charges and Deductions" on page ___ for more
information.]

FREE LOOK PERIOD

You may cancel your interest in the Contract within 20 days after you receive
your Certificate (or longer depending on state law) for a full refund of all
Purchase Payments (or the greater of Purchase Payments or the Participant's
Account in some states). Purchase Payments allocated to the Separate Account
will be initially allocated to the Money Market Portfolio during the Free Look
Period.

[SIDE BAR: Please see "Free Look Period" on page ____ for more information.]

<PAGE> 16

VARIABLE ANNUITY PAYMENTS

You select the Annuity Date, an Annuity payment option and an assumed investment
return. You may change any of your selections before your Annuity Date. Your
monthly Annuity payments will start on the Annuity Date and will vary from year
to year based on a comparison of the assumed investment returns you selected
with the actual investment experience of the Series in which the Participant's
Account is invested.

If your monthly payments from a particular Series are less than $50, Security
First Life may change the frequency of your payments so that each payment will
be at least $50 from that Series.

SURRENDER

You may surrender all or part of your Participant's Account before the Annuity
Date. You may not make a partial withdrawal if:

- it would cause your interest in any Series or the General Account to
fall below $200 (unless you are surrendering your entire interest in
a Series)

However, if you are withdrawing the entire amount allocated to a Series; these
restrictions do not apply.

You may be assessed a surrender charge. In addition, any amounts surrendered
will be taxed as ordinary income and may be subject to a penalty tax under the
Internal Revenue Code.
Certain restrictions apply for qualified Contracts.

[SIDE BAR: Please see "Surrender Charge" on page ___ and "Federal Tax
Considerations" on page ___ for more information.]

LOANS - 403(b) PLANS ONLY

You may be able to obtain a loan from money you have allocated to the General
Account. Loan proceeds may be considered taxable distributions under the
Internal Revenue Code in the event of a default in the repayments.

Security First Life:

- - May terminate loans
- - Change the terms under which loans are made

<PAGE> 17

Any action taken by Security First Life would not affect outstanding loans.

DEATH BENEFIT

You name your Beneficiary(ies). If you die before attaining age 65 and prior to
the Annuity Date, the amount of any lump sum settlement will be the greater of:

- the total of all Purchase Payments less any partial withdrawals; or
- the value of the Participant's Account at settlement.

Otherwise, the death benefit will be equal to the Participant's Account.

[SIDE BAR: Please see "Death Benefits" on page ____ for more information.]

FEE TABLE AND EXAMPLES

The purpose of these fee tables and examples is to assist you in understanding
the various costs and expenses that you will bear, directly or indirectly, under
your Contract.

EXPENSE DATA

The table reflects expenses of the Separate Account as well as expenses of the
underlying Funds that make up the investment options for the Separate Account.
In addition to the expenses listed below, premium taxes may be applicable.*
Please see the attached Fund prospectuses for a more complete description of the
various costs and expenses of the Funds.

* Under State law, premium taxes may be deducted from each Purchase Payment or
upon annuitization. At this time Security First Life deducts the premium tax
only from amounts annuitized.

The following information assumes that the entire Participant's Account is in
the Separate Account:

<PAGE> 18

FEE TABLES

YOUR EXPENSES

<TABLE>
<CAPTION>
Elapsed
Months
Between
Purchase
Payment
Date and
Surrender Surrender
Date Charge
----------- --------
<S> <C> <C>
(a) Contingent Deferred Sales 60 months
or less 7%
Charge (as a percentage of amount More than
surrendered) 60 months 0%

(b) Transaction Charge Lesser of
$10 or 2%
for each
surrender
and $10
for
annuitization

(c) Administrative Charges $21.50
(waived if Purchase Payments plus $2.50
totaled $2,000 or more during for each
Certificate Year or if Series
Participant's Account value is
$10,000 or more at end of
Certificate Year.

(d) Transfer Charge (currently $10 per
waived) transfer
from any
one Series
to another
</TABLE>

SEPARATE ACCOUNT EXPENSES
(AS A PERCENTAGE OF AVERAGE PARTICIPANT'S ACCOUNT.
DEDUCTED DAILY FROM THE SEPARATE ACCOUNT.)

<TABLE>
<S> <C>
Mortality and Expense Risk Fees 1.25% per year

DISTRIBUTION EXPENSE CHARGE 0.10% per year

TOTAL SEPARATE ACCOUNT ANNUAL 1.35% per year
EXPENSES
</TABLE>

<PAGE> 19

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

<TABLE>
<CAPTION>
Variable Variable Variable
Variable Insurance Insurance Insurance
Variable Variable Insurance Product Fund Product Product
Insurance Fund Insurance Fund II Asset Fund II Fund II
Money Market Fund Growth Overseas Manager Contrafund Index 500
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
-------------- ----------- --------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
(a) Management Fee % % % % % %

(b) Other Expenses % % % % % %

<TABLE>
<CAPTION>
Security Scudder
First Trust Variable
T. Rowe Life Alger T. Rowe
Price Investment American Price
Security Growth & Fund Fund Small Growth
First Trust Income International Capitalization Stock
Bond Series Series Portfolio Portfolio Fund
----------- ------------ ------------- -------------- --------
<S> <C> <C> <C> <C> <C>
(a) Management Fee % % % % %

(b) Other Expenses % % % % %

EXAMPLES

<TABLE>
<CAPTION>
CONDITIONS TIME PERIODS
---------- ------------------------------------------------
SEPARATE You would pay the following expenses
ACCOUNT on a $1,000 investment assuming 5% annual 1 Year 3 Years 5 Years 10 Years
SERIES return on assets: ------ ------- ------- --------
<S> <C> <C> <C> <C> <C>

(a) upon surrender at the end of the (a)
Variable stated time period
Insurance (b)
Product Fund (b) if the Contract WAS NOT surrendered
Money Market
Portfolio

Variable SAME (a)
Insurance
Product Fund (b)
Growth
Portfolio

Variable SAME (a)
Insurance
Product Fund (b)
Overseas
Portfolio

Variable SAME (a)
Insurance
Product Fund (b)
II Asset
Manager
Portfolio

Variable SAME (a)
Insurance
Product Fund (b)
II Contrafund
Portfolio

SAME (a)
Variable
Insurance (b)
Product Fund
II Index 500
Portfolio

Security SAME (a)
First Trust
Bond Series (b)

Security SAME (a)
First Trust T.
Rowe Price (b)
Growth &
Income Series

SAME (a)
Scudder
Variable Life (b)
Investment
Fund
International
Portfolio

Alger SAME (a)
American Fund
Small (b)
Capitalization
Portfolio
</TABLE>

<PAGE> 20

EXPLANATION OF FEE TABLE AND EXAMPLES

1. The purpose of these tables and examples is to assist you in understanding
the various costs and expenses that you 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 ____.

2. Amounts surrendered are attributed to Purchase Payments made (and any
interest) on a first-in, first-out bases.

3. 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 _____ (see the Variable Insurance Products
Fund II prospectus for more information).

4. The examples reflect a $10 transaction charge for full surrender. Premium
taxes are not reflected. Presently, premium taxes ranging from 0% to 2.35%
(3.5% in Nevada) may be deducted from each Purchase Payment, or upon
Annuitization. Until further notice, Security First Life currently absorbs
these charges.

<PAGE> 21

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

CONDENSED FINANCIAL INFORMATION

This table sets forth condensed financial information on accumulation units
respecting Contracts issued under this prospectus through the Separate Account.
This information is derived from the financial statements of the Separate
Account which have been audited by Deloitte & Touche, the Separate Account's
independent auditors. The information should be read in conjunction with the
financial statements, related notes and other financial information in the
Statement of Additional Information.

<TABLE>
<CAPTION>
Twelve Months Five Months Twelve Months Twelve Months Twelve Months
Period Ended Ended Ended Ended Ended Ended
7/31/92 7/31/93 12/31/93 12/31/94 12/31/95 12/31/96
------------ ------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Series B Bond Series
Beg. AUV $ (11/27/91)........... 5.00 5.34 7.66 7.78 7.42 8.55
End. AUV $...................... 5.34 7.66 7.78 7.42 8.55 8.68
End. No. Non-Qualified AUs...... 36 19 33 46
End. No. Qualified AUs.......... 4,339 16,762 25,717 42,525 64,141 139,070
Series G (T. Rowe Price Growth and
Income Series)
Beg. AUV $ (10/22/91)........... 5.00 5.63 8.27 8.70 8.85 11.46
End. AUV $...................... 5.63 8.27 8.70 8.85 11.46 13.77
End. No. Non-Qualified AUs...... 3 17 108 722
End. No. Qualified AUs.......... 43,927 133,858 183,603 328,780 567,174 1,273,509
Series FA (Asset Manager
Portfolio)
Beg. AUV $ (5/13/93)............ 5.00 5.15 5.62 5.21 6.02
End. AUV $...................... 5.15 5.62 5.21 6.02 6.81
End. No. Non-Qualified AUs...... 22,279 36,999 41,728
End. No. Qualified AUs.......... 38,782 258,061 2,494,047 4,145,919 5,422,386
Series FG (Growth Portfolio)
Beg. AUV $ (5/24/93)............ 5.00 5.06 5.40 5.33 7.13
End. AUV $...................... 5.06 5.40 5.33 7.13 8.08
End. No. Non-Qualified AUs...... 7,202 8,786 11,442
End. No. Qualified AUs.......... 5,573 110,644 1,195,256 2,750,127 4,992,011
Series FI (Index 500 Portfolio)
Beg. AUV $ (6/30/93)............ 5.00 4.97 5.20 5.19 7.04
End. AUV $...................... 4.97 5.20 5.19 7.04 8.54
End. No. Non-Qualified AUs...... -- -- -- 169 1,755
End. No. Qualified AUs.......... 5.93 13,988 82,152 416,388 1,542,041
Series FM (Money Market Portfolio)
Beg. AUV $ (11/12/93)........... 5.00 5.01 5.16 5.40
End. AUV $...................... 5.01 5.16 5.40 5.62
End. No. Non-Qualified AUs...... 9,114 6,823 6,854
End. No. Qualified AUs.......... 2,080 58,578 233,160 404,761
Yield........................... 1.95% 4.45% 3.95% 3.98%
Series FO (Overseas Portfolio)
Beg. AUV $ (11/17/94)........... 5.33 5.67 6.14
End. AUV $...................... 5.67 6.14 6.86
End. No. Qualified AUs.......... 114 1,721 15,303
Series FC (Contrafund Portfolio)
Beg. AUV $ (5/16/95)............ 5.00 6.29
End. AUV $...................... 6.29 7.54
End. No. Non-Qualified AUs...... 149 2,230
End. No. Qualified AUs.......... 691,504 3,024,385
Series SI (International
Portfolio)
Beg. AUV $ (5/22/95)............ 5.00 5.84
End. AUV $...................... 5.84 6.62
End. No. Non-Qualified AUs...... 65,505 105
End. No. Qualified AUs.......... 691,505 284,172
Series AS (Small Capitalization
Portfolio)
Beg. AUV $ (5/22/95)............ 5.00 6.54
End. AUV $...................... 6.54 6.73
End. No. Non-Qualified AUs...... 858 1,677
End. No. Qualified AUs.......... 457,442 1,971,488
- ------------------------------------------------------------------------------------------------------------------------------
AUV -- Accumulation Unit Value
AUs -- Accumulation Units

<CAPTION>
Twelve Months Twelve Months
Ended Ended
12/31/97 12/31/98
------------- -------------
<S> <C>
Series B Bond Series
Beg. AUV $ (11/27/91)........... 8.68
End. AUV $...................... 9.35
End. No. Non-Qualified AUs...... 46
End. No. Qualified AUs.......... 215,701
Series G (T. Rowe Price Growth and
Income Series)
Beg. AUV $ (10/22/91)........... 13.77
End. AUV $...................... 17.29
End. No. Non-Qualified AUs...... 1,640
End. No. Qualified AUs.......... 2,891,777
Series FA (Asset Manager
Portfolio)
Beg. AUV $ (5/13/93)............ 6.81
End. AUV $...................... 8.12
End. No. Non-Qualified AUs...... 52,224
End. No. Qualified AUs.......... 6,786,280
Series FG (Growth Portfolio)
Beg. AUV $ (5/24/93)............ 8.08
End. AUV $...................... 9.85
End. No. Non-Qualified AUs...... 15,127
End. No. Qualified AUs.......... 6,599,538
Series FI (Index 500 Portfolio)
Beg. AUV $ (6/30/93)............ 8.54
End. AUV $...................... 11.19
End. No. Non-Qualified AUs...... 4,066
End. No. Qualified AUs.......... 3,573,028
Series FM (Money Market Portfolio)
Beg. AUV $ (11/12/93)........... 5.62
End. AUV $...................... 5.85
End. No. Non-Qualified AUs...... 10,860
End. No. Qualified AUs.......... 641,340
Yield........................... 4.79%
Series FO (Overseas Portfolio)
Beg. AUV $ (11/17/94)........... 6.86
End. AUV $...................... 7.56
End. No. Qualified AUs.......... 35,006
Series FC (Contrafund Portfolio)
Beg. AUV $ (5/16/95)............ 7.54
End. AUV $...................... 9.24
End. No. Non-Qualified AUs...... 4,508
End. No. Qualified AUs.......... 6,113,904
Series SI (International
Portfolio)
Beg. AUV $ (5/22/95)............ 6.62
End. AUV $...................... 7.13
End. No. Non-Qualified AUs...... --
End. No. Qualified AUs.......... 698,529
Series AS (Small Capitalization
Portfolio)
Beg. AUV $ (5/22/95)............ 6.73
End. AUV $...................... 7.40
End. No. Non-Qualified AUs...... 2,905
End. No. Qualified AUs.......... 3,414,911
Series T (Growth Stock)
Beg. AUV $ ( )............
End. AUV $......................
End. Non-Qualified AUs..........
End. Qualified AUs..............
- ---------------------------------------------------------------
AUV -- Accumulation Unit Value
AUs -- Accumulation Units
</TABLE>

<PAGE> 22

FINANCIAL AND PERFORMANCE INFORMATION

PERFORMANCE INFORMATION

From time to time, Security First may advertise the performance of a Series.
This performance information may include:

- the yield and effective yield of Series invested in the Money
Market Portfolio of the Separate Account

- average annual total returns for the other Series of the
Separate Account.

Yield is the net income generated by an investment in the Money Market Portfolio
for a specific seven-day period, expressed as a percentage of the value of the
Series' Accumulation Units. Yield is an annualized figure, which means that
Security First Life assumes that the Series will generate the same level of net
income over a one-year period and compounds that income on a semi-annual basis.
Because of the assumed compounding, the Money Market Series' effective yield
will be slightly higher than its yield. The computation of yield reflects all
recurring changes under the Contract to all Owner accounts, including the
mortality and expense risk charge and the administrative expense charge. Yield
does not reflect the possible imposition of early withdrawal charges. Early
withdrawal charges would reduce your performance experience.

Annual return measures the net income of a Series and any realized or unrealized
gains or losses of the underlying investments in the Series, over the period
stated. Average annual total return figures are annualized and, therefore,
represent the average annual percentage change in the value of an investment in
a Series over the period stated. Average annual total returns are expressed for
at least one, five and ten year periods (or from a Series' inception if the
Series has been in existence for less than ten years).

The computation of average annual total returns reflects all recurring charges
and applicable fees under the Contract to all Participants' Accounts, including
the following:

<PAGE> 23

- the mortality and expense risk charge,
- the distribution expense charge, and
- the applicable early surrender charge that may be charged at
the end of the period in question.

[SIDE BAR: All performance numbers are based upon historical earnings. These
numbers are not intended to indicate future results. Yields and average annual
total returns are determined in accordance with the computation methods required
by the Securities and Exchange Commission (the "SEC") in the Form N-4
Registration Statement. These methods are described in detail in the Statement
of Additional Information.]

FINANCIAL INFORMATION

Financial Statements of the Separate Account and Security First Life are
contained in the Statement of Additional Information. Please see the first page
of this Prospectus for information on how to obtain a copy of the Statement.

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

SECURITY FIRST LIFE 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 authorized to transact the business of life
insurance, including annuities, and is currently licensed to do business in 49
states and the District of Columbia. Security First Life is a wholly-owned
subsidiary of Security First Group, Inc. ("SFG"). SFG in turn is a wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"), a New York mutual
life insurance company.

MetLife is one of the world's largest financial services companies and the
second largest life insurance company in the United States in terms of total
assets, with approximately $___ billion worth of assets under management as of
June 30, 1998. As a mutual insurance company, MetLife has no shareholders.
However, MetLife announced in November 1998 its intention to convert to a stock
company. The "demutualization" plan will be subject to approval by the board of
directors, the State of New York Insurance Department and policyholders. As of
May 1, 1999, MetLife does not know the details of the plan or when or if it will
take effect.

<PAGE> 24

THE GENERAL ACCOUNT

All of the assets of Security First Life, except for those in the Separate
Account and other segregated asset accounts, make up the assets of the General
Account. You may allocate amounts to the General Account when you purchase your
Contract or you may transfer amounts from the Separate Account at a later date.
Amounts allocated to the General Account are credited with interest at an
interest rate that is guaranteed by Security First Life. Instead of you bearing
the risk of fluctuations in the value of the assets as is the case for amounts
invested in the Separate Account, Security First Life bears the full investment
risk for amounts in the General Account. Security First Life has sole discretion
to invest the assets of the General Account, subject to applicable law. THE
GENERAL ACCOUNT PROVISIONS OF THE CONTRACT ARE NOT INTENDED TO BE OFFERED BY
THIS PROSPECTUS. Please see the terms of your actual Certificate for more
information.

THE SEPARATE ACCOUNT

Security First Life established the Separate Account on May 29, 1980 in
accordance with the Delaware Insurance Code. The purpose of the Separate Account
is to hold the variable assets that underlie the Contracts and some other
variable annuity contracts that Security First Life offers. The Separate Account
is registered with the SEC as a unit investment trust under the Investment
Company Act of 1940.

The assets of the Separate Account are held in Security First Life's name on
behalf of the Separate Account and legally belong to Security First Life.
Although the Separate Account, and each of the Series that make up the Separate
Account, are considered as part of Security First Life's general business, the
Separate Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including Security First Life's creditors. All
the income, gains and losses (realized and unrealized) resulting from these
assets are credited to or charged against the Contracts issued from this
Separate Account without regard to Security First Life's other business. Under
state law and the terms of the Contract, the assets of the Separate Account
will not be responsible for liabilities arising out of Security First Life's
other business. Furthermore, Security First Life is obligated to pay all money
it owes under the Contracts even if that amount exceeds the assets in the
Separate Account. However, the amount of these payments is guaranteed only to
the extent of the level amount calculated at the beginning of each annuity year.

The Separate Account is divided into a number of investment Series of
Accumulation and Annuity Units. Eleven of these Series are available under the
Contracts as investment choices. Each Series invests in the shares of only one
of the Funds.

<PAGE> 25

THE FUNDS

Your investment choices are:

<TABLE>
<CAPTION>
Fund Investment Objective Investment Adviser
---------------------- ------------------------ ------------------
<S> <C> <C>

Money Market Portfolio The Fund seeks to obtain FMR
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 capita FMR
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.

Overseas Portfolio The Fund seeks long-term FMR
growth of capital
primarily through
investments in foreign
securities. Overseas
Portfolio provides a
means for investors to
diversify their own
portfolios by
participating in
companies and economies
outside of the United
States.

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

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

Index 500 Portfolio The Fund seeks investment FMR
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.
</TABLE>

<PAGE> 26

<TABLE>
<S> <C> <C>
SFT Bond Series The Fund seeks to Security First
achieve the highest Investment Management
investment income over Corporation
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.

SFT T. Rowe Price Growth The Fund seeks capital Security First
& Income Series growth and a reasonable Investment Management
level of current income. Corporation, Neuberger & Berman, LLC
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.

Scudder International The Fund seeks long-term Scudder
Portfolio growth primarily through
diversified holdings of
marketable foreign equity
investments. The
Portfolio invests in
companies, wherever
organized, which do
business primarily
outside the United
States. The Portfolio
intends to diversify
investments among several
countries and to have
represented in its
holdings business
activities not less than
3 different countries.
The Portfolio does not
intend to concentrate
investments in any
particular industry.

Alger Small The Fund seeks long-term Alger Management
Capitalization Portfolio capital appreciation by
investing in a
diversified, actively
managed portfolio of
equity securities,
primarily of companies
within the range of
companies included in the
Russell 2000 Growth
Index. Income is a
consideration in the
investments but is not an
investment objective of
the Portfolio

The Fund seeks long-term T. Rowe Price Associates
T. Rowe Price Growth growth of capital
Stock Fund through investing
primarily in common
stocks of growth
companies.
</TABLE>

Each Series buys and sells shares of the corresponding mutual fund. These Funds
invest in stocks, bonds and other investments as indicated above. All dividends
declared by the Funds are earned by the Separate Account and reinvested.
Therefore, no dividends are distributed to you under the Contract. Instead,
dividends generally increase the Accumulation or Annuity Unit Value. You pay no
transaction expenses (i.e., front-end or back-end load sales charges) as a
result of the Separate Account's purchase or sale of these mutual fund shares.
The Funds listed above are available only by purchasing annuities and life
insurance policies offered by Security First Life or by other insurance
companies and are never sold

<PAGE> 27

directly to the public. The shares of each Fund are purchased, without sales
charge, for the corresponding Series at the next net asset value per share
determined by a Fund after your payment is received by Security First Life. Fund
shares will be redeemed by the Series to the extent necessary for Security First
Life to make annuity or other payments under the Contracts.

Each of the Funds is a portfolio or series of an open-end management investment
company registered with the SEC under the Investment Company Act of 1940.
Registration does not involve supervision by the SEC of the investment or
investment policies of the Funds. There can be no guarantee that a Fund will
meet its investment objectives.

The Funds are available to other registered separate accounts offering variable
annuity and variable life products in addition to Security First Life's Separate
Account. In the future, a conflict may develop between one or more separate
account invested in the same Fund. The conflict could develop due to change in
the law affecting variable annuity products or from differences in voting
instructions of owners of the different separate accounts. Security First Life
monitors the Series for this type of conflict and will remedy the situation if
such a conflict develops. This may include the withdrawal of amounts invested in
the Funds by you and other Participants and Contract Owners.

[SIDE BAR: While the Series and their comparably named Funds may have names,
investment objectives and management which are identical or similar to publicly
available mutual funds, these are not those mutual funds. The Funds most likely
will not have the same performance experience as any publicly available mutual
fund.]

SUBSTITUTION OF FUND SHARES

Security First Life may substitute shares of another fund for Fund shares
directly purchased and apply future Purchase Payments under the Contracts to the
purchase of these substituted shares if the shares of a Fund are no longer
available or further investment in such shares is determined to be inappropriate
by Security First Life's management in view of the purposes of the Contracts.
However, no substitution is allowed unless a majority of the persons entitled to
vote (those who have invested in the Series) and the SEC approve the
substitution.

[SIDE BAR: The Funds are more fully described in the Fund prospectuses and
their Statements of Additional Information. The prospectuses are
attached at the end of this Prospectus. The Statements of Additional
Information are available upon your request.]

<PAGE> 28

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

SFG provides Security First Life with administrative services, including: office
space, supplies, utilities, office equipment, travel expenses and periodic
reports.

CUSTODIAN

Security First Life is the custodian of the assets of the Separate Account. The
assets of each Series will be physically segregated by Security First Life and
held separate from the assets of the other Series and of any other firm, person
or corporation. The assets of the Separate Account are further protected by
fidelity bonds which cover all of Security First Life's officers and employees.

CONTRACT CHARGES

Security First Life deducts the charges described below. Security First Life
represents that the charges are reasonable for the service and benefits
provided, costs and expenses incurred, and risks assumed under the Contracts.

SERVICES AND BENEFITS SECURITY FIRST LIFE PROVIDES INCLUDE:

- the ability for you to make withdrawals and surrenders under
the Contracts;

- the death benefit paid at your death;

- the available funding options and related programs (including
dollar-cost averaging;

- administration of the annuity options available under the
Contracts; and

- the distribution of various reports.

COSTS AND EXPENSES INCURRED BY SECURITY FIRST LIFE INCLUDE:

- losses associated with various overhead and other expenses
from providing the services and benefits under the Contracts;

- sales and marketing expenses; and

- other costs of doing business.

<PAGE> 29

RISKS ASSUMED BY SECURITY FIRST LIFE INCLUDE:

- risks that Annuitants may live longer than estimated when the
annuity factors under the Contracts were established;

- that the amount of the death benefit will be greater than the
Participant's Account; and

- that the costs of providing the services and benefits under
the contracts will exceed the charges deducted.

Security First Life may also deduct a charge for taxes, if applicable.

Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.

These charges may not be changed under the Contract, and Security First Life may
profit from these charges in the aggregate.

PREMIUM TAXES

Some states assess premium taxes on the Purchase Payments you make. Generally,
premium taxes range from 0% to 2.35% (3.50% in Nevada), depending on the state.
The Contracts permit Security First Life to deduct any applicable premium taxes
from the Participant's Account at or after the time they are incurred. Security
First Life currently does not deduct for these taxes at the time you make a
Purchase Payment. However, Security First Life will deduct the total amount of
premium taxes, if any, from the Participant's Account when you elect to begin
receiving Annuity payments (Annuitization).

SURRENDER CHARGE

No sales charge is deducted from any Purchase Payment. However, a surrender
charge (contingent deferred sales charge) may be imposed on a partial or full
surrender of the Participant's Account. During the accumulation phase, you can
withdraw part or all of the Participant's Account. For contracts issued to
Section 403(b) Plans, after the first Certificate Year, you can withdraw up to
10% of your interest in the Separate Account each year free of surrender
charges. If you withdraw money in excess of 10%, you might have to pay a
surrender charge on the excess amount.

The following schedule shows the surrender charges that apply during the sixty
months following each Purchase Payment:

<PAGE> 30

<TABLE>
<CAPTION>
Number of Months Since Surrender
Purchase Payment Date Charge
---------------------- ---------
<S> <C>
60 months or less 7%

More than 60 months 0%
</TABLE>

The surrender charge is calculated by subtracting from the Series or General
Account from which you are withdrawing a Purchase Payment an amount determined
as follows:

the surrender amount
1 - the percentage surrender charge expressed as a decimal

Accumulation Units are canceled on a first-in, first-out basis. In no event will
a surrender charge imposed on Accumulation Units be more than 9% of Purchase
Payments allocated to the Separate Account. The effect of this varying schedule
of percentage charges is that amounts that you leave in the Separate Account for
longer periods of time are subject to a lower charge than amounts immediately
surrendered.

If you make a partial surrender, you will receive a check in the amount
requested. The surrender charge, if any, will be deducted from the Series from
which the partial surrender was taken. If the amount in a particular Series is
completely surrendered, the charge will be taken from the remaining Series in
which you have an interest.

[SIDE BAR: The surrender charge covers marketing expenses for the sale of
Contracts, such as commissions to sales personnel and other
promotion and acquisition expenses.]

403(b) PLANS

Security First Life will not deduct any surrender charge once 9 years have
elapsed since your Certificate Date.

In the first surrender of each year, you may surrender up to 10% of the value of
your interest in the Separate Account without surrender charges.

EXCEPTIONS TO SURRENDER CHARGE

In some cases, Security First Life will not charge you the surrender charge when
you make a withdrawal. You do not pay the surrender charge:

- on transfers made within the Contract

<PAGE> 31

- on withdrawals of Purchase Payments you made over 60 months
ago

- If you die during the pay-in phase. Your Beneficiary(ies) will
receive the full death benefit without deduction

- If you are a 403(b) Plan Participant and you withdraw no more
than 10% of your interest in any Certificate Year after the
first Certificate Year

- If you are confined to a hospital for at least 30 consecutive
days or a skilled nursing home for at least 90 consecutive
days. The withdrawal must be in a lump sum and must be
requested within 60 days after termination of confinement

- When you are an officer, director or full time employee of
Security First Life or its affiliates. In this case, the
purchase of the Contract is for investment purposes only

ADMINISTRATIVE FEES

An administrative fee of $21.50 plus $2.50 for each Series in which you have
Accumulation Units is deducted from your Account on a yearly basis. The fee is
prorated between Series in your Account based on their values on the date of the
deduction.

Contract administration expenses include:

- the cost of policy issuance
- rent
- stationery and postage
- telephone and travel expenses
- salaries
- legal, administrative, actuarial and accounting fees
- periodic reports
- office equipment, and custodial expenses

Effective March 8, 1993, the administrative fee will be waived for any
Certificate Year during which you contribute Purchase Payments of $2,000 or more
or your Participant's Account is $10,000 or more at the end of the Certificate
Year.

<PAGE> 32

TRANSACTION CHARGES

A $10 transaction charge will be deducted from your Account for each transfer
from a Series (See "Transfers" page ____) and upon annuitizaton of all or a
portion of your Account (see "Annuity Benefits" page _____). When you make a
full or partial surrender, a transaction charge will be deducted from your
Account in an amount equal to the lesser of:

- $10 OR
- 2% of the amount surrendered.

These charges are at cost. Security First Life does not anticipate profiting
from them. As of March 8, 1993, transaction charges for transfers from one
series of the Separate Account to another series of the Separate Account will be
waived.

MORTALITY AND EXPENSE RISK CHARGE

Security First Life charges a fee for bearing certain mortality and expense
risks under the policy. Examples of these risks include a guarantee of annuity
rates, the death benefits, certain Contract expenses, and assuming the risk that
the expense charges and fees are less than actual administrative and operating
expenses. As compensation for assuming these risks, Security First Life will
make a daily deduction from the value of the Separate Account's assets equal to
1.25% per year.

If Security First Life has gains from the receipt of the mortality and expense
risk charges over its cost of assuming these risks, it may use the gains as it
sees fit. This may include the reduction of expenses incurred in distributing
the Contracts.

Security First Life may voluntarily waive a portion of the mortality and
administrative expense risk charges. Any waiver of these expenses may be
terminated at any time.

DISTRIBUTION EXPENSE CHARGE

Security First Life also assumes the risk that surrender charges described above
will be insufficient to cover the actual costs of distribution. These costs
include:

- - commissions,
- - fees,
- - registration costs,
- - direct and indirect selling expenses (including advertising, sales
materials, illustrations, marketing personnel, printing, and related
overhead)

As compensation for assuming this risk, Security First Life will make a
deduction of .000274% on a daily basis (.10% per year) from the value of the
Separate Account assets funding the Contract (the staff of the Securities and
Exchange Commission deems this charge a deferred sales charge). The distribution
expense charge (sales

<PAGE> 33

load), together with any contingent deferred sales charge imposed as described
on page ___ above, will never exceed 9% of purchase payments.

FEDERAL, STATE AND LOCAL TAXES

Security First Life may in the future deduct charges from the Participant's
Account for any taxes it incurs because of the Contracts. However, no deductions
are being made at the present time.

[SIDE BAR: Please note that deductions are made and expenses paid out of the
underlying Funds' assets, as well. A description of these fees and
expenses are described in each Fund's prospectus which follows this
Prospectus.]

FREE LOOK PERIOD

You may cancel your interest in the Contract within a certain time period. This
is known as a "free look." Your Free Look Period is the 10-day period (or longer
in certain states) starting when you receive your Certificate. If you decide to
cancel your interest in the Contract, Security First Life must receive your
request to cancel in writing at its administrative office within the 10-day
period. If the Certificate is mailed to Security First Life, it will be
considered to be mailed on the postmark date. If the Certificate is sent by
certified or registered mail, the date of certification or registration will be
considered the date of its return to Security First Life.

The returned Certificate will be treated as if Security First Life never issued
it, and Security First Life will refund your Purchase Payments or, if required
by state law, the greater of the Purchase Payments or the Participant's Account.
Purchase Payments that you make to the Separate Account will be allocated to the
Money Market Portfolio for the number of days of the Free Look Period required
by the state in which you live. At the end of the Free Look Period, the account
value in the Money Market Portfolio will be reallocated to the Series of the
Separate Account that you selected in your Contract application.

DEFERRED COMPENSATION PLANS

For qualified 457 deferred compensation Plans, Security First Life may agree to
reduce or waive the administrative fees, transaction charges, and the
distribution expense fee. Also, deductions for sales charges may be reduced or
waived if a surrender is the result of your:

<PAGE> 34

- - death,
- - disability,
- - retirement,
- - termination of employment,
- - financial hardship, or
- - transfer to another investment provider.

DESCRIPTION OF THE CONTRACTS

GENERAL

The Contracts (known as Form 226R1) are group contracts designed to provide
annuity benefits to employees of the following:

- - Public School Systems
- - Churches
- - Certain tax-exempt organizations under Section 403(b) of the Code o
Employees covered under various types of Section 457 deferred compensation
Plans
- - Retirement plans held by trusts which qualify under Section 401 of the
Code
- - Individuals as individual retirement accounts under Section 408 of the
Code (see "Federal Income Tax Status" page ___).

The Contracts are designed to fulfill long-term financial needs. They should not
be considered as short-term or temporary investments.

A group Contract is issued to an employer or organization which is the Owner.
This Contract covers all present and future Participants. After completing an
enrollment form and arranging for Purchase Payments to begin, you and all other
Participants will receive a Certificate that gives you a summary of the Contract
provisions. This Certificate also serves as evidence of your participation in
the Plan. PLEASE NOTE THAT NO CERTIFICATES ARE ISSUED TO PARTICIPANTS UNDER
DEFERRED COMPENSATION OR QUALIFIED CORPORATE RETIREMENT PLANS.

The group Contracts may be restricted by the Plan as to your exercise of certain
rights provided in the Contracts. You should refer to the Plan for information
concerning these restrictions.

ASSIGNMENT

If permitted by the Plan, you may assign your interest in the Contracts by
providing Security First Life with written notice. Where Contracts are issued in
connection

<PAGE> 35

with a deferred compensation plan, all rights and powers under the Contract are
vested in the Owner, not you.

PURCHASE PAYMENTS

You may make Purchase Payments yearly, semi-yearly, quarterly, monthly, or in
periods agreed to by Security First Life. You may change when you make Purchase
Payments if permitted by the Plan. The minimum Purchase Payment is $20, with a
yearly minimum of $240. Purchase Payments may be allocated to the Separate
Account, the General Account, or between them according to your decision. You
will periodically receive a confirmation of Purchase Payments which have been
received.

TRANSFERS

ACCUMULATION UNITS

You may transfer Accumulation Units among the Funds or to the General Account at
any time. You may not make a transfer from the General Account to Accumulation
Units, of more than 20% of your interest in the General Account in any one year.

Your transfer instructions must be in writing or, if permitted by Security First
Life, by telephone. If Security First Life permits Accumulation Units to be
transferred by telephone, you will be required to complete an authorization on
the contract application or on another form that Security First Life will
provide. Security First Life will employ reasonable procedures to confirm that
telephone instructions are genuine. This will include a requirement that you
provide one or more forms of personal identification when requesting a transfer.
Security First Life will not be liable for following instructions it reasonably
believes to be genuine.

Your Accumulation Units will be transferred on the first valuation after receipt
of written or telephone instructions. Accumulation Unit values are determined at
the close of trade on the New York Stock Exchange, which is currently 4:00 p.m.
Eastern time. If your transfer instructions are received up to that time your
transfer will be effected at the value calculated on that date. If your
instructions are received after 4:00 p.m. Eastern time on a valuation day, your
transfer instructions will be carried out at the value next calculated.

<PAGE> 36

ANNUITY UNITS

You may transfer Annuity Units among the Series at any time. You may not
transfer Annuity Units to the General Account. However, any amounts that you
have in the General Account that have not been applied to a fixed annuity income
option may be transferred to Annuity Units in one or more Series for a variable
payout. Transfers of Annuity Units may only be requested in writing and will be
effective on the first valuation following receipt of the instructions.

MINIMUM TRANSFER

A minimum of $500 must be transferred from any Series or from the General
Account. The value of the Accumulation and Annuity Units transferred will be
calculated as of the close of business on the day that the transfer occurs.

LOANS - 403(b) PLANS ONLY

If you are in a 403(b) Plan, you may obtain a loan under the Contract from the
part your Account allocated to the General Account. Accumulation Units in the
Separate Account are taken into account in determining the maximum amount of the
loan. You would then be permitted to transfer Accumulation Units from the
Separate Account to the General Account before the loan is made. Your Account
serves as the only security for the loan. Security First Life may terminate a
loan at its discretion in the event of a request for surrender.

The Code imposes limits on the amounts, duration, and repayment schedule for all
403(b) plan loans. If the Plan is subject to the requirements of Title 1 of the
Employee Retirement Income Security Act of 1974, eligibility for, and the terms
and conditions of the loan may be further limited by the terms of the plan and
will be determined by the plan administrator or other designated plan official.

Loan proceeds may cause you to incur tax liability (see "Federal Income Tax
Status" page ___).

Security First Life may modify or terminate the granting of loans at any time,
provided that any modification or termination will not affect outstanding loans.
Fees may be charged for loan set-up and administration. Currently, the loan
set-up fee is $50. This amount is deducted from the proceeds. At this time,
there is no fee for administration.

MODIFICATION OF THE CONTRACTS

Security First Life must make Annuity payments involving life contingencies at
no less than the minimum guaranteed Annuity rates incorporated into the
Contracts, even if actual mortality experience is different.

<PAGE> 37

Security First Life is legally bound under the Contract to maintain these
Annuity purchase rates. Security First Life must also abide by the Contract's
provisions concerning:

- death benefits
- deductions from Purchase Payments
- deductions from Participant's Accounts for transaction charges
- deductions from the Separate Account for actuarial risk and
administrative expense risk fees
- guaranteed rates with respect to fixed benefits

Security First Life may change such provisions without your consent to the
extent permitted by the Contract, but only:

- with respect to any Purchase Payments received as a tax free
transfer under the Code after the effective date of the
change;

- 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 Certificate Year
exceed the first year's Purchase Payments; or

- to the extent necessary to conform the Contract to any Federal
or state law, regulation or ruling.

If you have any questions about any of the provisions of your Contract, you may
write or call:

Security First Life Insurance Company
P.O. Box 92193
Los Angeles, California 90009
1 (800) 284-4536

ACCUMULATION PERIOD

CREDITING ACCUMULATION UNITS IN THE SEPARATE ACCOUNT

Security First Life will credit Accumulation Units to a Series upon receipt of
your Purchase Payment or transfer. Security First Life determines the number of
Accumulation Units to be credited to a Series by dividing the net amount
allocated to a Series out of your Purchase Payment by the value of an
Accumulation Unit in the Series next computed following receipt of the Purchase
Payment or transfer.

<PAGE> 38

SEPARATE ACCOUNT ACCUMULATION UNIT CURRENT VALUES

The current value of Accumulation Units of a particular Series depends upon the
investment experience of the Fund in which the Series invests its assets. The
value of Accumulation Units is determined each business day at the close of
trading on the New York Stock Exchange (currently 4:00 p.m. Eastern time ). The
value is calculated 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. You bear the risk that the aggregate current
value invested in the Series may at any time be less than, equal to or more than
the amount that you originally allocated to the Series.

[Side Bar: The NET INVESTMENT FACTOR is an index of the percentage change
(adjusted for distributions by the Fund and the deduction of the
administration fee, mortality and expense risk fee) 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 1 depending upon the Fund's investment performance.

SURRENDER FROM THE SEPARATE ACCOUNT

You may surrender all or a portion of the cash value of your Participant's
Account at any time prior to the Annuity Date. A surrender may result in adverse
federal income tax consequences to you including current taxation on the
distribution and a penalty tax on the early withdrawal. These consequences are
discussed in more detail under "Federal Tax Considerations" on page ___. You
should consult your tax adviser before making a withdrawal.

The cash value of you interest in the Separate Account prior to the Annuity Date
is determined by multiplying the number of Accumulation Units for each Series
credited to your Contract by the current value of an Accumulation Unit in the
Series and subtracting any applicable surrender charges. Security First Life
will determine the value of the number of Accumulation Units withdrawn at the
next computed Accumulation Unit value.

If you request a partial surrender from more than one Series you must specify
the allocation of the partial surrender among the Series. You may not make a
partial surrender if a withdrawal would cause your interest in any Series or the
General Account to have an after surrender value of less than $200.

<PAGE> 39

However, if you are withdrawing the entire amount allocated to a Series these
restrictions do not apply.

PAYMENT OF SURRENDER AMOUNT

Payment of any amount surrendered from a Series will be made to you within seven
days of the date that Security First Life receives your written request.

Security First Life may suspend surrenders when:

- The SEC restricts trading on the New York Stock Exchange or
the Exchange is closed for other than weekends or holidays.

- The SEC permits the suspension of withdrawals.

- The SEC determines that an emergency exists that makes
disposal of portfolio securities or valuation of assets of the
Funds not reasonably practicable.

ACCOUNT STATEMENTS

You will receive a written account statement each calendar quarter in which a
transaction occurs before to the Annuity Date. Even if you do not engage in any
transactions you will receive at least one written account statement per year.
The statement shows:

- all transactions for the period being reported

- the number of Accumulation Units that are credited to your
Contract in each Series

- the current Accumulation Unit value for each Series

- your Participant's Account as of the end of the reporting
period

Security First Life is careful to ensure the accuracy of calculations and
transfers to and within the Separate Account. However, errors may still occur.
You should review your statements and confirmations of transactions carefully
and promptly advise Security First Life of any discrepancy. Allocations and
transfers reflected in a statement will be considered final at the end of 60
days from the date of the statement.

<PAGE> 40

ANNUITY BENEFITS

VARIABLE ANNUITY PAYMENTS

Your interest in the Series is applied to provide you with a Variable Annuity.
The dollar amount of the Variable Annuity payments that you receive will reflect
the investment experience of the Series but will not be affected by adverse
mortality experience which may exceed the mortality risk charge established
under the Contract.

ASSUMED INVESTMENT RETURN

Unless you elect otherwise, the Assumed Investment Return is 4.25% per year. If
the laws and regulations of your State allow, you may elect an Assumed
Investment Return of 3.50%, 5% or 6%. The Assumed Investment Return does not
bear any relationship to the actual net investment experience of the Series.

Your choice of Assumed Investment Return affects the pattern of your Annuity
payments. Your Annuity payments will vary from the Assumed Investment Return
depending on whether the investment experience of the Series in which you have
an interest is better or worse than the Assumed Investment Return. The higher
your Assumed Investment Return, the higher your first Annuity payment will be.
Your next payments will only increase in proportion to the amount the investment
experience of your chosen Series exceeds the Assumed Investment Return and
Separate Account charges. Likewise, your payments will decrease if the
investment experience of your chosen Series is less than the Assumed Investment
Return and Separate Account charges. A lower Assumed Investment Return will
result in a lower initial Annuity payment, but subsequent Annuity payments will
increase more rapidly or decline more slowly as changes occur in the investment
experience of the Series. Conversely, a higher Assumed Investment Return would
result in a higher initial payment than a lower Assumed Investment Return, but
later payments will rise more slowly or fall more rapidly.

ELECTION OF ANNUITY DATE AND FORM OF ANNUITY

You choose the Annuity Date and the form of Annuity payment.

<PAGE> 41

ELECTION OF ANNUITY DATE

If you do not choose an Annuity Date at least thirty-one days before
Annuitization, your Normal Annuity Date automatically will be the later of:

- the month in which you attain age 75, or

- the date you are required to take a distribution under the
terms of the Plan to which the Contract was issued.

You may select an optional Annuity Date that is earlier than the Normal Annuity
Date described above. This Annuity Date may be the first day of any month before
the Normal Annuity Date.

Please note that the Qualified Contracts may require a different Normal Annuity
Date and may prohibit the selection of certain optional Annuity Dates.

FORM OF ANNUITY

[SIDE BAR: There are two people who are involved in payments under your Annuity:

- you
- the Beneficiary

Currently, Security First Life provides you with five forms of Annuity payments.
Each Annuity payment option, except Option 5, is available on both a Fixed and
Variable Annuity basis. Option 5 is available on a Fixed basis only.

OPTION 1 - LIFE ANNUITY

You receive Annuity payments monthly during your lifetime. These payments stop
with the last payment due before your death. Because Security First Life does
not guarantee a minimum number of payments under this arrangement, this option
offers the maximum level of monthly payments.

OPTION 2 - LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY PAYMENTS CERTAIN

You receive a guaranteed minimum number of monthly Annuity payments during your
lifetime. In addition, Security First Life guarantees that your Beneficiary will
receive monthly payments for the remainder of the period certain, if the
Annuitant dies during that period.

<PAGE> 42

OPTION 3 - INSTALLMENT REFUND LIFE ANNUITY

An Annuity payable monthly during the lifetime of an individual. You receive a
guaranteed minimum number of monthly payments which are equal to the amount of
your Participant's Account allocated to this option divided by the first monthly
payment. If you die before receiving the minimum number of payments, the
remaining payments will be made to your Beneficiary.

OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY

You receive Annuity payments monthly during the lifetime of you and another
payee (the joint payee) and payments are made during the lifetime of the
survivor of the two of you. Security First Life stops making payments with the
last payment before the death of the last surviving payee. Security First Life
does not guarantee a minimum number of payments under this arrangement. For
example, you or the other payee might receive only one Annuity payment if both
of you die before the second Annuity payment. The election of this option is
ineffective if either of you dies before Annuitization. In that case, the
survivor becomes the sole payee, and Security First Life does not pay death
proceeds because of the death of the other payee.

OPTION 5 - PAYMENTS FOR A DESIGNATED PERIOD (FIXED ANNUITY ONLY)

Security First Life makes Annuity payments monthly your to the Beneficiary at
you death, for a selected number of years ranging from five to thirty. The
amount of each payment will be based on an interest rate determined by Security
First Life that will not be less than 3.50% per year. You may not commute Fixed
Annuity payments to a lump sum under this option.

If you do not choose a form of Annuity payment, Option 2, a life annuity with a
guaranteed minimum of 120 monthly payments, will automatically be applied to
your Contract. You may make changes in the optional form of Annuity payment at
any time until 31 days before the Annuity date.

The first year's Annuity payment described in Options 1 - 4 are calculated on
the basis of:

- the mortality table specified in the Contract
- the age and where permitted the sex of the Annuitant
- the type of Annuity payment option selected, and
- the assumed investment return selected.

The fixed Annuity payments described in Option 5 are calculated on the basis of:

- the number of years in the payment period, and
- the interest rate guaranteed with respect to the option.

<PAGE> 43

Fixed Annuities are funded through the General Account of Security First Life.

FREQUENCY OF PAYMENT

Your payments under all options will be made on a monthly basis unless you and
Security First Life have agreed to a different arrangement.

Payments from each Series must be at least $50 each. If a payment from a Series
will be less than $50, Security First Life has the right to decrease the
frequency of payments so that each payment from a Series will be at least $50.

LEVEL PAYMENTS VARYING ANNUALLY

Your variable Annuity payments are determined yearly rather than monthly. As a
result, you will receive a uniform monthly Annuity payment for 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. As a result, the amounts of the Annuity payments will vary with
the investment performance of the Series from year to year rather than from
month to month. Your monthly variable Annuity payments for the first year will
be calculated on the last Valuation Date of the second calendar week before the
Annuity date. The amount of your monthly variable Annuity payments will be
calculated using a formula described in the Contract. On each anniversary of the
Annuity date, Security First Life will determine the total monthly payments for
the year then beginning. These payments will be 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 period is due.

After calculating the amount due to you, Security First Life transfers the
amount of the year's Variable Annuity payments to a General Account at the
beginning of the year. Although the amount in the Separate Account is credited
to you and transferred to the General Account, you do not have any property
rights in this amount. You do have a contractual right to receive your Annuity
payments.

The monthly Annuity payments for the year are made from the General Account with
interest using the standard assumed investment return of 4.25% or the Assumed
Investment Return that you selected. As a result, Security First Life will
experience profits or losses on the amounts placed in the General Account in
providing level monthly payments to you during the year that meet the Assumed

<PAGE> 44

Investment Return that you selected. For example, if the net investment income
and gains in the General Account are lower than the Assumed Investment Return
selected, Security First Life will experience a loss.

You will not benefit from any increases or be disadvantaged from any decreases
in any Annuity Unit Values during the year because the Annuity payments for that
year are set at the beginning of the year. These increases and decreases will be
reflected in the calculation of Annuity payments for the following year.

ANNUITY UNIT VALUES

This is how Security First Life calculates the Annuity Unit Value for each
Series:

- First, Security First Life determines the change in investment
experience (including any investment-related charge) for the
underlying Fund from the previous trading day to the current
trading day.

- Next, it subtracts the daily equivalent of your
insurance-related charge (general administrative expense and
mortality and expense risk charges) for each day since the
last day the Annuity Unit Value was calculated.

- Then, it divides the result by the quantity of one plus the
weekly equivalent of your Assumed Investment Return.

- Finally, the previous Annuity Unit Value is multiplied by this
result.

DEATH BENEFITS

DEATH BEFORE THE ANNUITY DATE

If you die before the Annuity Date, your Beneficiary(ies) will receive a death
benefit that is equal to the Participant's Account.

If you are younger than age 65 at the time of your death, your Beneficiary(ies)
will be entitled to receive a lump sum settlement equal to the greater of:

- your Purchase Payments less partial withdrawals or amounts
already applied to Annuity payments; or

- your Participant's Account.

<PAGE> 45

Your Beneficiary(ies) receive the death benefit as either:

1) A lump sum that must be made within five (5) years of your
death. Or

2) Annuity income under Annuity Income Options One, Two or Five
described in Article 7 of the Contract.

If your Beneficiary(ies) chooses one of the Annuity income options:

- Payments must begin within one year of your death
(However, your spouse may delay commencement of payments
to the date that you would have reached 70 1/2.)

- The guaranteed period under Option Two or the designated
period under Option Five may not be longer than the
Beneficiary's life expectancy under applicable tables
specified by the Internal Revenue Service.

- The Participant's Account on the date of the first
Annuity payment will be used to determine the amount of
the death benefit.

If your spouse is your sole Beneficiary, he or she may choose to succeed to your
rights as Participant rather than to take the death benefit.

If you have more than one Beneficiary living at the time of your death, each
will share the proceeds of the death benefit equally unless you elect otherwise.

If you outlive all of your Beneficiaries, the death benefit will be paid to your
estate in a lump sum. No Beneficiary shall have the right to assign or transfer
any future payments under the Options, except as provided in the election or by
law.

You will also be considered to have outlived your Beneficiary(ies) in the
following situations:

- Your Beneficiary(ies) and you die at the same time.

<PAGE> 46

- Your Beneficiary(ies) dies within 15 days of your death and
proof of your death is received by Security First Life before
the date due.

Proof of death includes a certified death certificate, or attending physician's
statement, a decree of a court of competent jurisdiction as to the finding of
death, or other documents that Security First Life agrees to accept as proof of
death.

DEATH AFTER THE ANNUITY DATE

If the Annuitant dies on or after the Annuity Date, the amounts payable to the
Beneficiary(ies) or other properly designated payees or any continuing payment
under the Annuity Payment option in effect. In this case, the Beneficiary will:

- have all the remaining rights and powers under a Contract, and

- be subject to all the terms and conditions of the Contract.

If none of your Beneficiaries survive the Annuitant, the value of any remaining
payments certain on the death of Annuitant, calculated on the basis of the
assumed investment return that you previously chose, will be paid in a lump sum
to the Annuitant's estate unless other provisions have been made and approved by
Security First Life. This value is calculated on the next day of payment
following receipt of due proof of death.

Unless otherwise restricted, a Beneficiary receiving variable payments under
Option Two or Three may elect at any time to receive the present value of the
remaining number of Annuity payments certain in a lump sum payment after the
death of an Annuitant. The present value of the remaining Annuity payments will
be calculated on the basis of the assumed investment return previously selected.
This lump sum payment election is not available to a Beneficiary receiving Fixed
Annuity payments.

FEDERAL TAX CONSIDERATIONS

The following general discussion of the federal income tax consequences under
this Contract is not intended to cover all situations, and is not meant to
provide tax advice. Because of the complexity of the law and the fact that the
tax results will vary depending on many factors, you should consult your tax
adviser regarding your personal situation. For your information, a more detailed
tax discussion is contained in the SAI.

<PAGE> 47

GENERAL TAXATION OF ANNUITIES

Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code (the Code) governs how this money is ultimately taxed.
There are different rules for qualified and non-qualified Contracts and
depending on how the money is distributed, as briefly described below.

You generally will not be taxed on increases in the value of your Contract until
a distribution occurs -- either as a withdrawal or as an Annuity payment. This
concept is known as tax deferral. In addition, Security First Life will not be
taxed on the investment income and capital gains of the Separate Account.

[SIDE BAR: A QUALIFIED CONTRACT is a Contract that is purchased under certain
types of tax-advantaged retirement plans.

Qualified plans include:

- SECTION 401 PLANS (self-employed and corporate pension and
profit-sharing plans)
- SECTION 403 PLANS (tax-deferred annuities)
- SECTION 457 PLANS (deferred compensation plans)
- TRADITIONAL IRAS
- ROTH IRAS

A NON-QUALIFIED CONTRACT is a Contract that is purchased on an individual basis
with after-tax dollars and not under one of the programs listed above in the
description of a qualified Contract. The Contracts are not offered on a
non-qualified basis.]

[SIDE BAR: Please note that the terms of a particular plan may limit your rights
otherwise available under the Contract.]

QUALIFIED CONTRACTS

The full amount of all distributions received from a Section 401, 403(b), 457
plan or traditional IRA (except for a return of non-deductible employee
contributions) are included in your gross income and are taxed at ordinary
income rates unless the distribution is transferred to an eligible rollover
account or Contract. In certain cases, distributions received from a Roth IRA
are also included in gross income.

Generally, distributions are included in your income in the year in which they
are paid. However, in the case of a Section 457 plan, a distribution is
includible in the

<PAGE> 48

year it is paid or when it is made available, depending upon whether certain
Code requirements are met. In very limited situations, a lump sum distribution
from a Section 401 plan may qualify for special forward income averaging or may
qualify for special long term capital gain treatment.

MANDATORY MINIMUM DISTRIBUTIONS

If you are a participant in a Section 401, 403(b), 457 plan or traditional IRA,
you generally must begin receiving withdrawals from your Contract value or
Annuity payments for life or a period not exceeding the life expectancy of you
or you and a beneficiary by April 1 of the calendar year following the later of:

- the year you turn 70 1/2

- the year you retire

WITHDRAWALS BEFORE AGE 59 1/2

If you receive a taxable distribution from your Contract before you reach age 59
1/2, this amount may be subject to a 10% penalty tax in addition to ordinary
income taxes. Section 457 plans are not subject to this 10% penalty tax.

As indicated in the chart below, some distributions prior to age 59 1/2 are
exempt from the penalty. Some of these exceptions include any amounts received:

<TABLE>
<CAPTION>
Type of Plan
-------------------------------------
401 403(b)* 457 IRA
--- ------- --- ---
<S> <C> <C> <C> <C>
After you die X X X

After you become totally disabled
(as defined in the Code) X X X

Faced with an unforeseeable emergency X

Pursuant to a domestic relations x x x
order
</TABLE>

* These restrictions only apply to 403(b) contributions and
earnings made after December 31, 1988. These restrictions do
not apply to Contract values attributable to contributions or
earnings made before January 1, 1989.

<PAGE> 49

ROLLOVERS OF PLAN CONVERSIONS

You may roll over distributions (other than required distributions) from one
plan to another plan without incurring any Federal income tax under some
circumstances. These circumstances are as follows:

<TABLE>
<CAPTION>
Distribution Issued from: May be Rolled into:
------------------------- -------------------
<S> <C>
- Section 401 plan Another Section 401 plan;
or an IRA

- Section 403(b) plan Another Section 403(b) plan;
or an IRA

- IRA Another IRA;
a Roth IRA (under certain conditions);
a Section 401 or 403(b) plan
if the IRA contains only
permissible rollover amounts
</TABLE>

DEDUCTIONS FOR PLAN CONTRIBUTIONS

You may deduct your contributions to Section 401 plans and Section 403(b)
annuities in the year when made up to the limits specified in the Code. These
plans may also permit non-deductible employee contributions. Any non-deductible
employee contribution that you make will be received tax free as a portion of
each Annuity payment.

TAXATION OF DEATH BENEFITS

Any distributions under Section 401 and 403(b) plans and IRAs must meet minimum
incidental death benefit requirements under the Code. However, if you are a
participant in a Section 401 plan and your spouse is your designated
beneficiary, these death benefit requirements do not apply.

Similar requirements apply to Section 457 plans for the tax years beginning
after December 31, 1988.

<PAGE> 50

WITHHOLDING

MANDATORY 20% WITHHOLDING FOR "ELIGIBLE ROLLOVER DISTRIBUTIONS"

If you are participating in a Section 401 retirement plan or a Section 403(b)
tax-deferred annuity (including lump sum distributions), Security First Life is
required to withhold 20% of the taxable portion of your withdrawal that
constitutes an "eligible rollover distribution" for Federal income tax purposes.

An "eligible rollover distribution" is any taxable amount that you receive from
your Contract, except for taxable distributions that are:

- a life or life expectancy annuity (individual or joint)

- an annuity with a designated period of 10 years or more

- withdrawals to satisfy minimum distribution requirements

Other exceptions to the definition of eligible rollover distribution exist. The
requirements discussed below under "Other Withholding" will apply to any
distribution that is not an eligible rollover distribution.

You may not elect out of the 20% withholding requirement. However, Security
First Life is not required to withhold the money if an eligible rollover
distribution is rolled over into a traditional IRA or other eligible retirement
plan in a direct trustee-to-trustee transfer.

OTHER TAX WITHHOLDING

Different withholding rules apply to taxable withdrawals such as Annuity
payments, lump sum distributions, and partial withdrawals that are not eligible
rollover distributions.

The withholding rules are determined at the time of payment. You may elect out
of these withholding requirements. You may revoke an election made in regard to
Annuity payments at any time and tax withholding will begin again at that time.
Security First Life will notify you at least annually of your right to revoke
your election.

TAXPAYER IDENTIFICATION NUMBER ("TIN")

You are required by law to provide Security First Life (as payor) with your
correct TIN. If you are an individual, the TIN is your social security number.

<PAGE> 51

VOTING RIGHTS

As the owner of the Separate Account, Security First Life is the legal owner of
the shares of the funding options. Based upon Security First Life's current view
of applicable law, you have voting interests under the Contract concerning Fund
shares and are entitled to vote on Fund proposals at all regular and special
shareholders meetings. Therefore, you are entitled to give us instructions for
the number of shares which are deemed attributable to your Participant's
Accounts.

Security First Life will vote all shares of the underlying Funds as directed by
you and others who have voting interests in the Funds. Security First Life will
send you, at a last known address, all periodic reports, proxy materials and
written requests for instructions on how to vote those shares. When Security
First Life receives these instructions, it will vote all of the shares in
proportion to the instructions. If Security First Life does not receive your
voting instructions, it will vote your interest in the same proportion as
represented by the votes it receives from the other Owners and Participants. If
Security First Life determines that it is permitted to vote the shares in its
own right due to changes in the law or in the interpretation of the law it may
do so.

Security First Life is under no duty to inquire into voting instructions or into
the authority of the person issuing such instructions. All instructions will be
valid unless Security First Life has actual knowledge that they are not.

When Annuity payments begin, the Annuitant will have all voting rights in regard
to Fund shares.

There are certain circumstances under which Security First Life may disregard
voting instructions. However, in this event, a summary of our action and the
reasons for such action will appear in the next semiannual report.

The number of votes that each person having the right to vote receives is
determined on a record date that is set no more than 90 days before the meeting.
Voting instructions will be requested at least 10 days before the meeting. Only
Owners or Annuitants on the record date may vote.

The number of shares to which you are entitled to vote is calculated by dividing
the portion of your Participant's Account allocated to that Fund on the record
date by the net asset value of a Fund share on the same date.

<PAGE> 52

YEAR 2000 ISSUE

Security First Life and its service providers, including the underlying Fund
options, depend on the smooth operation of their computer systems. Many computer
and software systems in use today cannot recognize the Year 2000, but revert to
1900 or some other date, due to the manner in which dates were encoded and
calculated. That failure could have a negative impact on Security First Life and
the Separate Account, including the calculation of your interest in the Series,
on the Funds' handling of securities trades, pricing and account services, as
well as on the companies in which the Funds will invest. Security First Life is
monitoring the efforts of the service providers to prepare their systems for the
Year 2000 and expects that each Series service providers will be adapted before
that date. There can be no guarantee, however, that Security First Life or its
service providers will be successful or that the steps taken by Security First
Life will be sufficient to avoid any adverse impact on the Separate Account and
each of its Series.

LEGAL PROCEEDINGS

There are no present or pending material legal proceedings affecting the
Separate Account. 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.

ADDITIONAL INFORMATION

You may contact Security First Life at the address and phone number on the cover
of this Prospectus for further information. A copy of the Statement of
Additional Information, dated May 1, 1999, which provides more detailed
information about the contracts, may also be obtained. The table of contents for
the Statement of Additional Information is attached at page ____.

A Registration Statement has been filed with the SEC under the Securities Act of
1933 for the Contracts offered by this Prospectus. This Prospectus does not
contain all of the information in the Registration Statement. Please refer to
this Registration Statement for further information about the Separate Account,
Security First Life and the Contracts. Any statements in this Prospectus about
the contents of the Contracts and other legal instruments are only summaries.
Please see the filed versions of these documents for a complete statement of any
terms.

<PAGE> 53

'33 Act File No. 33-7094

STATEMENT OF

ADDITIONAL INFORMATION

SECURITY FIRST LIFE SEPARATE ACCOUNT A

----------------------------------------------------------------
GROUP FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS
----------------------------------------------------------------

SECURITY FIRST LIFE INSURANCE COMPANY

MAY 1, 1999

This Statement of Additional Information is not a prospectus but should be read
in conjunction with the Security First Life Separate Account A prospectus, dated
May 1, 1999, a copy of which 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) 283-4536.

SF 226R1 (228)

<PAGE> 54

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
The Insurance Company 3

The Separate Account 3

Surrender Charges 3

Net Investment Factor 3

Annuity Payments 4

Additional Federal Income Tax Information 6

Calculation of Performance Data 7

Distribution of the Contracts 9

Voting Rights 9

Safekeeping of Securities 9

Servicing Agent 9

Independent Auditors 9

Legal Matters 10

State Regulation of Security First Life 10

Financial Statements 10
</TABLE>

<PAGE> 55

THE INSURANCE COMPANY

Security First Life Insurance Company ("Security First Life"), a Delaware
corporation, 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 $____ billion at
June 30, 1998, 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. However, MetLife announced in November 1998 its intention to
convert to a stock company. The "demutualization" plan will be subject to
approval of the board of Directors, the state of New York Insurance Department
and policyholders. As of May 1, 1999, MetLife does not know the details of the
plan or when or if it will take place.

THE SEPARATE ACCOUNT

The Security First Life Separate Account A ("Separate Account") presently funds
the contracts described in the prospectuses and group variable annuity contracts
on Forms SF 224FL, SF 230, SF 234, SF 236 and individual annuity contracts on
Form SF 135R2C and Form SF 135R2V. These individual and group variable annuity
contracts are described in other prospectuses. The combination fixed and
variable contracts ("Contracts") described in this Statement of Additional
Information and related prospectuses are distinct contracts from the above
described individual and group variable annuity contacts.

Amounts transferred to the Separate Account under the Contracts are invested in
the securities of eleven Funds: (i) the Money Market Portfolio, the Growth
Portfolio and the Overseas Portfolio of the Variable Insurance Products Fund;
(ii) the Asset Manager Portfolio, Contrafund Portfolio and Index 500 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
International Portfolio of the Scudder Variable Life Investment Fund; (v) the
Small Capitalization Portfolio of The Alger American Fund; and (vi) the T. Rowe
Price Growth Stock Fund [available only for plans that qualify under Sections
401 and 457 of the Internal Revenue Code of 1986 ("the Code")]. The Separate
Account is divided into a number of Series of Accumulation and Annuity Units,
eleven of which are offered under the Contract: Series FM (Money Market
Portfolio), Series FG (Growth Portfolio), Series FO (Overseas Portfolio), Series
FA (Asset Manager Portfolio), Series FC (Contrafund Portfolio), Series FI (Index
500 Portfolio), Series B (Bond Series), Series G (T. Rowe Price Growth and
Income Series), Series SI (International Portfolio), Series AS (Small
Capitalization Portfolio), and Series T (T. Rowe Price Growth Stock Fund).

SURRENDER CHARGES

Subject to the individual's retirement plan requirements, all or a portion of
the Participant's account may be surrendered at any time prior to the annuity
date. Unless a certificate has been in effect for more than nine full calendar
years after the Certificate Date, a surrender charge (contingent deferred sales
charge) will be deducted in the event the Participant requests a full or partial
surrender from the Separate Account. The charge is based on a percentage of the
amount surrendered. No surrender charge will be applied for that part of the
first

3
<PAGE> 56

surrender from the Separate Account in a calendar year that does not exceed 10%
of the value of the Participant's Account. The surrender charge amounts to 7%
for surrenders attributable to purchase payments received within 60 months prior
to the date of the surrender. In no event will the sum of these surrender
charges and the distribution expense charge exceed 9% of the purchase payments.

NET INVESTMENT FACTOR

The net investment factor for a Separate Account Series is an index of the
percentage change (adjusted for distributions by the Series and the deduction of
the mortality and administrative expense risk charges and distribution expense
charges) in the net asset value of the Fund in which the Series is invested,
since the preceding valuation date. The Separate Account net investment factor
for each Series of accumulation units is determined for any valuation date 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 Fund 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
valuation date and then subtracting from this result the mortality and
administrative expense risk and distribution expense fees factor of .003699% for
each calendar day between the preceding valuation date and the end of the
current valuation date.

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
----------- ------------------
<S> <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>

4
<PAGE> 57

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 on the last valuation
date 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 first year monthly payment from that series by the
Separate Account annuity unit values for the series on the last valuation date
of the second calendar week before the first annuity payment is due. The number
of annuity units remains fixed during the annuity period unless annuity units
are converted to or from another series.

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 seven 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.

5
<PAGE> 58

Annuity Unit Values

The separate account annuity unit value for each Series was originally
established at $5.00 per unit. The value of an annuity unit for each series for
any subsequent valuation period is determined by multiplying the annuity unit
value of the Series for the immediately preceding valuation period by an
"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 for any valuation period 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 pervious valuation period, and multiplying
the result by an interest neutralization factor.

Variable annuity payments for each year after the first reflect variations in
the investment performance of the Separate Account above and below the 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 Fund. Therefore, the assumed investment return must be
"neutralized" in computing the annuity change factor. The Interest
Neutralization Factor is determined by diving 1 by the effective weekly
equivalent of the assumed investment return previously selected by the
annuitant. For example, the Interest Neutralization return for the assumed
investment return of 4.25% is calculated as follows:

Interest Neutralization Factor: 1/[(1 + 0.0425)1/52] = 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 any time,
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.

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.

In the case of a plan qualified under Sections 401(a) or 403(a) of the Code, if
the balance to the credit of a participant in a plan is distributed within one
taxable year to the recipient ("total distribution") the amount of withholding
will approximate the federal income tax on a lump sum distribution. If a total
distribution is made from such a plan or a tax-sheltered annuity on account of
the Participant's death, the amount of withholding will reflect the exclusion
from

6
<PAGE> 59

federal income tax for employer-provided death benefits.

Security First Life is required to withhold 20% of certain taxable amounts
constituting "eligible rollover distributions" to participants (including lump
sum distributions) in retirement plans under Code Section 401 and tax deferred
annuities under Code Section 403(b). This withholding requirement does not apply
to distributions from such plans and annuities in the form of a life and life
expectancy annuity (individual or joint), an annuity with a designated period of
10 years or more, or any distribution required by the minimum distributions
requirements of Code Section 401(a)(9). Withholding on these latter types of
distribution will continue to be made under the rules described in the prior
paragraph. A participant cannot elect out of the 20% withholding requirement.
However, if an eligible rollover distribution is rolled over into an eligible
retirement plan or IRA in the case of a 401 plan or to another eligible contract
in the case of a 403(b) plan in a direct trustee-to-trustee transfer, no
withholding will be required.

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.

7
<PAGE> 60

Obtaining Tax Advice

It should be recognized that the federal income tax information in the
prospectus and this Statement of Additional Information is not exhaustive and is
for information purposes only. The discussions do not purport to cover all
situations involving the purchase of an Annuity or the election of an option
under the Contract. Tax results may vary depending upon individual situations
and special rules may apply in certain cases. State and local tax results may
also vary. For these reasons a qualified tax adviser should be consulted.

CALCULATION OF PERFORMANCE DATA

Periodically, the Separate Account may advertise performance for each Series.
Performance figures are based on historical earnings and are not intended to
indicate future performance. The methods used for calculating performance data
are described below:

a. Money Market Portfolio. The yield of the Money Market Portfolio of the
Separate Account for the seven day period ended December 31, 1998 was ______%.
This yield was computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one accumulation unit of the Portfolio at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from account values, and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and multiplying the base period return
by (365/7) with the resulting yield figure carried to a least the nearest
hundredth of one percent.

The effective yield of the Money Market Portfolio of the Separate Account for
the seven day period ended December 31, 1998 was ____%. This effective yield was
computed by determining the net change, exclusive of capital changes, in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Portfolio at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from account values, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting
1 from the result, according to the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7] - 1

The yield of the Money Market Portfolio is determined based upon the change in
the value of an outstanding unit in the Separate Account over a seven day period
and annualizing the result. The computation takes into account recurring
deductions from account values, but no deduction is made for transaction or
surrender charges which may apply upon a full or partial surrender. These
charges are described in the Prospectus under "Contract Charges"; specifically
"Sales Charges" and "Transaction Charges". In the event of a surrender of the
Contract, the imposition of surrender and transaction charges will have the
effect of reducing the yield earned over the period of ownership.

8
<PAGE> 61

b. Other Funds. The average annual total return of the other Funds in the
Separate Account as of December 31, 1998 are as follows:

<TABLE>
<CAPTION>
Average Annual Total Returns*
------------------------------------------- Inception
1 year 3 Years 5 Years 10 years to Date
------ ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Growth Portfolio 21.89% 22.68% NA NA 15.78%
(6/1/93)
Overseas Portfolio 10.11% 10.08% NA NA 9.18%
(7/1/93)
Asset Manager Portfolio 19.10% 15.91% NA NA 10.88%
(6/1/93)
Index 500 Portfolio 30.98% 29.15% NA NA 20.15%
(8/1/93)
Bond Series 7.69% 8.04% 5.04% NA 6.24%
(8/1/87)
T. Rowe Price Growth and 25.61% 25.03% 17.51% 14.53% 12.11%
Income Series (4/1/78)
Growth Stock Fund 25.45% 17.47% 17.47% 14.22% 13.11%
(4/1/87)
Contrafund Portfolio 22.54% NA NA NA 25.37%
(3/31/95)
International Portfolio 7.65% NA NA NA 12.28%
(3/31/95)
Small Capitalization 9.96% NA NA NA 15.70%
Portfolio (3/31/95)
</TABLE>

Average annual total return was computed by finding the average annual
compounded rates of return over the 1, 5, and 10 year periods that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:

P(1+T)n = ERV

Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5 or 10 year periods (or fractional portion
thereof).

The computation of average annual total returns does take into consideration
recurring charges and any non-recurring charges applicable to a Contract which
is surrendered in full at the end of the stated holding period.

From inception to July 1983, Security Management reimbursed the T. Rowe Price
Growth and Income Series for expenses in excess of the maximum expense
limitation. These reimbursements were repaid from August 1983 to July 1986. The
Bond Series was reimbursed for excess expenses from inception

9
<PAGE> 62

to July 1985, and repaid such reimbursements from August 1985 to July 1993.
Likewise, the Index 500 Portfolio has been reimbursed for certain expenses by
the investment adviser. Reimbursement of expenses to a series increases average
annual total returns, and repayment of such reimbursements reduces these
returns.

10
<PAGE> 63

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 Contracts will be sold in
all states where Security First Life is qualified to sell insurance. No direct
underwriting commission are paid to Security First Financial, Inc.

VOTING RIGHTS

Unless otherwise restricted by the retirement plan under which a Contract is
issued, each Participant will have the right to instruct Security First Life
with respect to voting the shares of the Trust Series 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
shares of the Trust's Series 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 recordkeeping and administrative services
for the Separate Account.

INDEPENDENT AUDITORS

The consolidated financial statements of Security First Life Insurance Company
at December 31, 1998 and the financial statements of Security First Life
Separate Account A were audited by Deloitte & Touche, 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

11
<PAGE> 64

experts in accounts and auditing. The consolidated financial statements of
Security First Life Insurance Company at December 31, 1997 and 1996 and the 1997
and 1996 financial statements of Security First Life Separate Account A were
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 accounts and
auditing.

LEGAL MATTERS

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

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, 1993. 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 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

12
<PAGE> 65

of the Separate Account are also included in this Statement of Additional
Information.

13
<PAGE> 66

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements contained herein

(1) 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

(2) Security First Life Insurance Company

Part B - Depositor's financial statements with notes

(b) Exhibits

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

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 and Chief
Financial Officer
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
</TABLE>

<PAGE> 67

<TABLE>
<S> <C>
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
Cheryl J. Finney Associate General Counsel, Vice
President, and Assistant Secretary
Patrizia DiMolfetta Controller
James Bossert Assistant Controller
George J. Olah Treasurer
Louis Ragusa Secretary
Richard G. Mandel Assistant Secretary
Eugene A. Capobianco Assistant Vice President
Joseph A. Zdeb Assistant Vice President
Thomas V. Reedy Assistant Vice President
Ataollah Azarshahi Assistant Vice President
Harold B. Leff Assistant Vice President
Robert E. Dehais Assistant Vice President
</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 Contract Owners

As of __________, 1999 there were ___________ 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, and General Counsel
Jane Frances Eagle Director, Senior Vice President,
Treasurer, and Chief Financial Officer
Brian J. Finneran Senior Vice President
Peter R. Jones Senior Vice President
Howard H. Kayton Senior Vice President and Chief Actuary
</TABLE>

<PAGE> 68

<TABLE>
<S> <C>
James C. Turner Vice President and Assistant Secretary
Cheryl J. Finney Vice President and Assistant Secretary
*Gary A. Virnick Supervisor of Compliance
* not an officer
</TABLE>

<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 of 1940 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 recordkeeping
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 fees and 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

<PAGE> 69
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it 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 1st day of March, 1999.

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 amended Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Richard C. Pearson President, General Counsel, March 1, 1999
- ---------------------------- & Director
Richard C. Pearson

/s/ Jane F. Eagle Senior Vice President & March 1, 1999
- ---------------------------- Chief Financial Officer
Jane F. Eagle

David F. Levene* Director and March 1, 1999
- ---------------------------- Chairman of the Board
David F. Levene

John K. Bruins* Director March 1, 1999
- ----------------------------
John K. Bruins

Steven T. Cates* Director March 1, 1999
- ----------------------------
Steven T. Cates

Director _______, 1999
- ----------------------------
Joseph J. Jordan
</TABLE>

<PAGE> 70

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Terence I. Lennon* Director March 1, 1999
- ----------------------------
Terence I. Lennon

Gail A. Praslick* Director March 1, 1999
- ----------------------------
Gail A. Praslick

Joseph A. Reali* Director March 1, 1999
- ----------------------------
Joseph A. Reali

Anthony J. Williamson* Director March 1, 1999
- ----------------------------
Anthony J. Williamson

/s/ Richard C. Pearson
- ----------------------------
*(Richard C. Pearson as
Attorney-in-Fact for each
of the persons indicated)
</TABLE>