SECURITY FIRST LIFE SEPARATE ACCOUNT A, 485BPOS, 1999-06-18

SECURITY FIRST LIFE SEPARATE ACCOUNT A
485BPOS, 1999-06-18

Previous: COLCHESTER STREET TRUST, 497, 1999-06-18

Next: TAX FREE INSTRUMENTS TRUST, 24F-2NT, 1999-06-18

<PAGE> 1
'33 ACT FILE NO. 33-7094
'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. 33 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 115 [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
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)

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

[ ] ON [Date] PURSUANT TO PARAGRAPH (b) OF RULE 485

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

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

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

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

THE COMPANY HAS ELECTED PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940 TO REGISTER AN INDEFINITE NUMBER OF SECURITIES. THE MOST RECENT RULE
24-F-2 NOTICE WAS FILED ON MARCH 3, 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

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

PROSPECTUS
MAY 1, 1999
----------------------------------------------

THE SECURITY FIRST INVESTORS CHOICE VARIABLE
ANNUITY CONTRACTS
issued through
SECURITY FIRST LIFE SEPARATE ACCOUNT A
by
SECURITY FIRST LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

This Prospectus gives you important information about the individual 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"), as well as from distributions made under retirement plans
that do not qualify for special tax treatment ("non-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 Security First Life Separate Account A (the "Separate Account"). The Separate
Account, in turn, invests in the following underlying mutual funds:

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND

Money Market Portfolio
Equity Income Portfolio
Growth Portfolio
Overseas Portfolio

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II

Asset Manager Portfolio
Contrafund Portfolio
Index 500 Portfolio

SECURITY FIRST TRUST

T. Rowe Price Growth and Income Series
U.S. Government Income Series
Equity Series
Bond Series

ALGER AMERICAN FUND

Small Capitalization Portfolio

You can choose any combination of these investment choices. Your Contract Value
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 THE MUTUAL FUND PROSPECTUSES.

SF 135 R2C

<PAGE> 5

<TABLE>
<S> <C>
An investment in any of For more information:
these variable annuities If you would like more information about the Contract, you
involves investment risk. can obtain a copy of the Statement of Additional Information
You could lose money you ("SAI") dated May 1, 1999. The SAI is legally considered a
invest. The Contracts and part of this Prospectus as though it were included in the
the mutual funds are: Prospectus. The Table of Contents of the SAI appears on page
- - not bank deposits or 38 of the Prospectus. To request a free copy of the SAI or
obligations to ask questions, write or call:
- - not federally insured or Security First Life Insurance Company
guaranteed P.O. Box 92193
- - not endorsed by any bank Los Angeles, California 90009
or government agency Phone: (800) 284-4536
- - not guaranteed to achieve The Securities and Exchange Commission ("SEC") has a website
their investment objective (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.
</TABLE>

<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Glossary.................................................... 4
Summary of the Contracts.................................... 6
Fee Tables and Examples..................................... 9
Condensed Financial Information............................. 12
Financial and Performance Information....................... 14
Description of Security First Life Insurance Company, The
General Account, The Separate Account, The Funds and
Service Providers......................................... 15
The Security First Life Insurance Company.............. 15
The General Account.................................... 15
The Separate Account................................... 15
The Funds.............................................. 16
Principal Underwriter.................................. 17
Servicing Agent........................................ 17
Custodian.............................................. 18
Contract Charges............................................ 18
Premium Taxes.......................................... 19
Surrender Charge....................................... 19
Administration Fees.................................... 20
Mortality and Expense Risk Charge...................... 21
Federal, State and Local Taxes......................... 21
Free Look Period....................................... 21
Description of the Contracts................................ 22
Assignment............................................. 22
Purchase Payments...................................... 22
Transfers.............................................. 22
Dollar Cost Averaging.................................. 23
Reallocation Election.................................. 23
Modification of the Contracts.......................... 23
Accumulation Period......................................... 25
Crediting Accumulation Units in the Separate Account... 25
Surrender from the Separate Account.................... 25
Account Statements..................................... 26
Annuity Benefits............................................ 26
Variable Annuity Payments.............................. 26
Election of Annuity Date and Form of Annuity........... 27
Frequency of Payment................................... 28
Level Payments Varying Annually........................ 28
Annuity Unit Values.................................... 29
</TABLE>

<PAGE> 7

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Death Benefits.............................................. 30
Death Before the Annuity Date.......................... 30
Death After the Annuity Date........................... 31
Federal Tax Considerations.................................. 32
General Taxation of Annuities.......................... 32
Non-qualified Contracts................................ 32
Qualified Contracts.................................... 33
Withholding............................................ 35
Voting Rights............................................... 36
Year 2000 Issue............................................. 37
Legal Proceedings........................................... 37
Additional Information...................................... 37
Table of Contents of Statement of Additional Information
</TABLE>

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.

3
<PAGE> 8

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

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.

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

CONTRACT DATE -- The date your Contract was issued to you.

CONTRACT VALUE -- The sum of your interests in the Separate Account Series and
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.

CONTRACT YEAR -- A 12-month period starting on the Contract Date and on each
anniversary of the Contract Date.

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

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 Value 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 85th birthday or the 10th anniversary of the Contract Date.

OWNER -- You, the person who has title to the Contract.

4
<PAGE> 9

PURCHASE PAYMENT -- The amounts paid by 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 you 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.

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

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.

5
<PAGE> 10

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

SUMMARY OF THE CONTRACTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Please see the section THE CONTRACTS
"Qualified Contracts" on
page 33 for more The Contracts may be offered to:
information.
- 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 Accounts ("IRAs")
-- Roth IRAs
- Plans that do not qualify for special tax treatment
(Non-qualified Contracts)
- Individuals seeking to accumulate money for retirement
</TABLE>

<TABLE>
<S> <C>
Please see "Transfers" on PURCHASE PAYMENTS
page 22 for more
information. Purchase Payments under the Contracts are made to the
General Account, the Separate Account, or allocated between
them. You cay buy a Contract for $1,000 and add as little as
$100 at any time (for IRAs, the minimum is $500 for an
initial Purchase Payment and $100 for each additional
payment). There is no initial sales charge; however, the
charges and deductions described under "Contract Charges" on
page 18 will be deducted from the Contract Value.
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
You can transfer amounts allocated to the General Account:
- to the Separate Account only to be applied to a Variable
Annuity option
</TABLE>

6
<PAGE> 11

<TABLE>
<S> <C>
Please see "The Separate SEPARATE ACCOUNT
Account" on page 15 and "The
Funds" on page for more Purchase Payments allocated to the Separate Account are
information. invested at net asset value in Accumulation Units in one or
more of twelve Series, each of which invests in one of the
following twelve Funds:
</TABLE>

7
<PAGE> 12

<TABLE>
<S> <C> <C>
Please see "Contract CHARGES AND DEDUCTIONS
Charges" on page 18 for more
information. The following fees and expenses apply to
your Contract:

FEE OR EXPENSE AMOUNT OF FEE
----------------------------------------------------------------------
DAILY DEDUCTIONS
- Administration fee (deducted from your.... .00041%
interest in the Separate Account) (.15% per year)
- Mortality and Expense Risks fee........... .003425%
(1.25% per year)
SURRENDER CHARGE
(CONTINGENT DEFERRED SALES CHARGE)
- Deducted if you request a full or......... 7% of Purchase Payment
partial and amounts credited
withdrawal of Purchase Payments from the to it. This charge
Separate Account within seven years decreases 1% each year
after the Purchase Payment is made after the Purchase
Payment is made.
</TABLE>

<TABLE>
<S> <C>
As described later in this Prospectus, this charge
will not apply to:
- the first withdrawal in any year of up to
10% of your interest in the Separate
Account and 10% of your interest
in the General Account; or
- withdrawals made if you are confined to
a hospital for at least 30 consecutive days
or to a skilled nursing home for at least
90 consecutive days.
</TABLE>

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

<TABLE>
<S> <C>
Please see "Free Look FREE LOOK PERIOD
Period" on page 21 for more
information. You may cancel your Contract within 10 days after you
receive it (or longer depending on state law) for a full
refund of all Purchase Payments (or the greater of Purchase
Payments or the Contract Value in some states). Purchase
Payments allocated to the Separate Account will be initially
allocated to the Money Market Portfolio during the Free Look
Period.
</TABLE>

8
<PAGE> 13

<TABLE>
<S> <C>
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. Payments 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 Contract Value 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.
Please see "Surrender SURRENDER
Charge" on page 19
and "Federal Tax You may surrender all or part of your Contract Value before
Considerations" on page 32 the Annuity Date. You may not make a partial withdrawal if
for more it would cause your interest in any Series or the General
information. Account to fall below $500.
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
earnings 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.
Please see "Death Benefits" DEATH BENEFIT
on page 30 for more
information. One of the insurance guarantees we provide you under your
Contract is that your Beneficiary(ies) will be protected
against market downturns. You name your Beneficiary(ies). If
you die before the Annuity Date, your Beneficiary(ies) will
receive a death benefit that is the greatest of:
- the total of all Purchase Payments less any partial
withdrawals; or
- the Contract Value at settlement; or
- if the Contract is issued when you (and all co-owners) are
age 70 or younger, the greater of the Contract Value at the
seventh anniversary of Contract Date or each following
fifth anniversary.
Your Beneficiary(ies) may choose to receive this benefit in
a lump sum or to apply it to certain of the available
annuity forms contained in this Contract.
</TABLE>

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

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 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.

9
<PAGE> 14

[The following information assumes that the entire Contract Value is in the
Separate Account:]

FEE TABLES

YOUR EXPENSES

<TABLE>
<CAPTION>
YEARS SINCE
PURCHASE
PAYMENT
WAS RECEIVED PERCENTAGE
------------ ----------
<S> <C> <C>
Surrender Charge (Deferred Sales Charge).................... less than 1 7%
(as a percentage of amounts accumulated with respect 1 but not 2 6%
to a purchase payment) 2 but not 3 5%
3 but not 4 4%
4 but not 5 3%
5 but not 6 2%
6 but not 7 1%
7 or more 0%
</TABLE>

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

<TABLE>
<S> <C>
Administration Fee.......................................... .15% per year
Mortality and Expense Risk Fees............................. 1.25% per year
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES...................... 1.40% per year
</TABLE>

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

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
MONEY EQUITY ASSET
MARKET INCOME GROWTH OVERSEAS MANAGER CONTRAFUND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
(a) Management Fee .21% .49% .59% .74% .54% .59%
- -------------------------------------------------------------------------------------------------------------------------
(b) Other Expenses .10% .08% .07% .15% .10% .07%
- -------------------------------------------------------------------------------------------------------------------------
(c) Total Annual
Expenses .31% .57% .66% .89% .64% .66%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
U.S.
T. ROWE PRICE GOVERNMENT SMALL
INDEX 500 GROWTH & INCOME INCOME EQUITY BOND CAPITALIZATION
PORTFOLIO SERIES SERIES SERIES SERIES PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
(a) Management Fee .24% .50% .53% .80% .50% .85%
- -------------------------------------------------------------------------------------------------------------------------
(b) Other Expenses .04% .07% .13% .11% .23% .04%
- -------------------------------------------------------------------------------------------------------------------------
(c) Total Annual
Expenses .28% .57% .66% .91% .73% .89%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

10
<PAGE> 15

EXAMPLES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CONDITIONS
YOU WOULD PAY THE FOLLOWING
SEPARATE EXPENSES ON A $1,000 TIME PERIODS
ACCOUNT INVESTMENT ASSUMING 5% ------------------------------------------
SERIES ANNUAL RETURN ON ASSETS: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Money Market (a) upon surrender at the (a) $ 82 $103 $125 $202
Portfolio end of the stated time
period
(b) if the Contract WAS NOT (b) 17 54 93 202
surrendered
- -------------------------------------------------------------------------------------------------------
Equity Income SAME (a) 85 111 138 231
Portfolio (b) 20 62 107 231
- -------------------------------------------------------------------------------------------------------
Growth Portfolio SAME (a) 86 114 143 241
(b) 21 65 112 241
- -------------------------------------------------------------------------------------------------------
Overseas Portfolio SAME (a) 88 121 154 265
(b) 23 72 124 265
- -------------------------------------------------------------------------------------------------------
Asset Manager SAME (a) 86 113 141 237
Portfolio (b) 21 64 110 237
- -------------------------------------------------------------------------------------------------------
Small Capitalization SAME (a) 88 120 153 263
Portfolio (b) 23 72 123 263
- -------------------------------------------------------------------------------------------------------
Contrafund Portfolio SAME (a) 86 115 144 243
(b) 21 66 113 243
- -------------------------------------------------------------------------------------------------------
Index 500 SAME (a) 82 103 123 199
Portfolio (b) 17 53 91 199
- -------------------------------------------------------------------------------------------------------
T. Rowe Price Growth & SAME (a) 85 111 138 230
Income Series (b) 20 62 106 230
- -------------------------------------------------------------------------------------------------------
U.S. Government SAME (a) 86 114 142 239
Income Series (b) 21 65 111 239
- -------------------------------------------------------------------------------------------------------
Bond Series SAME (a) 86 116 146 246
(b) 22 67 114 246
- -------------------------------------------------------------------------------------------------------
Equity Series SAME (a) 88 121 154 265
(b) 23 72 124 265
- -------------------------------------------------------------------------------------------------------
</TABLE>

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 18.

2. The investment adviser to the Index 500 Portfolio voluntarily reimbursed
certain expenses of the Portfolio. If there had been no reimbursement, total
expenses would have been .35% (see the Variable Insurance Products Fund II
prospectus for more information.)

3. THE EXAMPLES DO NOT REPRESENT PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.

11
<PAGE> 16

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

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

The following table sets forth condensed financial information on Accumulation
Units with respect to Contracts issued under this prospectus through the
Separate Account. The information is derived from the financial statements of
the Separate Account for the year ended December 31, 1998 which have been
audited by Deloitte & Touche LLP, the Separate Account's independent auditors.
The financial statements for each of the years ended December 31, 1997 have been
audited by Ernst & Young LLP, 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 TWELVE TWELVE TWELVE TWELVE FIVE TWELVE TWELVE
MONTHS MONTHS MONTHS MONTHS MONTHS MONTHS MONTHS MONTHS
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
SEPARATE ACCOUNT SERIES 7/31/89 7/31/90 7/31/91 7/31/92 7/31/93 12/31/93 12/31/94 12/31/95
----------------------- ------- ------- ------- ------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series B (Bond Series)
Beg. AUV $....................... 5.21 5.77 5.90 6.27 7.07 7.66 7.78 7.42
End. AUV $....................... 5.77 5.90 6.27 7.07 7.66 7.78 7.42 8.55
End. No. Non-Qualified AUs....... 14,195 35,914 29,408 34,855 45,488 45,035 35,534 45,117
End. No. Qualified AUs........... 60,665 129,756 167,461 165,862 227,551 255,421 52,134 61,437
Series G (T. Rowe Price Growth and
Income Series)
Beg. AUV $....................... 5.23 6.96 6.26 6.84 7.70 8.27 8.70 8.85
End. AUV $....................... 6.96 6.26 6.84 7.70 8.27 8.70 8.85 11.46
End. No. Non-Qualified AUs....... 122,310 152,193 103,701 121,098 157,339 170,454 179,634 219,556
End. No. Qualified AUs........... 120,735 396,570 598,731 826,262 1,300,789 1,510,626 265,635 318,557
Series FA (Asset Manager Portfolio)
Beg. AUV $ (5/13/93)............. 5.00 5.15 5.62 5.21
End. AUV $....................... 5.15 5.62 5.21 6.02
End. No. Non-Qualified AUs....... 14,874 297,065 639,669 636,600
End. No. Qualified AUs........... 14,679 233,747 881,502 1,048,666
Series FG (Growth Portfolio)
Beg. AUV $ (5/24/93)............. 5.00 5.06 5.40 5.33
End. AUV $....................... 5.06 5.40 5.33 7.13
End. No. Non-Qualified AUs....... 6,333 68,333 220,859 369,778
End. No. Qualified AUs........... 6,703 69,326 351,616 691,102
Series FI (Index 500 Portfolio)
Beg. AUV $ (6/30/93)............. 5.00 4.97 5.20 5.19
End. AUV $....................... 4.97 5.20 5.19 7.04
End. No. Non-Qualified AUs....... -- 9,764 31,543 73,445
End. No. Qualified AUs........... 2,334 8,392 30,822 120,370
Series FO (Overseas Portfolio)
Beg. AUV $ (5/24/93)............. 5.00 5.12 5.64 5.67
End. AUV $....................... 5.12 5.64 5.67 6.14
End. No. Non-Qualified AUs....... -- 11,178 82,312 71,276
End. No. Qualified AUs........... 491 8,248 107,910 146,405
Series FM (Money Market Portfolio)
Beg. AUV $ (1/1/94).............. 5.00 5.16
End. AUV $....................... 5.16 5.40
End. No. Non-Qualified AUs....... 47,324 177,174
End. No. Qualified AUs........... 9,656 326,232
Yield............................ 4.45%

<CAPTION>
TWELVE TWELVE TWELVE
MONTHS MONTHS MONTHS
ENDED ENDED ENDED
SEPARATE ACCOUNT SERIES 12/31/96 12/31/97 12/31/98
----------------------- --------- --------- ---------
<S> <C> <C> <C>
Series B (Bond Series)
Beg. AUV $....................... 8.55 8.68 9.35
End. AUV $....................... 8.68 9.35 9.91
End. No. Non-Qualified AUs....... 69,877 204,160 511,384
End. No. Qualified AUs........... 100,373 164,131 374,239
Series G (T. Rowe Price Growth and
Income Series)
Beg. AUV $....................... 11.46 13.77 17.28
End. AUV $....................... 13.77 17.28 18.77
End. No. Non-Qualified AUs....... 386,916 967,084 1,413,847
End. No. Qualified AUs........... 482,496 798,400 1,196,732
Series FA (Asset Manager Portfolio)
Beg. AUV $ (5/13/93)............. 6.02 6.81 8.12
End. AUV $....................... 6.81 8.12 9.21
End. No. Non-Qualified AUs....... 777,592 1,342,714 1,938,660
End. No. Qualified AUs........... 1,250,934 1,595,340 2,152,005
Series FG (Growth Portfolio)
Beg. AUV $ (5/24/93)............. 7.13 8.08 9.84
End. AUV $....................... 8.08 9.84 13.54
End. No. Non-Qualified AUs....... 694,471 1,514,592 1,666,023
End. No. Qualified AUs........... 936,136 1,721,157 1,853,479
Series FI (Index 500 Portfolio)
Beg. AUV $ (6/30/93)............. 7.04 8.54 11.19
End. AUV $....................... 8.54 11.19 14.16
End. No. Non-Qualified AUs....... 337,427 1,141,079 1,728,113
End. No. Qualified AUs........... 428,500 1,017,697 1,556,431
Series FO (Overseas Portfolio)
Beg. AUV $ (5/24/93)............. 6.14 6.86 7.56
End. AUV $....................... 6.86 7.56 8.40
End. No. Non-Qualified AUs....... 147,181 331,263 421,902
End. No. Qualified AUs........... 204,998 340,816 398,497
Series FM (Money Market Portfolio)
Beg. AUV $ (1/1/94).............. 5.40 5.62 5.84
End. AUV $....................... 5.62 5.84 6.08
End. No. Non-Qualified AUs....... 667,110 905,605 928,083
End. No. Qualified AUs........... 622,087 1,041,656 1,285,755
Yield............................ 3.95% 4.11% 3.60%
</TABLE>

12
<PAGE> 17
<TABLE>
<CAPTION>
TWELVE TWELVE TWELVE TWELVE TWELVE FIVE TWELVE TWELVE
MONTHS MONTHS MONTHS MONTHS MONTHS MONTHS MONTHS MONTHS
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
SEPARATE ACCOUNT SERIES 7/31/89 7/31/90 7/31/91 7/31/92 7/31/93 12/31/93 12/31/94 12/31/95
----------------------- ------- ------- ------- ------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series FE (Equity-Income Portfolio)
Beg. AUV $ (5/25/95)............. 5.00
End. AUV $....................... 6.13
End. No. Non-Qualified AUs....... 48,543
End. No. Qualified AUs........... 82,578
Series FC (Contrafund Portfolio)
Beg. AUV $ (5/16/95)............. 5.00
End. AUV $....................... 6.29
End. No. Non-Qualified AUs....... 98,145
End. No. Qualified AUs........... 143,884
Series SU (U.S. Govt. Income
Series)
Beg. AUV $ (5/25/95)............. 5.00
End. AUV $....................... 5.43
End. No. Non-Qualified AUs....... 8,806
End. No. Qualified AUs........... 10,909
Series SV (Equity Series)
Beg. AUV $ (8/26/96).............
End. AUV $.......................
End. No. Non-Qualified AUs.......
End. No. Qualified AUs...........
Series AS (Small Cap. Portfolio)
Beg. AUV $ (5/22/95)............. 5.00
End. AUV $....................... 6.54
End. No. Non-Qualified AUs....... 115,588
End. No. Qualified AUs........... 160,410

<CAPTION>
TWELVE TWELVE TWELVE
MONTHS MONTHS MONTHS
ENDED ENDED ENDED
SEPARATE ACCOUNT SERIES 12/31/96 12/31/97 12/31/98
----------------------- --------- --------- ---------
<S> <C> <C> <C>
Series FE (Equity-Income Portfolio)
Beg. AUV $ (5/25/95)............. 6.13 6.93 8.76
End. AUV $....................... 6.93 8.76 9.64
End. No. Non-Qualified AUs....... 389,764 1,144,054 1,748,353
End. No. Qualified AUs........... 451,605 851,026 1,333,143
Series FC (Contrafund Portfolio)
Beg. AUV $ (5/16/95)............. 6.29 7.54 9.24
End. AUV $....................... 7.54 9.24 11.84
End. No. Non-Qualified AUs....... 427,465 968,105 1,303,672
End. No. Qualified AUs........... 530,576 1,026,836 1,353,368
Series SU (U.S. Govt. Income
Series)
Beg. AUV $ (5/25/95)............. 5.43 5.56 5.87
End. AUV $....................... 5.56 5.87 6.22
End. No. Non-Qualified AUs....... 35,598 1,577,311 1,418,884
End. No. Qualified AUs........... 186,466 1,088,519 964,505
Series SV (Equity Series)
Beg. AUV $ (8/26/96)............. 5.00 5.59 7.14
End. AUV $....................... 5.59 7.14 8.67
End. No. Non-Qualified AUs....... 132,782 1,265,446 1,054,601
End. No. Qualified AUs........... 149,404 1,167,399 901,456
Series AS (Small Cap. Portfolio)
Beg. AUV $ (5/22/95)............. 6.54 6.73 7.40
End. AUV $....................... 6.73 7.40 8.43
End. No. Non-Qualified AUs....... 454,671 1,018,416 1,040,780
End. No. Qualified AUs........... 517,158 1,133,029 1,156,348
</TABLE>

- ---------------
AUV -- Accumulation Unit Value

AUs -- Accumulation Units

13
<PAGE> 18

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

FINANCIAL AND PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
All performance numbers are PERFORMANCE INFORMATION
based upon historical
earnings. These numbers are From time to time, Security First may advertise the
not intended to indicate performance of a Series. This performance information may
future results. Yields and include:
average annual total returns
are determined in accordance - the YIELD and EFFECTIVE YIELD of Series invested in the
with the computation methods MONEY MARKET PORTFOLIO of the Separate Account
required by the Securities
and Exchange Commission (the - average annual total returns for the other Series of the
"SEC") in the Form N-4 Separate Account.
Registration Statement.
These methods are described YIELD is the net income generated by an investment in the
in detail in the Statement MONEY MARKET PORTFOLIO for a specific seven-day period,
of Additional Information. 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 charges 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 Owner accounts, including the following:
- the mortality and expense risk charge,
- the administrative expense charge, and
- the applicable early surrender charge that may be charged
at the end of the period in question.
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.
</TABLE>

14
<PAGE> 19

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

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 $215.3 billion worth of total assets as of December
31, 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 New York State Insurance Department and policyholders. As of May
1, 1999, MetLife does not know the complete details of the plan or when or if it
will take effect.

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 Contract 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 1940 Act.

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 your 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 VARIABLE ANNUITY PAYMENTS IS GUARANTEED
ONLY TO THE EXTENT OF THE LEVEL AMOUNT CALCULATED AT THE BEGINNING OF EACH
ANNUITY YEAR. (See Annuity Benefits -- Level Payments Varying Annually, page
28).

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

15
<PAGE> 20

THE FUNDS

Your investment choices are:

<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE INVESTMENT ADVISER
- -------------------------------------------------------------------------------------------------------------
VIP Money Market The Fund seeks to obtain as high a level of current FMR
Portfolio 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.
- -------------------------------------------------------------------------------------------------------------
VIP Equity Income The Fund seeks reasonable income by investing primarily FMR
Portfolio in income-producing equity securities. In choosing
these securities, the Fund will also consider the
potential for capital appreciation. The Fund's goal is
to achieve a yield which exceeds the composite yield on
the securities comprising the Standard & Poor's 500
Composite Stock Price Index.
- -------------------------------------------------------------------------------------------------------------
VIP Growth Portfolio The Fund seeks to achieve capital appreciation normally FMR
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.
- -------------------------------------------------------------------------------------------------------------
VIP Overseas The Fund seeks long-term growth of capital primarily FMR
Portfolio 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.
- -------------------------------------------------------------------------------------------------------------
VIP II Asset Manager The Fund seeks high total return with reduced risk over FMR
Portfolio the long-term by allocating its assets among stocks,
bonds, and short-term, fixed income instruments.
- -------------------------------------------------------------------------------------------------------------
VIP II Contrafund The Fund seeks capital appreciation by investing in FMR
Portfolio companies that the investment adviser believes to be
undervalued due to an overly pessimistic appraisal by
the public.
- -------------------------------------------------------------------------------------------------------------
VIP II Index 500 The Fund seeks investment results that correspond to FMR
Portfolio 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.
- -------------------------------------------------------------------------------------------------------------
SFT T. Rowe Price The Fund seeks capital growth and a reasonable level of Security Management;
Growth & Income current income. While this series will generally invest Price Associates
Series in common stocks and other equities, it may, depending (subadviser)
on economic conditions, reduce such investments and
substitute fixed income instruments.
- -------------------------------------------------------------------------------------------------------------
SFT U.S. Government The Fund seeks to provide current income. The Series Security Management;
Income Series pursues this objective by investing in a professionally BlackRock (subadviser)
managed, diversified portfolio limited primarily to
U.S. government securities.
- -------------------------------------------------------------------------------------------------------------
SFT Equity Series The Fund seeks to provide growth of capital and income. Security Management;
The Series is managed to take advantage of trends in BlackRock (subadviser)
the stock market that favor different styles of stock
selection (value or growth) and different sizes of
companies.
- -------------------------------------------------------------------------------------------------------------
SFT Bond Series The Fund seeks to achieve the highest investment income Security Management;
over the long-term consistent with the preservation of NB (subadviser)
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.
- -------------------------------------------------------------------------------------------------------------
Alger Small The Fund seeks long-term capital appreciation by Alger Management
Capitalization investing in a diversified, actively managed portfolio
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.
- -------------------------------------------------------------------------------------------------------------
</TABLE>

16
<PAGE> 21

<TABLE>
<S> <C>
While the Series and their Each Series buys and sells shares of the corresponding
comparably named Funds may mutual fund. These Funds invest in stocks, bonds and other
have names, investment investments as indicated above. All dividends declared by
objectives and management the Funds are earned by the Separate Account and reinvested.
which are identical or Therefore, no dividends are distributed to you under the
similar to publicly Contract. Instead, dividends generally increase the
available mutual funds, Accumulation or Annuity Unit Value. You pay no transaction
these are not those mutual expenses (i.e., front-end or back-end load sales charges) as
funds. The Funds most likely a result of the Separate Account's purchase or sale of these
will not have the same mutual fund shares. The Funds listed above are available
performance experience as only by purchasing annuities and life insurance policies
any publicly available offered by Security First Life or by other insurance
mutual fund. companies and are never sold 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 1940 Act. 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 more fully The Funds are available to other registered separate
described in the Fund accounts offering variable annuity and variable life
prospectuses and their products in addition to Security First Life's Separate
Statements of Additional Account. In the future, a conflict may develop between one
Information. The or more separate accounts invested in the same Fund. The
prospectuses are attached to conflict could develop due to change in the law affecting
or accompanied by this variable annuity products or from differences in voting
Prospectus. The Statements instructions of owners of the different separate accounts.
of Additional Information Security First Life monitors the Series for this type of
are available upon your conflict and will remedy the situation if such a conflict
request. develops. This may include the withdrawal of amounts
invested in the Funds by you and other Contract Owners.
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 Owners
entitled to vote (those who have invested in the Series) and
the SEC approves the substitution under the 1940 Act.
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.
</TABLE>

17
<PAGE> 22

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 Annuitant's death, or the death
of the first of joint Contract owners;

- the available funding options and related programs (including dollar-cost
averaging, portfolio rebalancing, and systematic withdrawal programs);

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

- the distribution of various reports to Contract owners.

COSTS AND EXPENSES INCURRED BY SECURITY FIRST LIFE INCLUDE:

- costs 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.

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 Contract
value or the maximum of all step-up values for the Enhanced Death
Benefit; 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.

18
<PAGE> 23

The surrender charge covers No sales charge is deducted from any Purchase Payment.
marketing expenses for the During the accumulation phase, you can withdraw part or all
sale of Contracts, such as of the Contract Value. In the first partial surrender in
commissions to sales each Contract year, you can withdraw up to 10% of your
personnel and other Contract Value in the General Account and 10% of the
promotion and acquisition Contract Value in the Separate Account free of surrender
expenses. charges. If you withdraw money in excess of 10% of your
Contract Value, you might have to pay a surrender charge on
the excess amount.
The following schedule shows the surrender charges that
apply during the seven years following each Purchase
Payment:
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF YEARS SURRENDER
SINCE PURCHASE PAYMENT DATE CHARGE
-------------------------------------------------------------------------
<S> <C> <C>
Less than 1 year........................................ 7%
1 year but less than 2.................................. 6%
2 years but less than 3................................. 5%
3 years but less than 4................................. 4%
4 years but less than 5................................. 3%
5 years but less than 6................................. 2%
6 years but less than 7................................. 1%
7 years or more......................................... 0%
</TABLE>

<TABLE>
<S> <C>
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 cancelled on a first-in, first-out
basis, and the amount credited to your Contract Value with
respect to each Purchase Payment will be subject to the
surrender charge. 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.
</TABLE>

19
<PAGE> 24

<TABLE>
<S> <C>
Example of application of surrender charge. Assume your
Contract Value is $100,000 at the beginning of Contract year
2 and you withdraw $30,000. Because that amount is more than
your 10% free surrender amount, you would pay a surrender
charge of $1,200 on the remaining $20,000 (6% of
$30,000 - $10,000).
Keep in mind that withdrawals may be taxable, and if made
before age 59 1/2, may be subject to a 10% Federal penalty
tax described on page 34. For tax purposes, withdrawals are
considered to come from earnings first.
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.
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 your Contract
- On withdrawals of Purchase payments you made over seven
years ago
- If you die during the pay-in phase, your Beneficiary(ies)
will receive the full death benefit without deduction
- If you withdraw no more than 10% of your account balance
in any Contract 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 personal investment
purposes only
ADMINISTRATION FEES
An administration fee of .00041% (.15% per year) is deducted
from your interest in the Separate Account on a daily basis.
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
</TABLE>

20
<PAGE> 25

<TABLE>
<S> <C>
Please note that deductions MORTALITY AND EXPENSE RISK CHARGE
are made and expenses paid
out of the underlying Fund's Security First Life charges a fee for bearing certain
assets, as well. A mortality and expense risks under the policy. Examples of
description of these fees these risks include a guarantee of annuity rates, the death
and expenses are described benefits, and assuming the risk that the expense charges and
in each Fund's prospectus. 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.
FEDERAL, STATE AND LOCAL TAXES
Security First Life may in the future deduct charges from
the Contract Value for any taxes it incurs because of the
Contracts. However, no deductions are being made at the
present time.
FREE LOOK PERIOD
You may cancel your 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 Contract. If you decide to cancel your
Contract, Security First Life must receive your request to
cancel in writing at its administrative office within the
10-day period. If the Contract is mailed to Security First
Life, it will be considered to be returned on the postmark
date. If the Contract 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 Contract 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 Contract Value.
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.
</TABLE>

21
<PAGE> 26

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

DESCRIPTION OF THE CONTRACTS
- --------------------------------------------------------------------------------

ASSIGNMENT

Your Contract provides that you may freely assign your rights under it. However,
if you hold your Contract in connection with a Section 401 or 403 plan, a Roth
IRA, or a traditional IRA, you cannot assign or transfer the Contract.

PURCHASE PAYMENTS

You may make a Purchase Payment at any time. Your minimum initial Purchase
Payment must be $1,000. Each additional Purchase Payment must at least $100. For
IRAs, the initial Purchase Payment is $500 and each additional payment is $100.
You will receive a confirmation of each Purchase Payment 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, unless you make a reallocation election or an enhanced dollar cost
averaging election.

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 the close of trading on a valuation day, your
transfer instructions will be carried out at the value next calculated.

ANNUITY UNITS

You may transfer Annuity Units among the Series at any time with no charge. 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, except as permitted under a reallocation election or dollar cost
averaging program. 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.

22
<PAGE> 27

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly, quarterly, semi-annual or
annual basis so that more accumulation units are purchased in a funding option
if the cost per unit is low and less accumulation units are purchased if the
cost per unit is high. Therefore, a lower average cost per unit may be achieved
over the long run. There is no additional charge to participate in dollar cost
averaging.

You may participate in this program if your Contract Value is $5,000 or more.
Under the program, your Accumulation Units from the Series invested in the Money
Market Portfolio will be periodically transferred to other Series that you
select. The program allows you to invest in non-money market Series over any
time period that you choose instead of investing in these other Series all at
once.

You choose whether the transfer will be made monthly, quarterly, semi-annually
or annually. The minimum transfer amount is $100. You may terminate the program
at any time by sending a written notice to Security First Life. (Security First
Life reserves the right to limit the number of Series to which transfers can be
made.)

SECURITY FIRST LIFE'S ENHANCED DOLLAR COST AVERAGING PROGRAM (THE "EDCA
PROGRAM")

From time to time, Security First Life may credit increased interest rates to
you under programs established at no additional charge at Security First Life's
discretion. If you are a new Contract owner, you may enroll in Security First
Life's EDCA Program, a special pre-authorized transfer program. Under this
program, you may allocate a Purchase Payment of at least $10,000 into the
General Account and pre-authorize transfers from the General Account to any of
the Series of the Separate Account under either a 6-month or 12-month transfer
program. Under either program, the initial Purchase Payment and accrued interest
must be transferred to the selected Series in substantially equal monthly
installments over the 6- or 12-month period.

REALLOCATION ELECTION

If your Contract Value is $5,000 or more, you may elect to systematically
reallocate values invested in Accumulation Units among the Series and in the
General Account in order to achieve an allocation ratio that you establish. Your
request must be made in writing on a form provided by Security First Life. (The
reallocation election is not available under either the dollar cost averaging
program or the EDCA Program.)

Transfers will occur quarterly. All transfers will be made on the third business
day of the month in which the annual or quarterly anniversary of your Contract
occurs. No transfer from the General Account shall exceed 20% of your interest
invested in the General Account in any year. You may change the allocation
ratios once each Contract Year. Any transfer among Series outside of the
election will cause the election to terminate.

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.

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 Contract Values for transaction charges

23
<PAGE> 28

- deductions from the Separate Account for mortality and expense risk and
administrative 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 exchange
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 Contract 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

24
<PAGE> 29

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

ACCUMULATION PERIOD
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
The NET INVESTMENT FACTOR is CREDITING ACCUMULATION UNITS IN THE SEPARATE ACCOUNT
an index of the percentage
change (adjusted for Security First Life will credit Accumulation Units to a
distributions by the Fund Series upon receipt of your Purchase Payment or transfer.
and the deduction of the Security First Life determines the number of Accumulation
administration fee, and Units to be credited to a Series by dividing the net amount
mortality and expense risk allocated to a Series out of your Purchase Payment by the
fee) in the net asset value value of an Accumulation Unit in the Series next computed
of the Fund in which a following receipt of the Purchase Payment or transfer.
Series is invested, since
the preceding Valuation SEPARATE ACCOUNT ACCUMULATION UNIT CURRENT VALUES
Date. The net investment
factor may be greater or The current value of Accumulation Units of a particular
less than 1 depending upon Series depends upon the investment experience of the Fund in
the Fund's investment which the Series invests its assets. The value of
performance 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.
SURRENDER FROM THE SEPARATE ACCOUNT
You may surrender all or a portion of the cash value of your
Contract 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 32. You should consult your tax adviser before
making a withdrawal.
The cash value of your 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 or fees. 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 $500.
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.
</TABLE>

25
<PAGE> 30
<TABLE>
<S> <C>
- 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.
</TABLE>

ACCOUNT STATEMENTS

You will receive a written account statement each calendar quarter in which a
transaction occurs before 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 Contract Value 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.

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

ANNUITY BENEFITS
- --------------------------------------------------------------------------------

VARIABLE ANNUITY PAYMENTS

Your interest in the Series may be 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.

26
<PAGE> 31

<TABLE>
<S> <C>
ELECTION OF ANNUITY DATE AND FORM OF ANNUITY
You choose the Annuity Date and the form of Annuity payment.
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 Contract anniversary nearest to the Annuitant's 85th
birthday, or
- the 10th anniversary of the Contract Date.
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.
There are three people who FORM OF ANNUITY
are involved in payments
under your Annuity: Currently, Security First Life provides you with five forms
of Annuity payments. Each Annuity payment option, except
- - you, the Owner Option 5, is available on both a Fixed and Variable Annuity
basis. Option 5 is available on a Fixed basis only.
- - the Annuitant
OPTION 1 -- LIFE ANNUITY
- - the Beneficiary
You receive Annuity payments monthly during the lifetime of
The Owner and the Annuitant the Annuitant. These payments stop with the last payment due
may be the same person. before the death of the Annuitant. Because Security First
Life does not guarantee a minimum number of payments under
this arrangement, this option offers the maximum level of
monthly payments involving a life contingency.
OPTION 2 -- LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY
PAYMENTS CERTAIN
You receive a guaranteed minimum number of monthly Annuity
payments during the lifetime of the Annuitant. In addition,
Security First Life guarantees that you, (or your
Beneficiary, if you are the Annuitant) will receive monthly
payments for the remainder of the period certain, if the
Annuitant dies during that period.
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
Contract Value 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 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. 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.
</TABLE>

27
<PAGE> 32

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

Security First Life makes Annuity payments monthly to you or another
properly-designated payee, or to the Beneficiary at your or another payee's
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 to an 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.

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

28
<PAGE> 33

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 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 valuation date to the current valuation date.

- 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.

29
<PAGE> 34

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

DEATH BENEFITS
- --------------------------------------------------------------------------------

If you own a joint Contract DEATH BEFORE THE ANNUITY DATE
with another person or
persons, the death of either If you chose another person other than yourself as the
you or your co-owner will Annuitant under your contract and the Annuitant dies, you
constitute the death of the become the Annuitant. If you die before the Annuity Date,
Owner for Contract purposes. whether or not you are the Annuitant, your Beneficiary(ies)
will receive a death benefit that is the greatest of:
- the total of all Purchase Payments less any partial
withdrawals, including amounts already applied to produce
Annuity payments
- the Contract Value of settlement
- in the event the Contract is issued to you (or you and
co-owners) on or before you (or they) attain age 70, the
greater of the Contract Value at the end of the seventh
Contract Year or the Contract Value at the end of each
following fifth Contract Year. (In each case increased by
later Purchase Payments and reduced by later withdrawals
or amount applied to an annuity pay out.)
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 up
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 Contract Value 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 Owner 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.
</TABLE>

30
<PAGE> 35

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.

- 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 will consist of any
continuing payments 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.

31
<PAGE> 36

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

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
A QUALIFIED CONTRACT is a The following general discussion of the federal income tax
Contract that is purchased consequences under this Contract is not intended to cover
for certain types of all situations and is not meant to provide tax advice.
tax-advantaged retirement Because of the complexity of the law and the fact that the
plans (previously defined as tax results will vary depending on many factors, you should
"qualified plans"). consult your tax adviser regarding your personal situation.
Additional tax information is included in the SAI. (Neither
For purposes of this this Prospectus nor the SAI addresses state, local or
Prospectus, qualified plans foreign tax matters.)
include:
GENERAL TAXATION OF ANNUITIES
- - SECTION 401 PLANS (pension
and profit-sharing plans, Congress has recognized the value of saving for retirement
including plans for the by providing certain tax benefits, in the form of tax
self-employed) deferral, for money put into an annuity. The Internal
Revenue Code (the "Code") governs how this money is
- - SECTION 403(b) PLANS ultimately taxed. There are different rules for Qualified
(tax-deferred annuities) and Non-qualified Contracts and depending on how the money
is distributed, as briefly described below.
- - SECTION 457 PLANS
(deferred compensation You generally will not be taxed on increases in the value of
plans) your Contract until a distribution occurs -- either as a
withdrawal or as an Annuity payment. This concept is known
- - TRADITIONAL INDIVIDUAL as tax deferral. In addition, Security First Life will not
RETIREMENT ACCOUNTS AND be taxed on the investment income and capital gains of the
ANNUITIES ("IRAS") Separate Account.
- - ROTH IRAS NON-QUALIFIED CONTRACTS
Please note that the terms If you are the owner of a Non-qualified Contract, you do not
of your particular plan, IRA receive any tax benefit (deduction or deferral of income) on
or Roth IRA may limit your Purchase Payments (for example, there is no deduction
rights otherwise available available for Purchase Payments), but you will not be taxed
under the Contract. on increases in the value of your Contract until a
distribution occurs -- either as a withdrawal (that is, a
A NON-QUALIFIED CONTRACT is distribution made prior to Annuitization) or as Annuity
a Contract that is purchased payments.
on an individual basis with
after-tax dollars and not Any direct or indirect borrowing against the value of the
under one of the programs Contract or pledging of the Contract as security for a loan
listed above in the will be treated as a cash distribution under the tax law. A
description of a Qualified lump sum taken in lieu of remaining Annuity payments will be
Contract. treated as a withdrawal for tax purposes.
If a Non-qualified Contract is owned by someone other than
an individual (for example, by a corporation), the Contract
will generally not be treated as an annuity for tax
purposes. For these entities, any increases in the value of
the Contract attributable to Purchase Payments made after
February 28, 1986 are includible in the Owner's annual
income.
</TABLE>

32
<PAGE> 37
<TABLE>
<S> <C>
Earnings are the income WITHDRAWALS
that your Contract
generates. If you make a partial withdrawal, for tax purposes, the
amount withdrawn will generally be treated as first coming
There is income in the from earnings and then from your Purchase Payments. These
Contract to the extent the withdrawn earnings are includible in your gross income and
Contract Value exceeds are taxed at ordinary income rates.
your investment in the
Contract. The investment ANNUITY DISTRIBUTIONS
in the Contract equals the
total Purchase Payments When you receive an Annuity payment, part of each payment is
you paid less any amount considered a return of your Purchase Payments and will not
received previously which be taxed. The remaining portion of the Annuity payment (that
was excludible from gross is, any earnings) is included in your gross income and will
income. be considered ordinary income for tax purposes.
How the Annuity payment is divided between taxable and
non-taxable portions depends upon the period over which the
Annuity payments are expected to be made. Annuity payments
received after you have received all of your premium
payments are fully includible in income.
EARLY SURRENDER PENALTY
The Code also provides that income distributed as an Annuity
or lump sum withdrawal from a Non-qualified Contract may be
subject to a penalty. The amount of the penalty is equal to
10% of the amount that is includible in income. Some
withdrawals will be exempt from the penalty. They include
any amounts:
- paid on or after the date you reach age 59 1/2;
- paid to your Beneficiary(ies) after you die;
- paid if you become totally disabled (as that term is
defined in the Code);
- paid in a series of substantially equal payments made
annually (or more frequently) under a life or joint life
expectancy Annuity;
- paid under an immediate Annuity;
- which come from Purchase Payments made prior to August 14,
1982.
(Other exceptions to the penalty may be available, and if
you are not yet age 59 1/2, you should consult your tax
advisor to determine whether you have met all of the
requirements for any particular exception.)
The penalty also will be imposed if you elect to receive
payments in substantially equal installments as a life or
life expectancy Annuity prior to age 59 1/2 and then change
the method of distribution before you reach the age of
59 1/2. You will be assessed the penalty even after age
59 1/2 if payments have not continued for five years.
If you are issued multiple annuity contracts within a
calendar year by one company or its affiliates, the tax law
may treat these contracts as one annuity contract for
purposes of determining your tax on any distribution. This
treatment may result in adverse tax consequences for you.
QUALIFIED CONTRACTS
The full amount of all distributions received from a Section
401, 403(b), 457 plan or IRA (except for a return of
non-deductible employee or IRA contributions) are generally
included in your gross income and are taxed at ordinary
income rates unless the distribution is transferred in an
eligible rollover to the Contract. In certain cases,
distributions received from a Roth IRA are also included in
gross income.
</TABLE>

33
<PAGE> 38

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 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 tax treatment,
including special forward income averaging, special long term capital gain
treatment or deferral with respect to net unrealized appreciation.

MANDATORY MINIMUM DISTRIBUTIONS

If you are a participant in a Section 401, 403(b) or 457 plan or a 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 year you
turn 70 1/2 (or, in some cases, the year you retire, if later).

In addition, distributions under Section 401, 403(b) and 457 plans and IRAs must
satisfy the minimum incidental death benefit requirements of the Code, which
impose additional minimum distribution requirements during life. However, if the
distributions described in the preceding paragraph are made to you over your
life expectancy or the joint life expectancy of you and your spouse, the minimum
incidental death benefit requirements are treated as satisfied.

If you are the owner of a Roth IRA, distributions are not required during your
lifetime.

EARLY SURRENDER PENALTY

If you receive a taxable distribution from a Section 401 plan, Section 403(b)
plan or IRA under your Contract before you reach age 59 1/2, this amount may be
subject to a 10% penalty tax in addition to ordinary income 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>
<S> <C> <C> <C>
TYPE OF PLAN
- -----------------------------------------------------------------------------------------------------------
401 403(B) IRA
- -----------------------------------------------------------------------------------------------------------
After you die X X X
(paid to your Beneficiary(ies))
- -----------------------------------------------------------------------------------------------------------
After you become totally disabled X X X
(as defined in the Code)
- -----------------------------------------------------------------------------------------------------------
If you separate from service after you reach age 55 X X
- -----------------------------------------------------------------------------------------------------------
In a series of substantially equal payments made X X X
annually (after
(or more frequently) under a life or joint life separation
expectancy Annuity from service)
- -----------------------------------------------------------------------------------------------------------
Pursuant to a domestic relations order X X
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(Other exceptions to the penalty may be available, and if you are not yet age
59 1/2, you should consult your tax advisor to determine whether you have met
all of the requirements for any particular exception.)

The penalty also will be imposed if you elect to receive payments in
substantially equal installments as a life or joint life expectancy Annuity
prior to age 59 1/2 and then change the method of distribution before you reach
the age of 59 1/2. You will be assessed the penalty even after age 59 1/2 if
payments have not continued for five years.

34
<PAGE> 39

Distributions before age 59 1/2 generally are not permitted under Section 457
plans. You may not receive distributions until you reach the age 70 1/2 unless
you separate from service or are faced with an unforeseeable emergency.
Distributions from Section 457 plans as not subject to the penalty tax for early
withdrawals.

ROLLOVERS OF PLAN CONVERSIONS

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

<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
DISTRIBUTION FROM: MAY BE ROLLED INTO:
- --------------------------------------------------------------------------------------------
- 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); or
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) plans
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.

WITHHOLDING

MANDATORY 20% WITHHOLDING FOR "ELIGIBLE ROLLOVER DISTRIBUTIONS"

If you are participating in a Section 401 plan or a Section 403(b) plan,
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.

Generally, an "eligible rollover distribution" is any taxable amount that you
receive from a Qualified Contract, except for distributions that are:

- paid over your life or the joint life expectancy of you and your
Beneficiary(ies);

- paid over a period of 10 years or more;

- necessary to satisfy the minimum distribution requirements; or

- certain contributions from Section 401 and Section 403(b) plans paid as
hardship distributions.

The requirements discussed below under "Other tax 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 an IRA or other eligible retirement plan, or is
directly transferred in a trustee-to-trustee transfer to either arrangement.

35
<PAGE> 40

OTHER TAX WITHHOLDING

Different withholding rules apply to taxable withdrawals such as Annuity
payments 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 at any time. You may also revoke a
non-withholding election made with respect 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 or reinstate tax withholding.

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.

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

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 your 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 Contract.

Security First Life will vote all shares of the underlying Funds as directed by
you and other Contract Owners who have voting interests in the Funds. Security
First Life will send you and other Contract Owners, 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. 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 Contract Value allocated to that Fund on the record date by
the net asset value of a Fund share on the same date.

36
<PAGE> 41

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

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 38.

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.

37
<PAGE> 42

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Insurance Company....................................... 3
The Separate Account........................................ 3
Net Investment Factor....................................... 3
Annuity Payments............................................ 3
Additional Federal Income Tax Information................... 5
Obtaining Tax Advice........................................ 6
Underwriters, Distribution of the Contracts................. 6
Calculation of Performance Data............................. 6
Voting Rights............................................... 8
Safekeeping of Securities................................... 8
Servicing Agent............................................. 8
Independent Auditors........................................ 8
Legal Matters............................................... 8
State Regulation of Security First Life..................... 9
Financial Statements........................................ 9
</TABLE>

38
<PAGE> 43

'33 Act File No. 33-7094

STATEMENT OF

ADDITIONAL INFORMATION

SECURITY FIRST LIFE SEPARATE ACCOUNT A

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

INDIVIDUAL FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS

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

SECURITY FIRST LIFE INSURANCE COMPANY

May 1, 1999

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus. A copy of the prospectus, dated May 1, 1999,
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)
284-4536.

SF 135 - RC2

<PAGE> 44

THE INSURANCE COMPANY

Security First Life Insurance Company ("Security First Life") is a wholly owned
subsidiary of Security First Group, Inc. ("SFG"). 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
$215.3 billion at December 31, 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 complete 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 this Prospectus and individual and group variable
annuity contracts on Forms SF135R2V, SF135R2C, SF 224FL, SF 226R1, SF 230, SF
234, SF 236FL and SF 1700. These variable annuity contracts are described in
other prospectuses. The individual combination fixed and variable annuity
contracts ("Contracts") described in this Statement of Additional Information
and related prospectuses are distinct contracts from the above described group
variable annuity contracts.

Amounts allocated to the Separate Account under the Contracts are invested in
the securities of twelve Funds: (i) the Money Market Portfolio, Equity-Income
Portfolio, Growth Portfolio and Overseas Portfolio of the Fidelity Investments
Variable Insurance Products Fund; (ii) the Asset Manager Portfolio, Contrafund
Portfolio and Index 500 Portfolio of the Fidelity Investments Variable Insurance
Products Fund II; (iii) the U.S. Government Income Series, the Equity Series,
the Bond Series and the T. Rowe Price Growth and Income Series of the Security
First Trust; and (iv) the Small Capitalization Portfolio of The Alger American
Fund. The Separate Account is divided into a number of Series of Accumulation
and Annuity Units, twelve of which are offered under the Contracts: Series FM
(Money Market Portfolio), Series FE (Equity-Income Portfolio), Series FG (Growth
Portfolio), Series FO (Overseas Portfolio), Series FA (Asset Manager Portfolio),
Series FC (Contrafund Portfolio), Series FI (Index 500 Portfolio), Series SU
(U.S. Government Income Series), Series SV (Equity Series), Series B (Bond
Series), Series G (T. Rowe Price Growth and Income Series) and Series AS (Small
Capitalization Portfolio).

NET INVESTMENT FACTOR

The Separate Account net investment factor is an index of the percentage change
(adjusted for distributions by the Fund and the deduction of the actuarial risk
fee) in the net asset value of each Fund in which the Series in invested, since
the preceding Business Day. The Separate Account net investment factor for each
Series of Accumulation Units is determined for any Business Day by dividing (i)
the net asset value of a share of the Fund which is represented by such Series
at the close of 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
Business Day and then subtracting from the result the daily factors for
mortality and expense risks (.003836%) for each calendar day between the
preceding Business Day and the end of the current Business Day.

ANNUITY PAYMENTS

Basis of Variable Benefits

<PAGE> 45

The Variable Annuity benefits rates used in determining Annuity Payments under
the Contracts are based on actuarial assumptions, reflected in tables in the
Contracts, 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:

CALENDAR YEAR OF BIRTH ADJUSTED 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>

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 Contract Owner on the last day of
the second calendar week before the Annuity Date. The Contracts contain 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 the General Account and level monthly Annuity Payments for
the year are made out of the General Account for that year. That amount to be
transferred is determined by multiplying the Annuity premium rate per $1,000 set
forth in Contract tables by the number of thousands of dollars of Separate
Account value credited to a Contract Owner. The level monthly payment for the
first payment year is then determined by multiplying the amount transferred (the
Annuity premium) by the monthly payment factor in the same table. In the event
the Contract involved has Separate Account Accumulation Units in more than one
Series, the total monthly Annuity Payment for the first year is the sum of the
monthly Annuity Payments, determined in the same manner as above, for each
Series.

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

Determination of Amount of Monthly Variable Annuity Payments for Second and
Subsequent Years

<PAGE> 46

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.

Annuity Unit Value

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

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

ADDITIONAL FEDERAL INCOME TAX INFORMATION

Security First Life is required to withhold federal income tax on Contract
distributions (such as Annuity Payments, lump sum distributions or partial
surrenders). However, recipients of Contract distributions 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 thereafter 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.

<PAGE> 47

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 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 distribution
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 nonperiodic
distribution and a correct TIN has not been provided, such election is
ineffective, and such payment will be subject to withholding as noted above.

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.

UNDERWRITERS, DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold as a continuous offering by individuals who are
appropriately licensed as insurance agents of Security First Life for the sale
of life insurance and Variable Annuity Contracts in the state where the sale is
made. In addition, these individuals will be registered representatives of the
principal underwriter, Security First Financial, Inc., or of other
broker-dealers registered under the Securities Exchange Act of 1934 whose
registered representatives are authorized by applicable law to sell Variable
Annuity Contracts issued by Security First Life. Commissions on sales of
contracts range from 0% to 8.5%. 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
49 states and the District of Columbia. No direct underwriting commissions are
paid to Security First Financial, Inc.

CALCULATION OF PERFORMANCE DATA

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 3.6%. This
yield was computed by determining the net change, exclusive of capital changes
and income other than investment income, in the value of a hypothetical
pre-existing account having a balance of one

<PAGE> 48

Accumulation Unit of the Series 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 3.67%. 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 Series 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.

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

Average Annual Total Returns
----------------------------
1 year 3 years 5 years 10 years Inception
------ ------- ------- -------- ---------
to Date
-------
<S> <C> <C> <C> <C> <C> <C>
Growth Portfolio 37.58% 23.84% 20.18% N/A 19.41%

Overseas Portfolio 11.15% 11.02% 8.29% N/A 9.53%

Asset Manager Portfolio 13.46% 15.21% 10.38% N/A 11.33%

Index 500 Portfolio 26.56% 26.21% 22.15% N/A 21.30%

Bond Series 6.01% 5.03% 4.96% 6.37% 6.22%

T. Rowe Price Growth and 8.62% 17.89% 16.62% 13.36% 11.80%
Income Series

Equity-Income Portfolio 10.08% 16.25% N/A N/A 19.11%

Contrafund Portfolio 28.18% 23.46% N/A N/A 26.12%

U.S. Govt. Income Series 5.99% 4.60% N/A N/A 6.01%

Small Capitalization 13.94% 8.81% N/A N/A 15.21%
Portfolio
</TABLE>

Average annual total return was computed by finding the average annual
compounded rates of return over the 1, 3, 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

<PAGE> 49

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.

The Bond Series was reimbursed for excess expenses from inception to July 1985,
and repaid Security First for such reimbursements from August 1985 to July 1993.
Likewise, certain expenses of U.S. Government Income Series and Index 500
Portfolio have been reimbursed by their investment advisers. Reimbursement of
expenses to a series increases average annual total returns, and repayment of
such reimbursements reduces these returns.

VOTING RIGHTS

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

SAFEKEEPING OF SECURITIES

Custody of all assets of the Separate Account are held by 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. Security First Life has not paid fees to SFG for these
services.

INDEPENDENT AUDITORS

The consolidated financial statements and the related financial statement
schedules of Security First Life Insurance Company and subsidiary at December
31, 1998 and the financial statements and the related financial statement
schedules of Security First Life Separate Account A at December 31, 1998
included elsewhere in the registration statement have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports appearing
elsewhere in the registration statement, and are included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing. The consolidated financial statements and related financial statement
schedules of Security First Life Insurance Company and subsidiary at December
31, 1997 and 1996 and the statements of changes in net assets of Security First
Life Separate Account A for the year ended December 31, 1997 included elsewhere
in the registration statement have been audited by Ernst & Young LLP,
independent auditors, as stated in their reports appearing elsewhere in the
registration statement, and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

<PAGE> 50

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.

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 the of informing investors as to its ability to
carry out the contractual obligations as depositor under the Annuity Contracts
and as custodian as described elsewhere herein and in the Prospectus. The
financial statements of the Separate Account are also included in this Statement
of Additional Information.

<PAGE> 51

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

PROSPECTUS
MAY 1, 1999
----------------------------------------------

THE SECURITY FIRST PRIVATE CLIENT ADVISOR CONTRACTS
issued through
SECURITY FIRST LIFE SEPARATE ACCOUNT A
by
SECURITY FIRST LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

You decide how to allocate your money among the available investment choices.
Your payments will be allocated to Separate Account A (the "Separate Account").
The Separate Account, in turn, invests in the following underlying mutual funds:

BARR ROSENBERG SERIES TRUST

Barr Rosenberg Market Neutral Fund

HOTCHKIS AND WILEY VARIABLE TRUST

International VIP Portfolio

OPPENHEIMER VARIABLE ACCOUNTS FUND

Oppenheimer Money Fund

LEVCO SERIES TRUST

LEVCO Equity Fund

NAVELLIER VARIABLE INSURANCE SERIES FUND, INC.

Growth Portfolio

OFFITBANK VARIABLE INSURANCE FUND, INC.

High Yield Fund
Total Return Fund

PIMCO VARIABLE INSURANCE TRUST

Capital Appreciation Portfolio

ROYCE CAPITAL FUND

Royce Total Return Portfolio

<TABLE>
<S> <C>
AN INVESTMENT IN ANY OF For more information:
THESE VARIABLE ANNUITIES
INVOLVES INVESTMENT RISK. If you would like more information about the contract, you
YOU COULD LOSE MONEY YOU can obtain a copy of the Statement of Additional Information
INVEST. ("SAI") dated May 1, 1999. The SAI is legally considered a
part of this Prospectus as though it were included in the
THE CONTRACTS AND THE MUTUAL Prospectus. The Table of Contents of the SAI appears on page
FUNDS ARE: 33 of the Prospectus. To request a free copy of the SAI or
to ask questions, write or call:
- - NOT BANK DEPOSITS OR
OBLIGATIONS Security First Life Insurance Company
P.O. Box 92193
- - NOT FEDERALLY INSURED OR Los Angeles, California 90009
GUARANTEED Phone: (800) 284-4536

- - NOT ENDORSED BY ANY BANK The Securities and Exchange Commission ("SEC") has a website
OR GOVERNMENT AGENCY (http://www.sec.gov) which you may visit to view this
Prospectus, the SAI, or additional material that also is
- - NOT GUARANTEED TO ACHIEVE legally considered a part of this Prospectus, as well as
THEIR INVESTMENT OBJECTIVE 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.
</TABLE>
<PAGE> 53

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Glossary.................................................... 4
Summary of the Contracts.................................... 6
Fee Tables and Examples..................................... 9
Condensed Financial Information............................. 11
Financial and Performance Information....................... 12
Description of Security First Life Insurance Company, The
General Account, The Separate Account, The Funds and
Service Providers......................................... 12
Security First Life Insurance Company.................. 12
The General Account.................................... 13
The Separate Account................................... 13
The Funds.............................................. 14
Principal Underwriter.................................. 15
Servicing Agent........................................ 15
Custodian.............................................. 16
Contract Charges............................................ 16
Premium Taxes.......................................... 17
Sales Charge........................................... 17
Mortality and Expense Risk Charge...................... 17
Federal, State and Local Taxes......................... 17
Free Look Period....................................... 17
Description of the Contracts................................ 18
Assignment............................................. 18
Purchase Payments...................................... 18
Transfers.............................................. 18
Dollar Cost Averaging.................................. 19
Reallocation Election.................................. 19
Modification of the Contracts.......................... 19
Accumulation Period......................................... 20
Crediting Accumulation Units in the Separate Account... 20
Surrender from the Separate Account.................... 20
Account Statements..................................... 21
Annuity Benefits............................................ 21
Variable Annuity Payments.............................. 21
Election of Annuity Date and Form of Annuity........... 22
Frequency of Payment................................... 23
Level Payments Varying Annually........................ 23
Annuity Unit Values.................................... 24
</TABLE>

2
<PAGE> 54

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Death Benefits.............................................. 24
Death Before the Annuity Date.......................... 24
Death After the Annuity Date........................... 25
Federal Tax Considerations.................................. 26
General Taxation of Annuities.......................... 26
Non-qualified Contracts................................ 26
Qualified Contracts.................................... 27
Withholding............................................ 29
Voting Rights............................................... 30
Year 2000 Issue............................................. 31
Legal Proceedings........................................... 31
Additional Information...................................... 31
Table of Contents of Statement of Additional Information
</TABLE>

3
<PAGE> 55