SECURITY FIRST LIFE SEPARATE ACCOUNT A
485BPOS, 2000-04-28
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<PAGE>
                                                       '33 ACT FILE NO. 33-47984
                                                       '40 ACT FILE NO. 811-3365

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         PRE-EFFECTIVE AMENDMENT NO. [ ]



                       POST-EFFECTIVE AMENDMENT NO. 15 [X]



                                     AND/OR

                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                               COMPANY ACT OF 1940



                              AMENDMENT NO. 122 [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)

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


[X]     ON MAY 1, 2000 PURSUANT TO PARAGRAPH (b) OF RULE 485


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

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


IF APPROPRIATE, CHECK THE FOLLOWING BOX:

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



THE COMPANY HAS ELECTED PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940 TO REGISTER AN INDEFINITE NUMBER OF SECURITIES. THE MOST RECENT RULE
24F-2 NOTICE WAS FILED ON February 25, 2000.


<PAGE>

                     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      Description of the Contracts;
         Annuity Contract                     Accumulation Period; Annuity Benefits

 8.      Annuity Period                       Annuity Benefits

 9.      Death Benefit                        Death Benefits

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

11.      Redemptions                          Accumulation Period

12.      Taxes                                Federal Income Tax Status

13.      Legal Proceedings                    Legal Proceedings
</TABLE>
<PAGE>

                  PART B - STATEMENT OF ADDITIONAL INFORMATION

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

15.      Cover Page                           Cover Page

16.      Table of Contents                    Table of Contents

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

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

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

20.      Underwriters                         Distribution of the Contracts

21.      Calculation of Performance Data      Calculation of Performance Data

22.      Annuity Payments                     Annuity Payments

23.      Financial Statements                 Financial Statements
</TABLE>

                                     Part C

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




<PAGE>


[FRONT PAGE]                                                         PROSPECTUS
                                                                     May 1, 2000


                GROUP FLEXIBLE PAYMENT 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 group flexible payment
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 employer deferred
compensation plans that qualify under provisions of Section 457 of the Internal
Revenue Code of 1986 ("the Plans").


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


         SECURITY FIRST TRUST


                  Neuberger Berman Bond Series
                  T. Rowe Price Growth & Income Series


<PAGE>

         FIDELITY INVESTMENTS
         VARIABLE INSURANCE PRODUCTS FUND

                  Money Market Portfolio
                  Growth Portfolio


         FIDELITY INVESTMENTS
         VARIABLE INSURANCE PRODUCT FUND II

                  Asset Manager Portfolio
                  Index 500 Portfolio
                  Contrafund Portfolio


         T. ROWE PRICE GROWTH STOCK FUND


         T. ROWE PRICE INTERNATIONAL STOCK FUND


         NEUBERGER BERMAN GENESIS TRUST


         NEUBERGER BERMAN PARTNERS TRUST


         JANUS ASPEN SERIES

                  Worldwide Growth Portfolio

You can choose any combination of these investment choices. Your Participant's
Account will vary daily to reflect the investment experience of the funding
options selected. These mutual funds are described in detail in the fund
prospectuses that are attached to 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.

For more information:


If you would like more information about the Contracts, you can obtain a copy of
the Statement of Additional Information ("SAI") dated May 1, 2000. The SAI is
legally considered a part of this Prospectus as though it were included in the


                                        2
<PAGE>

Prospectus. The Table of Contents of the SAI appears on page ____ of the
Prospectus. To request a free copy of the SAI or to ask questions, write or
call:

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

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

The SEC has not approved or disapproved these securities nor determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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


                  -        not bank deposits or obligations;

                  -        not federally insured or guaranteed;

                  -        not endorsed by any bank or government agency; and

                  -        not guaranteed to achieve their investment objective.


                                        3
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

Glossary
Summary of the Contracts
Fee Tables and Examples
Condensed Financial Information
Financial Information
Description of Security First Life Insurance Company, The General Account
 The Separate Account, The Funds and Service Providers
         The Insurance Company
         The General Account
         The Separate Account
         The Funds
         Principal Underwriter
         Servicing Agent
         Custodian
Contract Charges
         Premium Taxes
         Surrender Charges
         Mortality and Expense Risk Charge
         Federal, State and Local Taxes
         Free Look Period
Description of the Contracts
         General
         Purchase Payments
         Transfers
         Modification of the Contracts
         Assignments
Accumulation Period
         Crediting Accumulation Units in the Separate Account
         Surrender from the Separate Account
         Systematic Withdrawal Option
         Account Statements
Annuity Benefits
         Variable Annuity Payments
         Election of Annuity Date and Form of Annuity
         Frequency of Payment
         Level Payments Varying Annually
         Annuity Unit Values
Death Benefits
         Death Before the Annuity Date
         Death After the Annuity Date

                                        4


<PAGE>

Federal Tax Considerations
         General Taxation of Annuities
         Qualified Contracts
         Withholding
Voting Rights

Legal Proceedings
Additional Information
Table of Contents of Statement of Additional Information

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

                                        5
<PAGE>

                                    GLOSSARY

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

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

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

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

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

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

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

BENEFICIARY - The person who has the right to a Death Benefit upon your death.

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

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

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

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

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

CONTRACT DATE - The date the Contract was issued.

                                        6
<PAGE>

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 20-day period after the Contract is first received by the
Owner. During this time period, the Contract may be canceled for a full refund
of all Purchase Payments (or the greater of Purchase Payments or the total value
of the Participant's Account).

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

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

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

OWNER - The person who has title to the Contract.

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

PARTICIPANT'S ACCOUNT - The sum of the values of all Accumulated Units credited
for you under the Contract.

PLAN - The deferred compensation plan for which the Contract is issued.

PURCHASE PAYMENT - The amounts paid by or for you to Security First Life in
order to provide benefits under the Contract.

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

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

                                        7

<PAGE>

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

VALUATION DATE - Any Business Day used by the Separate Account to determine the
value of part or all of its assets for purposes of determining Accumulation and
Annuity Unit values for the Contract. Accumulation Unit values will be
determined each Business Day. There will be one Valuation Date in each calendar
week for Annuity Unit values. Security First Life will establish the Valuation
Date at its discretion, but until notice to the contrary is given, that date
will be the last Business Day in a week.

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

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



                                        8

<PAGE>


                            SUMMARY OF THE CONTRACTS

The Contracts

The Contracts may be offered to:

                  -        Section 457 deferred compensation plans



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

Purchase Payments

Purchase Payments under the Contracts are made to the Separate Account. The
minimum Purchase Payment is $20, with an annual minimum of $240. There is no
sales charge; however, the charges and deductions described under "Contract
Charges" on page ___ will be deducted from the Participant's Account. These
charges include an administration fee of $12 per year. This amount is deducted
from the Separate Account on a pro rata basis on the anniversary of the
Certificate Date until Annuitization.

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. The
minimum transfer is the lesser of $500 or the balance in a Series.

          [Side Bar:  Please see "Transfers" on page ____ for more information.]

Separate Account

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

<TABLE>
<CAPTION>
         Funds                                            Advisers/Subadvisers
<S>                                                       <C>

         SECURITY FIRST TRUST


         Neuberger Berman Bond Series                     Security First Investment
                                                          Management Corporation; Neuberger
                                                          Berman, LLC (subadviser)

</TABLE>


                                        9
<PAGE>


<TABLE>
<S>                                                      <C>
        T. Rowe Price Growth & Income Series             Security First Investment
                                                         Management Corporation;
                                                         Price Associates, Inc.
                                                         (subadviser)

        FIDELITY INVESTMENTS
        VARIABLE INSURANCE PRODUCTS FUND

        Money Market Portfolio                           Fidelity Management & Research
                                                         Company ("FMR")

        Growth Portfolio                                 FMR

        FIDELITY INVESTMENTS
        VARIABLE INSURANCE PRODUCTS FUND II

        Asset Manager Portfolio                          FMR

        Index 500 Portfolio                              FMR

        Contrafund Portfolio                             FMR

        T. ROWE PRICE GROWTH STOCK FUND                  Price Associates, Inc.

        T. ROWE PRICE INTERNATIONAL STOCK FUND           T. Rowe Price - Fleming
                                                         International, Inc.

        NEUBERGER BERMAN GENESIS TRUST                   Neuberger Berman Management
                                                         Corporation; ("NB") (subadviser)

        NEUBERGER BERMAN PARTNERS TRUST                  NB (subadviser)

        JANUS ASPEN SERIES

                                                         Janus Capital Corporation ("Janus
        Worldwide Growth Portfolio                       Capital")
</TABLE>


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


Charges and Deductions

The following fees and expenses apply to your Contract:


                  Fee or expense                         Amount of fee
- --------------------------------------------------------------------------------
Daily deductions

         -        Mortality and Expense Risks fees       .002438%
                                                         (.89% per year)


                                       10
<PAGE>

Surrender charge (contingent deferred sales charge)

          -   Deducted if you request a full or        7% in 1st Certificate
              partial withdrawal of Purchase           year; declining 1% each
              Payments from the                        Certificate Year and 0%
              Separate Account within the first        after the 5th Certificate
              five Certificate Years. No charge        year.
              will be deducted for surrenders as
              a result of the following under a Plan:

              -   death

              -   disability

              -   retirement

              -   hardship


          Fee or expense                               Amount of fee

Premium Taxes

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


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


Free Look Period

An Owner may cancel the Contract within 20 days after receipt (or longer
depending on state law) for a full refund of all Purchase Payments (or the
greater of Purchase Payments or the total of the Participant's Accounts in some
states).

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


                                       11

<PAGE>

Variable Annuity Payments

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

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


Surrender

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

         -        it would cause your interest in any Series to fall below $500
                  (unless you are surrendering your entire interest in a Series)

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

You may be assessed a surrender charge.

Death Benefit

One of the insurance guarantees we provide you under the Contract is that your
Beneficiary(ies) will be protected against market downturns. You name your
Beneficiary(ies). If you die before attaining age 65 and prior to the Annuity
Date, the amount of any lump sum settlement will be the greater of:

         -        the total of all Purchase Payments less any partial
                  withdrawals; or

         -        the value of the Participant's Account at settlement


                                       12

<PAGE>

Otherwise, if you die at age 65 or over, the death benefit will be equal to the
Participant's Account.

Your Beneficiar(ies) may elect to receive the death benefit as a lump sum or an
annuity.

[Side Bar: Please see "Death Benefits" on page ____ for more information.]

                             FEE TABLE AND EXAMPLES

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

Expense Data

The table reflects expenses of the Separate Account as well as expenses of the
underlying Funds that make up the investment options for the Separate Account.
In addition to the expenses listed below, premium taxes may be applicable.*
Please see the 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. We reserve our right to deduct the premium taxes; but at
present, we are absorbing these charges.


                                       13

<PAGE>


                                   FEE TABLES

The following infromation assumes that the entire Account Value is in the
Separate Account.

                            Your Transaction Expenses

                                            Years since       Percentage
                                            Purchase
                                            Payment was
                                            received

 Surrender Charge (Deferred Sales          1st                    7%
 Charge)[as a percentage                   Certificate
 of amounts accumulated with respect to    Year
 a purchase payment (including earnings
or losses credited to the Purchase Payment)

                                           2nd                    6%
                                           Certificate
                                           Year

                                           3rd                    5%
                                           Certificate
                                           Year

                                           4th                    4%
                                           Certificate
                                           Year

                                           5th                    3%
                                           Certificate
                                           Year

                                           6th                    0%
                                           Certificate
                                           Year and later


 Administration fees                       $12 per year


                                       14

<PAGE>

                            Separate Account Expenses
                   (As a percentage of average Account Value.
                   Deducted daily from the Separate Account.)



    Mortality and Expense Risk Fees                              .89% per year
    Total Separate Account Annual                                .89% per year
    Expenses

<TABLE>

                              Fund Annual Expenses
                     (As a percentage of average net assets)
                             (Net of reimbursement)

<CAPTION>
                            Neuberger
                             Berman    T. Rowe Price                                   Asset
                              Bond        Growth &          Market      Growth        Manager      Contrafund     Index 500
                             Series    Income Series      Portfolio    Portfolio     Portfolio      Portfolio     Portfolio
- ---- ---------------------- --------- ---------------- -------------- ------------ ------------- --------------- ------------
<S>  <C>                      <C>            <C>             <C>          <C>           <C>           <C>            <C>
(a)  Management Fee           .50%           .50%            .18%         .58%          .53%          .58%           .24%
- ---- ---------------------- --------- ---------------- -------------- ------------ ------------- --------------- ------------
(b)  Other Expenses           .16%           .09%            .09%         .07%          .09%          .07%           .04%
- ---- ---------------------- --------- ---------------- -------------- ------------ ------------- --------------- ------------
(c)  Total Annual Expenses    .66%           .59%            .27%         .65%          .62%          .65%           .28%
- ---- ---------------------- --------- ---------------- -------------- ------------ ------------- --------------- ------------
</TABLE>
<TABLE>
<CAPTION>
                                       T. Rowe Price    T. Rowe Price                                      Worldwide
                                       Growth Stock     International      Genesis         Partners         Growth
                                           Fund          Stock Fund         Trust            Trust         Portfolio
- -------- ---------------------------- ---------------- ---------------- --------------- ---------------- ---------------
<S>      <C>                                 <C>             <C>            <C>               <C>              <C>
(a)      Management Fee                      .57%            .67%           1.12%             .85%             .67%
- -------- ---------------------------- ---------------- ---------------- --------------- ---------------- ---------------
(b)      Other Expenses                      .17%            .16%            .11%             .06%             .07%
- -------- ---------------------------- ---------------- ---------------- --------------- ---------------- ---------------
(c)      Total Annual Expenses               .74%            .83%           1.23%             .91%             .74%
- -------- ---------------------------- ---------------- ---------------- --------------- ---------------- ---------------
</TABLE>


                                       15

<PAGE>
<TABLE>
<CAPTION>

Examples
                                     CONDITIONS                                        TIME PERIODS
SEPARATE             You would pay the following expenses
ACCOUNT              on a $1,000 investment assuming 5% annual            1 Year  3 Year  5 Year  10 Year
SERIES               return on assets:
- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
<S>                 <C>                                             <C>     <C>    <C>      <C>     <C>
Neuberger Berman
 Bond Series        (a) upon surrender at the end of the stated     (a)     $81    $99     $116    $185
                        time period                                 (b)      16     49       84     185
                    (b) if the Contract WAS NOT surrendered
- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
T. Rowe Price       SAME                                            (a)      80      97      113     177
Growth & Income                                                     (b)      15      47       81     177
Series
- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
Money Market        SAME                                            (a)      77      87       96     141
Portfolio                                                           (b)      12      37       64     141

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
Growth Portfolio    SAME                                            (a)      81      98      116     183
                                                                    (b)      16      49       84     183

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
Asset Manager       SAME                                            (a)      81      98      114     180
Portfolio                                                           (b)      15      48       82     180

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
Index 500           SAME                                            (a)      77      88       97     142
Portfolio                                                           (b)      12      37       64     142

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
Growth Stock Fund   SAME                                            (a)      82     101      121     193
                                                                    (b)      17      51       89     193

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
Contrafund          SAME                                            (a)      81     98      116     183
Portfolio                                                           (b)      16      49       84     183

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
International       SAME                                            (a)      83     104      125     203
Stock Fund                                                          (b)      18      54       93     203

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
NEUBERGER           SAME                                            (a)      86     114      143     241
BERMAN GENESIS                                                      (b)      21      65      112     241
TRUST
- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
NEUBERGER           SAME                                            (a)      83     106      129     212
BERMAN PARTNERS                                                     (b)      18      57       97     212
TRUST
- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
Janus-Aspen Series  SAME
Worldwide Growth                                                    (a)      82     101      121     193
Portfolio                                                           (b)      17      51       89     193

- ------------------- ---------------------------------------------- ------ ------- ------- ------- -------
</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 ____.

2. A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds', or
FMR on behalf of certain funds', custodian, credits realized as a result of
uninvested cash balances were used to reduce a portion of each applicable fund's
expenses. Without these reductions, the total operating expenses presented in
the table would have been .57% for Equity-Income Portfolio, .66% for Growth
Portfolio, .91% of Overseas Portfolio, .63% for Asset Manager Portfolio, .67%
for Contrafund Portfolio, and .60% for Growth & Income Portfolio.

FMR agreed to reimburse a portion of Index 500 Portfolio's and Mid Cap
Portfolio's expenses during the period. Without this reimbursement, the
Portfolios' management fee, other expenses and total expenses would have been
 .24%, .10%, .34% and .57%, 2.77% and 3.34%, respectively.

                                       16
<PAGE>

3. Had there been no fee waivers or reimbursements, fees for the Worldwide
Growth Portfolio, Total Annual Expenses would have been 0.76%. The examples
assume that there were no transactions that would result in the imposition of
the Transfer Charge. Premium taxes are not reflected. Presently, premium taxes
ranging from 0% to 2.35% (3.5% in Nevada) may be deducted from each Purchase
Payment, or upon Annuitization.

4. For purposes of the amounts reported in the examples, annual administrative
charges are reflected by dividing the total amount of contract fees collected
during the year by the total average net assets of the Separate Account
respecting the Contracts.

5. THE EXAMPLES ARE NOT REPRESENTATIONS OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


                         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. This information is derived from the financial
statements of the Separate Account. The financial statements for the year ended
December 31, 1998 and 1999 have been audited by Deloitte & Touche LLP, the
Separate Account's independent auditors.

<TABLE>
<CAPTION>
                                        Twelve     Five       Twelve      Twelve      Twelve      Twelve      Twelve      Twelve
                                        Months     Months     Months      Months      Months      Months      Months      Months
                                        Ended      Ended      Ended       Ended       Ended       Ended       Ended       Ended
      Separate Account Series          7/31/93    12/31/93   12/31/94    12/31/95    12/31/96    12/31/97    12/31/98    12/31/99
      -----------------------         ---------   -------    --------    --------    --------    --------    --------    --------
<S>                                    <C>        <C>        <C>         <C>         <C>         <C>         <C>         <C>
Series B (Neuberger Berman Bond Series)
  Beg. AUV (7/1/92).................    14.91      16.20       16.48       15.77       18.25       18.60       20.11       21.42
  End. AUV..........................    16.20      16.48       15.77       18.25       18.60       20.11       21.42       20.69
  End. No. Qualified AUs............    4,302      5,563       8,014      12,416      11,642      39,681      63,568      43,890
Series G (T. Rowe Price Growth and
  Income Series)
  Beg. AUV (7/1/92).................    23.45      25.27       26.64       27.17       35.31       42.57       53.68       58.61
  End. AUV..........................    25.27      26.64       27.17       35.31       42.57       53.68       58.61       63.24
  End. No. Qualified AUs............   55,454     77,399     154,223     192,251     246,547     504,233     508,159     491,385
Series P (T. Rowe Price Prime Re-
  serve Fund)
  Beg. AUV (7/1/92).................    11.77      11.98       12.07       12.40       12.97       13.49       14.05       14.64
  End. AUV..........................    11.98      12.07       12.40       12.97       13.49       14.05       14.64       15.19
  End. No. Qualified AUs............    6,383      3,478       5,823       8,447       4,008       6,866       1,757      12,686
  Yield.............................     1.60%      1.75%       4.50%       4.11%       4.01%       4.07%       3.88%       4.71%
Series T (T. Rowe Price Growth Stock
  Fund)
  Beg. AUV (7/1/92).................    19.30      20.98       23.45       23.44       30.44       36.72       46.06       58.18
  End. AUV..........................    20.98      23.45       23.44       30.44       36.72       46.06       58.18       70.45
  End. No. Qualified AUs............   43,092     57,382     134,441     177,235     236,072     572,680     592,525     575,637
Series I (T. Rowe Price
  International Stock Fund)
  Beg. AUV (7/24/92)................     5.09       5.73        6.85        6.74        7.45        8.57        8.72       10.04
  End. AUV..........................     5.73       6.85        6.74        7.45        8.57        8.72       10.04       13.40
  End. No. Qualified AUs............   55,890     95,649     330,647     461,265     642,883     865,412     741,539     694,702
Series FA (Asset Manager)
  Beg. AUV (9/15/93)................                5.00        5.37        5.00        5.79        6.58        7.87        8.97
  End. AUV..........................                5.37        5.00        5.79        6.58        7.87        8.97        9.88
  End. No. Qualified AUs............              39,393     353,650     556,478     681,763     831,316     955,179   1,008,708
Series FG (Growth Portfolio)
  Beg. AUV (9/16/93)................                5.00        5.14        5.10        6.84        7.77        9.51       13.16
  End. AUV..........................                5.14        5.10        6.84        7.77        9.51       13.16       17.92
  End. No. Qualified AUs............              31,169     182,029     480,578     735,622     903,383   1,084,117   1,420,092
Series FI (Index 500)
  Beg. AUV (10/1/93)................                5.00        5.02        5.03        6.83        8.32       10.95       13.92
  End. AUV..........................                5.02        5.03        6.83        8.32       10.95       13.92       16.63
  End. No. Qualified AUs............                 383      11,568      65,944     189,079     430,635     811,520   1,034,772
Series NG (Genesis Trust)
  Beg. AUV (1/9/98).................                                                                            5.00        4.61
  End AUV...........................                                                                            4.61        4.75
  End No. Qualified AUs.............                                                                         246,315     234,545
Series NP (Partners Trust)
  Beg. AUV (1/9/98).................                                                                            5.00        5.26
  End AUV...........................                                                                            5.26        5.62
  End No. Qualified AUs.............                                                                         272,328     309,008
Series JW (Worldwide Growth)
  Beg. AUV (1/8/98).................                                                                            5.00        6.39
  End AUV...........................                                                                            6.39       10.39
  End No. Qualified AUs.............                                                                         261,044     521,370
Series FM (Money Market)
 Beg. AUV $ (12/29/97)..............                                                                5.66        5.92        6.19
 End. AUV $.........................                                                                6.92        6.19        6.45
 End No. Qualified AUs..............                                                             221,521     177,616     140,989
 Yield..............................                                                                            4.18%       5.49%
Series FC (Contra)
 Beg. AUV $ (1/15/98)...............                                                                            5.00        6.44
 End. AUV $.........................                                                                            6.44        7.94
 End No. Qualified AUs..............                                                                         151,176     331,062

</TABLE>
- ---------------


AUV -- Accumulation Unit Value
AUs  -- Accumulation Units


                                       17
<PAGE>

                              FINANCIAL INFORMATION

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

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

Security First Life Insurance Company

Security First Life is a stock life insurance company founded in 1960 and
organized under the laws of the State of Delaware. Its principal executive
offices are located at 11365 West Olympic Boulevard, Los Angeles, California
90064. Security First Life is authorized to transact the business of life
insurance, including annuities, and is currently licensed to do business in 49
states and the District of Columbia. Security First Life is a wholly-owned
subsidiary of Security First Group, Inc. ("SFG"). SFG in turn is a wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"), a New York life
insurance company.

                                       18
<PAGE>


MetLife, a wholly owned subsidiary of MetLife, Inc., a publicly traded company,
is a leading provider of insurance and financial services to a broad spectrum of
individual and group customers. With approximately $420 billion worth of assets
under management as of December 31, 1999, MetLife provides individual insurance
and investment products to approximately 9 million households in the United
States.


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. 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 the Contract and your actual Certificate for more information.

The Separate Account

Security First Life established the Separate Account on May 29, 1980 in
accordance with the Delaware Insurance Code. The purpose of the Separate Account
is to hold the variable assets that underlie the Contracts and some other
variable annuity contracts that Security First Life offers. The Separate Account
is registered with the SEC as a unit investment trust under the 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
Delaware 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 these payments is guaranteed only to
the extent of the level amount calculated at the beginning of each annuity year.
(Please see "Annuity Benefits - Level Payments Varying Annually" on page ___ for
more information.)

                                       19
<PAGE>

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.

The Funds

Your investment choices are:


<TABLE>
<CAPTION>

          Fund                   Investment Objective                           Investment Adviser
- -------------------------------- -----------------------------------------      -------------------------
<S>                              <C>                                            <C>
SFT Neuberger Berman Bond Series The Fund seeks to achieve the                  Security First Investment
                                 highest investment income over the             Management Corporation;
                                 long-term consistent with the preservation     Neuberger Berman, LLC
                                 of principal through investment                (subadviser)
                                 primarily in marketable debt instruments.
                                 Growth of principal and income will also be
                                 objectives with respect to up to 10% of the
                                 Neuberger Berman Bond Series' assets which may
                                 be invested in common and preferred stocks.

SFT T. Rowe Price Growth &       The Fund seeks capital growth                  Security First Investment
Income Series                    and a reasonable level of                      Management Corporation;
                                 current income. While this                     Price Associates, Inc.
                                 Series will generally invest                   (subadviser)
                                 in common stocks and other equities, it
                                 may, depending on economic conditions,
                                 reduce such investments and substitute
                                 fixed-income instruments.

Fidelity Investments             The Fund seeks to obtain as                    Fidelity Management &
VIP Fund Money Market            high a level of current                        Research Company
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 Fund Growth Portfolio        The Fund seeks to achieve                      Fidelity Management &
                                 capital appreciation normally                  Research Company
                                 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 Fund II Asset Manager        The Fund seeks high total                      Fidelity Management &
Portfolio                        return with reduced risk over                  Research Company
                                 the long-term by allocating its
                                 assets among stocks, bonds, and
                                 short-term, fixed income instruments.
</TABLE>

                                       20
<PAGE>

<TABLE>
<S>                              <C>                                            <C>
VIP II Index 500 Portfolio       The Fund seeks investment                      Fidelity Management &
                                 results that correspond to                     Research Company
                                 the total return (i.e., the
                                 combination of capital
                                 changes and income) of common
                                 stocks publicly traded in the
                                 United States, as represented
                                 by the Standard & Poor's 500
                                 Composite Stock Price Index
                                 while keeping transaction
                                 costs and other expenses low.

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

T. Rowe Price Growth             The Fund seeks long-term growth of             Price Associates, Inc.
Stock Fund                       capital through investing primarily
                                 in common stocks of growth companies.

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

Neuberger Berman Genesis         The Fund seeks capital appreciation.           Neuberger Berman
Trust                            The portfolio invests primarily in             Management Corporation;
                                 common stocks of companies with small          Neuberger Berman, LLC
                                 market capitalizations ("small-cap             (subadviser)
                                 ("small-cap companies"), using the value-
                                 oriented investment approach.

Neuberger Berman Partners        The Fund seeks capital growth. The             Neuberger Berman
Trust                            portfolio invests principally in common        Management Corporation;
                                 stocks of medium and large capitalization      Neuberger Berman, LLC
                                 established companies, using the value-        (subadviser)
                                 oriented investment approach.

Janus Aspen Worldwide            The Fund seeks long-term growth of             Janus Capital Corporation
Growth Portfolio                 capital in a manner consistent with
                                 preservation of capital. The portfolio
                                 pursues this objective primarily through
                                 investments in common stocks of foreign
                                 and domestic issuers (normally in issuers
                                 of at least five different countries,
                                 including the United States).
</TABLE>


Each Series buys and sells shares of the corresponding mutual fund. These Funds
invest in stocks, bonds and other investments as indicated above. All dividends
declared by the Funds are earned by the Separate Account and reinvested.

                                       21
<PAGE>

Therefore, no dividends are distributed to you under the Contract. Instead,
dividends generally increase the Accumulation or Annuity Unit Value. You pay no
transaction expenses (i.e., front-end or back-end load sales charges) as a
result of the Separate Account's purchase or sale of these mutual fund shares.
Certain of the Funds listed above are available only by purchasing annuities and
life insurance policies offered by Security First Life or by other insurance
companies and are never sold 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 available to other registered separate accounts offering variable
annuity and variable life products in addition to Security First Life's Separate
Account (except for the T. Rowe Price Growth Stock Fund, T. Rowe Price
International Stock Fund, Neuberger Berman Genesis Trust, Neuberger Berman
Partners Trust, and Janus Aspen Worldwide Growth Portfolio). In the future, a
conflict may develop between one or more separate accounts invested in the same
Fund. The conflict could develop due to change in the law affecting variable
annuity products or from differences in voting instructions of owners of the
different separate accounts. Security First Life monitors the Series for this
type of conflict and will remedy the situation if such a conflict develops. This
may include the withdrawal of amounts invested in the Funds by you and other
Certificate holders.

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

         Substitution of Fund shares

Security First Life may substitute shares of another fund for Fund shares
directly purchased and apply future Purchase Payments under the Contracts to the
purchase of these substituted shares if the shares of a Fund are no longer
available

                                       22
<PAGE>

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 approve the
substitution under the 1940 Act.

[Side Bar: The Funds are more fully described in the Fund prospectuses and their
Statements of Additional Information. The prospectuses are attached to or
accompanied by this Prospectus. The Statements of Additional Information are
available upon your request.]

Principal Underwriter

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

Servicing Agent

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

Custodian

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

                                CONTRACT CHARGES

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

                                       23

<PAGE>

         Services and benefits Security First Life provides include:

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

                  -        the death benefit paid at your death;

                  -        the available funding options and related programs;

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

                  -        the distribution of various reports to Participants
                           and the Owners of the Contract.

         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 Participant's Account; and

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

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

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

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

Premium Taxes

Some states assess premium taxes on the Purchase Payments you make. Generally,
premium taxes range from 0% to 2.35% (3.50% in Nevada), depending on the state.
The Contracts permit Security First Life to deduct any applicable premium taxes
from the Participant's Account at or after the time they are incurred. Security
First Life currently does not deduct for these taxes at the time you make a

                                       24

<PAGE>

Purchase Payment. However, Security First Life reserves our right to deduct the
total amount of premium taxes, if any, from the Participant's Account when you
elect to begin receiving Annuity payments (Annuitization).

Surrender Charge

No sales charge is deducted from any Purchase Payment. During the accumulation
phase, you can withdraw part or all of the Participant's Account subject to any
withdrawal limitation under the Plan to which the Contract is issued. Full or
partial surrender during the first five Certificate Years will be subject to a
surrender charge equal to the following percentage of the amount surrendered:

         -        7% in 1st Certificate Year

         -        6% in 2nd Certificate Year

         -        5% in 3rd Certificate Year

         -        4% in 4th Certificate Year

         -        3% in 5th Certificate Year

         -        0% after the 5th Certificate Year

However, no surrender charge will be made in the event of a withdrawal under a
Plan for:

         -        death

         -        disability

         -        retirement

         -        hardship

In addition, no surrender charge will be made from amounts transferred to
another group annuity contract issued by Security First Life to the Owner in
accordance with the terms of a Plan.

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

                                       25
<PAGE>

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

In no event will a surrender charge imposed on Accumulation Units be more than
9% of Purchase Payments allocated to the Separate Account.

Example of application of surrender charge. Assume your Participant's Account is
$100,000 at the beginning of Certificate Year 2 and you withdraw $30,000. You
would pay a surrender charge of $1,800.

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

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


                                       26

<PAGE>

Mortality and Expense Risk Charge

Security First Life charges a fee for bearing certain mortality and expense
risks under the policy. Examples of these risks include a guarantee of annuity
rates, the death benefits, and assuming the risk that the expense charges and
fees are less than actual administrative and operating expenses. As compensation
for assuming these risks, Security First Life will make a daily deduction from
the value of the Separate Account's assets equal to .89% 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.

Federal, State and Local Taxes

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

[Side Bar: Please note that deductions are made and expenses paid out of the
underlying Funds' assets, as well. A description of these fees and expenses are
described in each Fund's prospectus.

Free Look Period

The Owner may cancel the Contract within a certain time period. This is known as
a "free look." The Free Look Period is the 20-day period (or longer in certain
states) starting when the Owner receives the Contract. Security First Life must
receive the Owner's request to cancel in writing at its administrative office
within the 20-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 the Purchase Payments or, if required by
state law, the greater of the Purchase Payments or the total of the
Participants' Accounts.

                                       27
<PAGE>

                          DESCRIPTION OF THE CONTRACTS

General

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

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

Purchase Payments

You may make a Purchase Payment at any time. Your minimum Purchase Payment is
$20, and minimum Purchase Payments must total $240 in a year.

Transfers

         Accumulation Units

You may transfer Accumulation Units among the Funds at any time. 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.

                                       28

<PAGE>

         Annuity Units

You may transfer Annuity Units among the Series at any time. 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. 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.


                                       29

<PAGE>

Transfers to Another Contract

You may transfer your Participant's Account to another group annuity contract
issued by Security First Life to the Plan. The minimum transfer is the lesser of
$500 or the value of the Participant's interest in the Series from which the
transfer is made.

Modification of the 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 Participants' Accounts for administrative and
                  transaction charges

         -        deductions from the Separate Account for mortality and expense
                  risk fees

         -        guaranteed rates with respect to fixed benefits

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

                  -        with respect to any Purchase Payments received as a
                           tax free 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.

                                       30
<PAGE>

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

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


Assignments

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

                               ACCUMULATION PERIOD

Crediting Accumulation Units in the Separate Account

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

         Separate Account Accumulation Unit current values

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


[Side Bar: The net investment factor is an index of the percentage change
(adjusted for distributions by the Fund and the deduction of the administration
fee, mortality and expense risk fee) in the net asset

                                       31
<PAGE>

value of the Fund in which a Series is invested, since the preceding Valuation
Date. The net investment factor may be greater or less than 1 depending upon the
Fund's investment performance.

Surrender from the Separate Account

You may surrender all or a portion of the cash value of your 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. These
consequences are discussed in more detail under "Federal Tax Considerations" on
page ___. You should consult your tax adviser before making a withdrawal.

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

If you request a partial surrender from more than one Series you must specify
the allocation of the partial surrender among the Series. You may not make a
partial surrender if a withdrawal would cause your interest in any Series to
have an after surrender value of less than $500. However, if you are withdrawing
the entire amount allocated to a Series, this restriction does not apply.

         Payment of Surrender Amount

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

Security First Life may suspend surrenders when:

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

                  -        The SEC permits the suspension of withdrawals.

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

                                       32

<PAGE>

Systematic Withdrawal Option

When you are eligible to receive payments under the Plan, you may select a
systematic withdrawal option. Under this option, you select:

         -        payment beginning date;

         -        the frequency of payment; and

         -        the time over which payments will be made.

Your entire Participant's Account (and any other accounts you have with Security
First Life under the Plan) must be included in this election. Initial payments
will be determined using the value of your Participant's Account and an assumed
earning rate set by Security First Life. Payments will be redetermined
periodically so that the value of your account will be paid over the time period
you selected. If you select this option, you can continue to transfer account
values among Fund options. Any pay out must meet distribution requirements under
the Code and the Plan.

Account Statements

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

                  -        all transactions for the period being reported

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

                  -        the current Accumulation Unit value for each Series

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

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


                                       33
<PAGE>

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

Election of Annuity Date and Form of Annuity

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

         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 first day of
the month on or immediately before the earlier of:

                  -        the month in which you attain age 85; or

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

                                       34

<PAGE>

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

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

         Form of Annuity

[Side Bar: There are two people who are involved in payments under your Annuity:

                  -        you, the Participant and Annuitant

                  -        the Beneficiary

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

Option 1 - Life  Annuity

You receive Annuity payments monthly during your lifetime. These payments stop
with the last payment due before your death. Because Security First Life does
not guarantee a minimum number of payments under this arrangement, this option
offers the maximum level of monthly payments 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 your
lifetime. In addition, Security First Life guarantees that your Beneficiary will
receive monthly payments for the remainder of the period certain, if you die
during that period.

                                       35

<PAGE>

Option 3 - Installment Refund Life Annuity

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

Option 4 - Joint and Last Survivor Life Annuity

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

Option 5 - Payments for a Designated Period (Fixed Annuity Only)

Security First Life makes Annuity payments monthly to you or to the Beneficiary
at your 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 3.00% 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.

                                       36

<PAGE>

Frequency of Payment

Your payments under all options will be made on a monthly basis unless you
request quarterly, semi-annual, or annual payment in accordance with the Plan.

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

Level Payments Varying Annually

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

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

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

                                       37

<PAGE>

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.

                                 DEATH BENEFITS

Death Before the Annuity Date

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

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

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

         -        your Participant's Account.

                                       38

<PAGE>

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.

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

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

                           -        The guaranteed period under Option Two or
                                    the designated period under Option Five may
                                    not be longer than the Beneficiary's life
                                    expectancy under applicable tables specified
                                    by the Internal Revenue Service (15 years if
                                    the Beneficiary is not your spouse).

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

If your spouse is your sole Beneficiary, he or she may choose to succeed to your
rights as the Participant rather than to take the death benefit. If you have
more than one Beneficiary living at the time of your death, each will share the
proceeds of the death benefit equally unless you elect otherwise.

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

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

                                       39

<PAGE>

                  -        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 you die on or after the Annuity Date, the amounts payable to the
Beneficiary(ies)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
                           Certificate, and

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

If none of your Beneficiaries survive your death, the value of any remaining
payments certain, calculated on the basis of the assumed investment return that
you previously chose, will be paid in a lump sum to your 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. The present
value of the remaining Annuity payments will be calculated on the basis of the
assumed investment return previously selected. This lump sum payment election is
not available to a Beneficiary receiving Fixed Annuity payments.

                           FEDERAL TAX CONSIDERATIONS

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

                                       40
<PAGE>

General Taxation of Annuities

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

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

[Side Bar: A qualified contract is a contract that is purchased under certain
types of tax-advantaged retirement plans.

         Qualified plans include:

                  -        Section 401 plans (self-employed and corporate
                           pension and profit-sharing plans)

                  -        Section 403 plans (tax-deferred annuities)

                  -        Section 457 plans (deferred compensation plans)

                  -        traditional IRAs

The Contracts are only offered to 457 Plans.

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

[Side Bar: Please note that the terms of a particular Plan may limit your rights
otherwise available under the Contract.]


Qualified Contracts

[SIDE BAR: The dollars in a Qualified Plan are tax deferred. Contracts purchased
for use with a Qualified Plan provide no additional tax deferal.]

The full amount of all distributions received from a 457 plan (except for a
return of non-deductible employee contributions) is included in your gross
income and is taxed at ordinary income rates unless the distribution is
transferred to an eligible rollover account or Contract.

                                       41

<PAGE>

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.

         Mandatory minimum distributions

If you are a participant in a 457 plan, you generally must begin receiving
withdrawals from your Participant's Account or Annuity payments by April 1 of
the calendar year following the later of:

                                    -       the year you turn 70 1/2

                                    -       the year you retire

Annuity Payments can be for a period not greater than your life expectancy or
that of you and a beneficiary. Distributions from a 457 Plan cannot be made
available to your before the earlier of age 70 1/2, separation from service, or
an unforseeable emergency.

         Rollovers of plan conversions

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


 Distribution Issued from:             May be Rolled into:

- -------------------------------------- -----------------------------------
- -  Section 457 Plan                    Another Section 457 Plan
- -------------------------------------- -----------------------------------

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


         Taxation of death benefits


Any distributions under Section 457 must meet minimum distribution incidental
benefit requirements under the Code for the tax years beginning after December
31, 1986. However, if your spouse is your designated beneficiary, these death
benefit requirements do not apply.


                                       42

<PAGE>

Withholding

Amounts distributed under Section 457 plans are considered compensation and are
subject to the employer's withholding and reporting requirements.

                                  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, the Owner has voting interests under the Contract concerning
Fund shares and is entitled to vote on Fund proposals at all regular and special
shareholders meetings. Therefore, the Owner is entitled to give us instructions
for the number of shares which are deemed attributable to the Contract.

Security First Life will vote all shares of the underlying Funds as directed by
Contract Owners who have voting interests in the Funds. Security First Life will
send 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 the Owner's voting instructions, it will vote the Owner's 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.

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 the Owner 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 on the record date
may vote.

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

                                       43

<PAGE>

                                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, 2000, which provides more detailed
information about the contracts, may also be obtained. The table of contents for
the Statement of Additional Information is attached at page ____.


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

                                       47

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


                                  STATEMENT OF

                             ADDITIONAL INFORMATION

                     SECURITY FIRST LIFE SEPARATE ACCOUNT A

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

                GROUP FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT

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


                      SECURITY FIRST LIFE INSURANCE COMPANY


                                   MAY 1, 2000


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, 2000,
may be obtained without charge by writing to Security First Life Insurance
Company, P.O. Box 92193, Los Angeles, California 90009 or by telephoning 1 (800)
992-9785.



<PAGE>

TABLE OF CONTENTS

                                                                            Page

The Insurance Company                                                        3

The Separate Account                                                         3

Surrender Charges                                                            3

Net Investment Factor                                                        4

Annuity Payments                                                             4

Additional Federal Income Tax Information                                    6

Underwriters, Distribution of the Contracts                                  7

Voting Rights                                                                7

Safekeeping of Securities                                                    7

Servicing Agent                                                              7

Independent Auditors                                                         8

Legal Matters                                                                8

State Regulation of Security First Life                                      8

Financial Statements                                                         8


                                        2

<PAGE>

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 life insurance company. MetLife is a wholly owned
subsidiary of MetLife, Inc., a publicly traded company, with assets under
management of $420 billion at December 31, 1999.

THE SEPARATE ACCOUNT

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


SURRENDER CHARGES

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

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

                                       3
<PAGE>

NET INVESTMENT FACTOR

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

ANNUITY PAYMENTS

Basis of Variable Annuity Benefits


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 Annuity 2000 Mortality Table,
projected to the year 2020 on Projection Scale G, 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:

- ----------------------------------------------------------------------
YEAR OF BIRTH                          AGE ADJUSTMENT
BEFORE 1945                            ACTUAL AGE
1946- 1965                             AGE MINUS 1 YEAR
1966 - 1985                            AGE MINUS 2 YEARS
1986 - 2005                            AGE MINUS 3 YEARS

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


                                        4
<PAGE>

Determination of Amount of Monthly Variable Annuity Payments for First Year

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

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

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

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

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

                                       5
<PAGE>

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

Annuity Unit Values

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

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

ADDITIONAL FEDERAL INCOME TAX INFORMATION

Security First Life is required to withhold federal income tax on any Contract
distributions to Participants (such as Annuity Payments, lump sum distributions
or partial surrenders). Amounts distributed under Section 457 plans are
considered compensation, and federal tax will be withheld from Annuity Payments
pursuant to the recipient's withholding certificate. If no withholding
certificate is filed with Security First Life, federal tax will be withheld from
Annuity Payments on the basis that the payee is married with three withholding
exemptions. Federal tax on the taxable portion of a partial or total surrender
(i.e., non-periodic distribution) generally will be withheld at a flat 10% rate.


                                        6

<PAGE>

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

UNDERWRITERS, DISTRIBUTION OF THE CONTRACTS

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

VOTING RIGHTS

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

SAFEKEEPING OF SECURITIES

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

                                        7

<PAGE>

SERVICING AGENT

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

INDEPENDENT AUDITORS

The financial statements and the related financial statement schedules of
Security First Life Insurance Company at December 31, 1998 and 1999 and the
financial statements and the related financial statement schedules of Security
First Life Separate Account A at December 31, 1998 and 1999 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.


LEGAL MATTERS

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

STATE REGULATION OF SECURITY FIRST LIFE

Security First Life is subject to the laws of the State of Delaware governing
insurance companies and to regulation by the Delaware Commissioner of Insurance.
An annual statement, in a prescribed form, is filed with the Commissioner on or
before March 1 each year covering the operations of Security First Life for the
preceding year and its financial condition on December 31 of such year. Security
First Life's books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is usually conducted by the National Association of Insurance
Commissioners at least once in every three years. Security First Life was last
examined as of December 31, 1997. 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.

                                       8
<PAGE>

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

FINANCIAL STATEMENTS

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


                                        9
<PAGE>











                                        SECURITY FIRST LIFE INSURANCE COMPANY

                                        (A WHOLLY OWNED SUBSIDIARY OF
                                        METROPOLITAN LIFE INSURANCE COMPANY)

                                        FINANCIAL STATEMENTS FOR THE YEARS ENDED
                                        DECEMBER 31, 1999 AND 1998 AND
                                        INDEPENDENT AUDITORS' REPORT

<PAGE>



                         Report of Independent Auditors




Board of Directors
Security First Life Insurance Company


We have audited the accompanying balance sheets of Security First Life Insurance
Company (the Company) as of December 31, 1999 and 1998, and the related
statements of income, stockholder's equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security First Life Insurance
Company at December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

/S/ Deloitte & Touche, LLP


Los Angeles, California
February 4, 2000

<PAGE>

<TABLE>

SECURITY FIRST LIFE INSURANCE COMPANY

BALANCE SHEETS

<CAPTION>
                                                                                   December 31,
                                                                            1999                  1998
                                                                       --------------        --------------
                                                                                  (In thousands)
ASSETS
<S>                                                                    <C>                   <C>
INVESTMENTS
    Fixed maturities                                                   $   1,838,339         $   2,092,183
    Mortgage loans                                                           352,760               165,167
    Policy loans                                                              32,280                28,715
    Short-term investments                                                    66,380                50,520
    Other investments                                                          1,452                 1,152
                                                                       --------------        --------------
                                                                           2,291,211             2,337,737

CASH AND CASH EQUIVALENTS                                                      2,557                36,931

Accrued investment income                                                     33,423                36,486

DEFERRED POLICY ACQUISITION COSTS                                            182,734               104,658

OTHER ASSETS
    Assets held in separate accounts                                       2,049,335             1,492,885
    Property under capital lease                                               8,360                 8,940
    Other                                                                      4,297                 1,657
                                                                       --------------        --------------
                                                                           2,061,992             1,503,482
                                                                       --------------        --------------
                                                                       $   4,571,917         $   4,019,294
                                                                       ==============        ==============
</TABLE>

                                       2
<PAGE>

<TABLE>

SECURITY FIRST LIFE INSURANCE COMPANY

BALANCE SHEETS (Continued)

<CAPTION>
                                                                                   December 31,
                                                                            1999                  1998
                                                                       --------------        --------------
                                                                                  (In thousands)
LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                    <C>                   <C>
LIABILITIES
    Policyholder liabilities                                           $   2,247,045         $   2,202,198
    Liabilities related to separate accounts                               2,049,335             1,492,885
    Obligation under capital lease                                            14,777                15,130
    Notes payable to parent                                                   35,000                35,000
    Federal income taxes                                                      21,280                38,800
    Other                                                                      5,075                 7,499
                                                                       --------------        --------------
                                                                           4,372,512             3,791,512

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY
    Preferred stock, $1 par value
       Authorized, issued and outstanding -- 200,000 shares                      200                   200
    Common stock, $200 par value
       Authorized -- 15,000 shares
       Issued and outstanding -- 11,000 shares                                 2,300                 2,200
    Additional paid-in capital                                                48,047                48,147
    Retained earnings                                                        161,266               149,305
    Accumulated other comprehensive income (loss)                            (12,408)               27,930
                                                                       --------------        --------------
                                                                             199,405               227,782
                                                                       --------------        --------------
                                                                       $   4,571,917         $   4,019,294
                                                                       ==============        ==============
</TABLE>

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

                                       3
<PAGE>

<TABLE>

SECURITY FIRST LIFE INSURANCE COMPANY

STATEMENTS OF INCOME

<CAPTION>
                                                                                Year Ended December 31,
                                                                             1999                 1998
                                                                       --------------        --------------
                                                                                  (In thousands)
<S>                                                                    <C>                   <C>
REVENUES
    Net investment income                                              $     166,907         $     165,749
    Annuity product income                                                    30,282                22,125
    Net realized investment gains                                              2,875                25,010
                                                                       --------------        --------------
                                       TOTAL REVENUES                        200,064               212,884


BENEFITS AND EXPENSES
    Interest credited to policyholders                                       109,568               112,834
    Benefits in excess of policyholder liabilities                             5,451                 4,876
    Amortization of deferred policy acquisition costs                         23,948                35,609
    Operating expenses                                                        30,169                29,116
                                                                       --------------        --------------
                          TOTAL BENEFITS AND EXPENSES                        169,136               182,435
                                                                       --------------        --------------

                     Income before income tax expense                         30,928                30,449

Income tax expense (benefit)
    Current                                                                    5,706                12,584
    Deferred                                                                   3,261                (3,093)
                                                                       --------------        --------------
                                                                               8,967                 9,491
                                                                       --------------        --------------

                                           NET INCOME                  $      21,961         $      20,958
                                                                       ==============        ==============

</TABLE>

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

                                       4
<PAGE>

<TABLE>

SECURITY FIRST LIFE INSURANCE COMPANY

STATEMENTS OF STOCKHOLDER'S EQUITY

<CAPTION>
                                                                                                         Accumulated
                                                                    Additional                              Other         Total
                                          Preferred       Common      Paid-in  Comprehensive   Retained  Comprehensive Stockholder's
                                            Stock         Stock       Capital   Income(Loss)   Earnings  Income (Loss)   Equity
                                         ------------ ------------ ------------ ------------ ------------ ------------ ------------
                                                                               (In thousands)

<S>                                      <C>          <C>          <C>          <C>          <C>          <C>          <C>
Balance at January 1, 1998                       200        2,200       48,147                   128,347       34,830      213,724

Comprehensive income (loss):
   Net income                                                                   $    20,958       20,958                    20,958
   Other comprehensive loss:
     Unrealized investment losses, net of
     related adjustments and income taxes                                            (6,900)                   (6,900)      (6,900)
                                                                                ------------
         Total comprehensive income                                             $    14,058
                                         ------------ ------------ ------------ ============ ------------ ------------ ------------

Balance at December 31, 1998                     200        2,200       48,147                   149,305       27,930      227,782

Recapitalization                                              100         (100)
Dividend to parent                                                                               (10,000)                  (10,000)
Comprehensive income (loss):
   Net income                                                                   $    21,961       21,961                    21,961
   Other comprehensive loss:
     Unrealized investment losses, net of
     related adjustments and income taxes                                           (40,338)                  (40,338)     (40,338)
                                                                                ------------
         Total comprehensive loss                                               $   (18,377)
                                         ------------ ------------ ------------ ============ ------------ ------------ ------------
Balance at December 31, 1999             $       200  $     2,300  $    48,047               $   161,266  $   (12,408) $   199,405
                                         ===========  ============ ============              ============ ============ ============
</TABLE>

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

                                       5
<PAGE>

<TABLE>

SECURITY FIRST LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                              Year Ended December 31,
                                                                            1999                 1998
                                                                       --------------        --------------
                                                                                (In thousands)
<S>                                                                    <C>                   <C>
OPERATING ACTIVITIES
    Net income                                                         $      21,961         $      20,958
    Adjustments to reconcile net income to net cash
      provided by operations:
           Net realized investment gains                                      (2,875)              (25,010)
           Depreciation and amortization                                          73                   175
           Accretion of discount and amortization of
             premium on investments                                           (1,402)                 (155)
           Changes in operating assets and liabilities:
                  Accrued investment income                                    3,063                (2,756)
                  Deferred policy acquisition costs                          (12,664)                2,814
                  Other assets                                                (2,800)                 (592)
                  Other liabilities                                            1,431                 4,888
                                                                       --------------        --------------
                                      NET CASH PROVIDED BY
                                      OPERATING ACTIVITIES                     6,787                   322

INVESTING ACTIVITIES
    Fixed maturity securities
       Purchases                                                            (428,007)             (675,821)
       Sales and maturities                                                  559,455               940,671
    Net sale (purchase) of other investments                                     (84)                   79
    Net purchase of short-term investments                                   (15,860)              (28,135)
    Issuance of mortgage loans                                              (194,759)             (165,167)
    Repayment of mortgage loans                                                7,166
    Issuance of policy loans, net                                             (3,565)               (4,506)
                                                                       --------------        --------------
                                      NET CASH PROVIDED BY
                            (USED IN) INVESTING ACTIVITIES                   (75,654)               67,121

FINANCING ACTIVITIES
    Receipts credited to policyholder accounts                               764,303               689,536
    Amounts returned to policyholders                                       (719,456)             (730,779)
    Reduction of capital lease obligation                                       (354)                 (313)
    Dividend paid to parent                                                  (10,000)
                                                                       --------------        --------------
                                      NET CASH PROVIDED BY
                            (USED IN) FINANCING ACTIVITIES                    34,493               (41,556)
                                                                       --------------        --------------

                                    INCREASE (DECREASE) IN
                                 CASH AND CASH EQUIVALENTS                   (34,374)               25,887

Cash and cash equivalents at beginning of year                                36,931                11,044
                                                                       --------------        --------------

                                             CASH AND CASH
                                EQUIVALENTS AT END OF YEAR             $       2,557         $      36,931
                                                                       ==============        ==============
</TABLE>

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

                                       6
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998


NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION -- Security First Life Insurance Company (the Company) is
a wholly-owned subsidiary of Security First Group, Inc. (SFG). Effective October
31, 1997, SFG became a wholly-owned subsidiary of Metropolitan Life Insurance
Company (MetLife). Prior to that date, SFG was a wholly-owned subsidiary of
London Insurance Group, Inc. The Company sells a broad range of fixed and
variable annuity contracts.

The Company's financial statements are prepared in conformity with generally
accepted accounting principles (GAAP) which differ in some respects from
statutory accounting practices prescribed or permitted by regulatory authorities
(statutory basis).

INVESTMENTS -- Investments are reported on the following bases:

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

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

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

     Mortgage loans -- at amortized cost, net of valuation allowances, if any,
     which approximates fair value.

     Policy loans -- at unpaid balances, which approximate fair value.

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

     Other investments -- at fair value.

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

                                       7
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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

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

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

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

                                      Carrying Amount       Estimated Fair Value
                                      ---------------       --------------------

     December 31, 1999                $     2,247,045         $    2,188,033
     December 31, 1998                      2,202,198              2,141,415

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

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

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

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

                                       8
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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

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

NEW ACCOUNTING STANDARDS -- In June 1999, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards No. 137,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - DEFERRAL OF THE
EFFECTIVE DATE OF FASB STATEMENT NO. 133 (SFAS 137). SFAS 137 defers the
provisions of Statement of Financial Accounting Standards No. 133, ACCOUNTING
FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (SFAS 133) until January 1,
2001. SFAS 133 requires, among other things, that all derivatives be recognized
in the balance sheets as either assets or liabilities and measured at fair
value. The corresponding derivative gains and losses should be reported based
upon the hedge relationship, if such a relationship exists. Changes in the fair
value of derivatives that are not designated as hedges or that do not meet the
hedge accounting criteria in SFAS 133 are required to be reported in operations.
The Company is in the process of quantifying the impact of SFAS 133 on its
financial statements.

In December 1997, the American Institute of Certified Public Accountants issued
Statement of Position 97-3, ACCOUNTING FOR INSURANCE AND OTHER ENTERPRISES FOR
INSURANCE RELATED ASSESSMENTS (SOP 97-3). SOP 97-3 provides guidance on
accounting by insurance and other enterprises for assessments related to
insurance activities including recognition, measurement and disclosure of
guaranty fund and other insurance related assessments. The Company adopted SOP
97-3 effective January 1, 1999. Adoption of SOP 97-3 did not have a material
effect on the Company's financial statements.


NOTE 2 -- STATUTORY CAPITAL AND RESTRICTIONS

The Company is required to file annual statements with various state insurance
regulatory authorities on a statutory basis. The statutory-basis capital and
surplus at December 31, 1999 and 1998 and statutory-basis net income for those
years are as follows (in thousands):

                                                        Capital            Net
                                                      and Surplus        Income
                                                      -----------        ------
     December 31, 1999
     -----------------

     Security First Life Insurance Company           $   129,796        $ 17,066


     December 31, 1998
     -----------------

     Security First Life Insurance Company           $   128,520        $  7,674

The Company is incorporated and domiciled in Delaware. The payment of dividends
is subject to statutory limitations which are based on statutory-basis net
income and surplus levels. At December 31, 1999, the maximum amount of dividends
the Company could pay SFG without prior approval from state insurance regulatory
authorities is $16,682,000.

                                       9
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 2 -- STATUTORY CAPITAL AND RESTRICTIONS (CONTINUED)

In December 1999, the Company transferred $100,000 of paid-in-capital to common
stock to comply with state insurance department requirements. As a result of
this transfer the total value of the common stock differs from the par value
times the number of shares. This had no impact on the Company's financial
position or results of operations.


NOTE 3 -- INVESTMENTS

Unrealized investment gains (losses) reported in the accompanying financial
statements are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                    December 31
                                                                            1999                  1998
                                                                       --------------        --------------
     <S>                                                               <C>                   <C>
     Unrealized investment gains (losses)                              $     (43,010)        $      84,001
     Less:   Adjustment for deferred policy acquisition costs                (23,921)               41,491
             Deferred income taxes                                            (6,681)               14,580
                                                                       --------------        --------------
                     Net unrealized investment gains (losses)          $     (12,408)        $      27,930
                                                                       ==============        ==============
</TABLE>

Net realized investment gains reported in the accompanying financial statements
are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                           1999                  1998
                                                                       --------------        --------------
   <S>                                                                 <C>                   <C>
   Fixed maturities
     Gross gains                                                       $       8,885         $      30,982
     Gross losses                                                             (6,018)               (6,046)
                                                                       --------------        --------------
                                                                               2,867                24,936
   Other investments
     Gross gains                                                                   8                   133
     Gross losses                                                                                      (59)
                                                                       --------------        --------------
                                                                                   8                    74
                                                                       --------------        --------------
                   Net realized investment gains                       $       2,875         $      25,010
                                                                       ==============        ==============
</TABLE>

Proceeds from sales of fixed maturities are $559,455,000 and $940,671,000 in
1999 and 1998, respectively.

The amortized cost and fair value of fixed maturities as of December 31, 1999
and 1998 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  Gross             Gross
                                               Amortized        Unrealized        Unrealized         Fair
                                                 Cost             Gains             Losses           Value
                                            ---------------   --------------    --------------   --------------
   December 31, 1999
   -----------------
   <S>                                      <C>               <C>               <C>              <C>
   U.S. Treasury securities and
       obligations of U.S. Government
       corporations and agencies            $       23,646    $         622     $        (613)   $      23,655
   Debt securities issued by foreign
       governments                                  31,525            2,748              (177)          34,096
   Corporate securities                          1,435,111           11,363           (56,600)       1,389,874
   Mortgage-backed securities                      391,392            6,878            (7,556)         390,714
                                            ---------------   --------------    --------------   --------------
                                            $    1,881,674    $      21,611     $     (64,946)   $   1,838,339
                                            ===============   ==============    ==============   ==============
</TABLE>

                                       10
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)



NOTE 3 -- INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                  Gross             Gross
                                               Amortized        Unrealized        Unrealized         Fair
                                                 Cost             Gains             Losses           Value
                                            ---------------   --------------    --------------   --------------
   December 31, 1998
   -----------------
   <S>                                      <C>               <C>               <C>               <C>
   U.S. Treasury securities and
       obligations of U.S. Government
       corporations and agencies            $       68,487    $       4,499     $        (330)    $     72,656
   Debt securities issued by foreign
       governments                                  34,740            1,436            (1,188)          34,988
   Corporate securities                          1,266,178           68,987           (11,737)       1,323,428
   Mortgage-backed securities                      638,873           23,056              (818)         661,111
                                            ---------------   --------------    --------------    -------------
                                            $    2,008,278    $      97,978     $     (14,073)    $  2,092,183
                                            ===============   ==============    ==============    =============
</TABLE>

The amortized cost and fair value of fixed maturities by contractual maturity at
December 31, 1999, are summarized below. Actual maturities will differ from
contractual maturities because certain borrowers have the right to call or
prepay obligations.

<TABLE>
<CAPTION>
                                                                   Amortized             Fair
                                                                     Cost                Value
                                                                --------------      --------------
                                                                          (In thousands)
     <S>                                                        <C>                 <C>
     Due in one year or less                                    $      27,363       $      27,400
     Due after one year through five years                            462,618             457,796
     Due after five years through ten years                           564,124             536,419
     Due after ten years                                              436,177             426,010
     Mortgage-backed securities                                       391,392             390,714
                                                                --------------      --------------
                                                                $   1,881,674       $   1,838,339
                                                                ==============      ==============
</TABLE>

Concentrations of credit risk with respect to fixed maturities are limited due
to the large number of issues owned and their dispersion across many different
industries and geographic areas. Accordingly, at December 31, 1999, the Company
had no significant concentration of credit risk.

The fair values for fixed maturities are primarily based on values obtained from
independent pricing services. Such independent values are not available for
private placement securities. The carrying amount of the Company's private
placement securities, which is the Company's estimate of fair value, was
$275,600,000 and $254,400,000 at December 31, 1999 and 1998, respectively. In
order to determine the carrying value of private placement securities, the
Company uses market values of public securities of similar credit quality,
yields, coupon rate, maturity, type of issue, and other market data.

                                       11
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 3 -- INVESTMENTS (CONTINUED)

Mortgage loans are collateralized by properties located throughout the United
States. At December 31, 1999, approximately 12% and 18% of the mortgages were
collateralized by properties located in New York and California, respectively.
All of the mortgage loans at December 31, 1999, are in good standing, and the
Company was not holding any valuation allowances related to such loans. Mortgage
loans outstanding at December 31 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                      1999                             1998
                                            -------------------------        ------------------------
               <S>                          <C>                 <C>          <C>                 <C>
               Commercial                   $      306,264       87%         $      145,525       88%
               Agricultural                         46,496       13%                 19,642       12%
                                            --------------   --------        --------------   --------
                                            $      352,760      100%         $      165,167      100%
                                            ==============   ========        ==============   ========
</TABLE>

The carrying amount of policy loans and mortgage loans approximates fair value
because the interest rates on these loans approximate market rates.

The Company's short-term balances are invested in the Metropolitan Money Market
Pool (the Pool) which is managed by MetLife for the benefit of its subsidiaries.
The Pool invests solely in instruments having a maturity of one year or less. At
December 31, 1999, the interest rate on the Pool was 5.8%.

On February 5, 1998, the Company entered into an interest-rate cap agreement
with a large counterparty for the purpose of minimizing exposure to fluctuations
in interest rates in its policyholders liabilities. An interest-rate cap is a
contract whereby one party agrees to pay a premium at the inception of the
contract in exchange for the assumption of risk that the market interest rate
will exceed the cap rate. Under the interest-rate cap agreement, the
counterparty agrees to pay the Company, on a quarterly basis, an amount by which
the 5-year Constant Maturity Treasury Rate exceeds the interest-rate cap of
7.90% applied to the notional amount of $250,000,000. The 5-year Constant
Maturity Treasury Rate was 6.33% as of December 31, 1999, and the fair value of
the interest-rate cap as of that date was $114,000. The interest-rate cap
agreement expires February 9, 2001.

Any income or expense from the interest-rate cap is recorded on an accrual basis
as an adjustment to the yield of the related interest-bearing liabilities in the
periods covered by the contract. The Company is exposed to a potential loss in
the event of non-performance by the counterparty, although such non-performance
is not anticipated.

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

At December 31, 1999, investment securities having an amortized cost of
$5,568,000 were on deposit with various states in accordance with state
insurance department requirements.

                                       12
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 3 - INVESTMENTS (CONTINUED)

Investment income by major category of investment is summarized as follows (in
thousands):
                                                         1999           1998
                                                     ------------   ------------

     Fixed maturities                                $   148,693    $   162,836
     Mortgage loans                                       19,332          3,288
     Policy loans                                          1,806          1,294
     Short-term investments                                2,413          3,795
     Other investments                                       303            443
                                                     ------------   ------------
                                                         172,547        171,656
     Investment expenses                                  (5,640)        (5,907)
                                                     ------------   ------------

                            Net investment income    $   166,907    $   165,749
                                                     ============   ============

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


NOTE 4 -- NOTES PAYABLE

Notes payable consist of the following as of December 31, 1999 and 1998 (in
thousands):

     Surplus note due to SFG, 5% annual interest payable
     monthly, principal payable upon regulatory approval            $  25,000

     Surplus note due to SFG, interest based on LIBOR plus
     .75%, interest payable monthly, principal payable upon
     regulatory approval (6.57% at December 31, 1999)                  10,000
                                                                    ----------
                                                                    $  35,000
                                                                    ==========
There are no principal payments due on the notes payable during the next five
years.

Interest paid by the Company totaled $1,063,000 in 1999 and $2,150,000 in 1998.

                                       13
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 5 -- INCOME TAXES

The liability for federal income taxes includes deferred taxes of $18,771,000
and $36,772,000 at December 31, 1999 and 1998, respectively. Significant
components of these deferred taxes are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                           1999               1998
                                                                       ------------       ------------
<S>                                                                    <C>                <C>
Deferred tax liabilities:
     Deferred policy acquisition costs                                 $    53,995        $    48,952
     Fixed maturities                                                                          16,788
     Other assets                                                            3,167              3,441
                                                                       ------------       ------------
                            Total deferred tax liabilities                  57,162             69,181

Deferred tax assets:
     Policyholder liabilities                                               11,557             10,095
     Liabilities for separate accounts                                      17,259             16,778
     Fixed maturities                                                        4,111
     Other liabilities                                                       5,172              5,296
     Other, net                                                                292                240
                                                                       ------------       ------------
                                 Total deferred tax assets                  38,391             32,409
                                                                       ------------       ------------

                              Net deferred tax liabilities             $    18,771        $    36,772
                                                                       ============       ============
</TABLE>

Income taxes paid by the Company were $5,225,000 in 1999 and $12,401,000 in
1998.

The following is a reconciliation of the federal income tax at the statutory
rate of 35% with the income tax provision as shown in the accompanying financial
statements (in thousands):
                                                        1999             1998
                                                    ------------    ------------
     Federal income tax at 35%                      $    10,825     $    10,657
     Dividends received deduction                        (1,444)           (905)
     Other                                                 (414)           (261)
                                                    ------------    ------------

             Provision for income tax expense       $     8,967     $     9,491
                                                    ============    ============


NOTE 6 -- CAPITAL LEASE

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

The property under capital lease is net of accumulated amortization of
$9,061,000 in 1999 and $8,481,000 in 1998. Lease amortization expense was
$580,000 in 1999 and 1998.

                                       14
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 6 -- CAPITAL LEASE (CONTINUED)

The Company subleases space on an annual basis to SFG to use as its home office.
Related income offset against the lease costs was $1,694,000 and $1,660,000 for
the years ended December 31, 1999 and 1998, respectively. Future payments under
the lease are as follows (in thousands):

           2000                                                     $    2,166
           2001                                                          2,166
           2002                                                          2,166
           2003                                                          2,166
           2004                                                          2,166
           Thereafter                                                   20,387
                                                                    -----------
                                 Total minimum rental payments          31,217

                                  Amount representing interest         (16,440)
                                                                    -----------
                      Present value of minimum rental payments      $   14,777
                                                                    ===========


NOTE 7 -- RELATED PARTY TRANSACTIONS

The Company has marketing and administrative agreements with SFG under which SFG
provides most of the Company's marketing and policyholder administration
services. Amounts incurred under these agreements were $58,595,000 and
$51,658,000 for 1999 and 1998, respectively. A substantial portion of these
amounts are commissions and are deferred as policy acquisition costs.

The Company has management agreements with SFG under which the latter provides
certain personnel, administrative services and office space. Amounts incurred
under these agreements were $3,823,000 in 1999 and $3,883,000 in 1998.

The Company has marketing and administrative agreements with MetLife under which
the latter provides certain marketing and policyholder administration services.
Amounts incurred under these agreements were $7,405,000 in 1999 and $716,000 in
1998.

The Company has investment advisory agreements with Security First Investment
Management Corporation, a subsidiary of SFG. Fees of $5,681,000 and $5,772,000
were paid in 1999 and 1998, respectively, pursuant to these agreements.

In June 1999, the Company paid a dividend of $10,000,000 to its parent.

                                       15
<PAGE>

SECURITY FIRST LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 8 - OTHER COMPREHENSIVE INCOME (LOSS)

The following table sets forth the reclassification adjustments required to
avoid double-counting in other comprehensive income (loss) items that are
included as part of net income for the current year that have been reported as a
part of other comprehensive income (loss) in the current or prior year:

                                                        1999             1998
                                                    ------------    ------------
     Holding gains (losses) on investments
       arising during the year                      $   (59,183)    $    14,394
     Income tax effect of holding losses (gains)         20,714          (5,038)
     Reclassification adjustments:
       Realized gains on investments
         included in net income                          (2,875)        (25,010)
       Income tax effect of realized gains                1,006           8,754
                                                    ------------    ------------

         Net unrealized investment losses           $   (40,338)    $    (6,900)
                                                    ============    ============


NOTE 9 -- IMPACT OF YEAR 2000 (unaudited)

The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the Year 2000 issue and has
implemented a plan to resolve the issue. The Company believes that, with the
modifications made to existing software and conversions to new software and
hardware, the Year 2000 will not pose significant operational problems for the
Company's computer systems. However, there can be no assurances that the Year
2000 plan of the Company or that of its vendors or third parties have resolved
all Year 2000 issues.

                                       16

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
Security First Life Insurance Company:

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the Security First Life Separate Account A (the
"Separate Account") Series B, G, T, P, I, FA, FG, FI, FO, FM, SU, SV, AS, SI,
FC, FE, NG, NP, JW, MFSG, MFSR, MFND, AC, AB, AV, AI, FDE, FDH, FDA, FDG, OB,
OG, OM, OS, OSM, VKEM, VKER, and VKS, as of December 31, 1999, and the related
statements of operations for the year then ended (as to Series MFSG, MFSR, MFND,
AC, AB, AV, AI, FDE, FDH, FDA, FDG, OB, OG, OM, OS, OSM, VKEM, VKER, and VKS,
for the period from commencement of operations through December 31, 1999) and
statements of changes in net assets for the periods ended December 31, 1999 and
1998. These financial statements are the responsibility of the Separate
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective Series constituting
the Security First Life Separate Account A as of December 31, 1999, and the
results of their operations for the year then ended (as to Series MFSG, MFSR,
MFND, AC, AB, AV, AI, FDE, FDH, FDA, FDG, OB, OG, OM, OS, OSM, VKEM, VKER, and
VKS, for the period of commencement of operations through December 31, 1999) and
the changes in their net assets for the periods ended December 31, 1999 and
1998, in conformity with generally accepted accounting principles.

/S/ Deloitte & Touche LLP



Los Angeles, California
March 29, 2000

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999

<TABLE>
<CAPTION>

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

Investments

Security First Trust - Bond Series (6,786,583
  shares at net asset value of $3.71 per share;
  cost $27,106,455)                                   $  25,191,031

Security First Trust - T. Rowe Price Growth and
  Income Series (22,317,788 shares at net asset
  value of $16.15 per share; cost $334,640,818)                       $ 360,352,119

T. Rowe Price Growth Stock Fund, Inc. (3,788,676
  shares at net asset value of $33.27 per share;
  cost $105,815,581)                                                                  $ 126,049,240

T. Rowe Price Prime Reserve Fund, Inc. (1,108,929
  shares at net asset value of $1.00 per share;
  cost $1,108,929)                                                                                    $   1,108,929

T. Rowe Price International Stock Fund, Inc.
  (1,229,297 shares at net asset value of $19.03
  per share; cost $17,797,679)                                                                                        $  23,393,520

Receivable from Security First Life Insurance
  Company for purchases                                       6,922         132,359         123,242             255          58,609

Receivable from Mutual Funds                                  1,844          19,406

Other assets                                                  3,941          12,521
                                                      --------------  --------------  --------------  --------------  --------------

                                     TOTAL ASSETS        25,203,738     360,516,405     126,172,482       1,109,184      23,452,129


The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                                               1

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>

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


Payable to Security First Life Insurance Company
  for mortality and expense risk                      $      26,945   $     359,849   $      91,652   $         794   $      16,513

Payable to Security First Life Insurance Company
  for redemptions                                            11,917          47,957          30,481              17          44,810

Payable to Mutual Funds                                       6,787         144,335
                                                      --------------  --------------  --------------  --------------  --------------
                                TOTAL LIABILITIES            45,649         552,141         122,133             811          61,323


NET ASSETS

Cost to Investors

  Series B Accumulation Units                            27,073,513
  Series G Accumulation Units                                           334,252,963
  Series T Accumulation Units                                                           105,816,690
  Series P Accumulation Units                                                                             1,108,373
  Series I Accumulation Units                                                                                            17,794,965
                                                      --------------  --------------  --------------  --------------  --------------

Accumulated undistributed income (loss)
  Net unrealized appreciation (depreciation)             (1,915,424)     25,711,301      20,233,659                       5,595,841
                                                      --------------  --------------  --------------  --------------  --------------

             NET ASSETS APPLICABLE TO OUTSTANDING
                                 UNITS OF CAPITAL     $  25,158,089   $ 359,964,264   $ 126,050,349   $   1,108,373   $  23,390,806
                                                      ==============  ==============  ==============  ==============  ==============

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                           2

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                         Series B        Series G         Series T       Series P        Series I
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME


Dividends                                             $   1,403,470   $  22,170,067   $  17,837,321   $      45,456   $   1,206,085

Other investment income                                         332          25,546           1,991              40           9,136
                                                      --------------  --------------  --------------  --------------  --------------
                                                          1,403,802      22,195,613      17,839,312          45,496       1,215,221

EXPENSES

Charges for mortality and expense risk                      304,241       4,128,378         983,398           8,764         165,545
                                                      --------------  --------------  --------------  --------------  --------------
                            NET INVESTMENT INCOME         1,099,561      18,067,235      16,855,914          36,732       1,049,676

INVESTMENT GAINS (LOSSES)

  Realized investment gains                                 109,245      12,235,449       5,120,118                         710,854


  Change in unrealized appreciation (depreciation)
    on investments during the year                       (2,136,059)     (7,094,433)         69,326                       4,098,232
                                                      --------------  --------------  --------------  --------------  --------------

                    NET INVESTMENT GAINS (LOSSES)        (2,026,814)      5,141,016       5,189,444                       4,809,086
                                                      --------------  --------------  --------------  --------------  --------------

                INCREASE (DECREASE) IN NET ASSETS
                        RESULTING FROM OPERATIONS     $    (927,253)  $  23,208,251   $  22,045,358   $      36,732   $   5,858,762
                                                      ==============  ==============  ==============  ==============  ==============

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                           3

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

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

  Net investment income                               $   1,099,561   $  18,067,235   $  16,855,914   $      36,732   $   1,049,676

  Realized investment gains                                 109,245      12,235,449       5,120,118                         710,854

  Change in unrealized appreciation (depreciation)
    on investments during the year                       (2,136,059)     (7,094,433)         69,326                       4,098,232
                                                      --------------  --------------  --------------  --------------  --------------

    Increase (decrease) in net assets resulting
      from operations                                      (927,253)     23,208,251      22,045,358          36,732       5,858,762

Increase (decrease) in net assets resulting from
  capital unit transactions                               2,851,209      26,965,828        (910,355)        266,189         (67,784)
                                                      --------------  --------------  --------------  --------------  --------------

                     TOTAL INCREASE IN NET ASSETS         1,923,956      50,174,079      21,135,003         302,921       5,790,978

                  NET ASSETS AT BEGINNING OF YEAR        23,234,133     309,790,185     104,915,346         805,452      17,599,828
                                                      --------------  --------------  --------------  --------------  --------------

                        NET ASSETS AT END OF YEAR     $  25,158,089   $ 359,964,264   $ 126,050,349   $   1,108,373   $  23,390,806
                                                      ==============  ==============  ==============  ==============  ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                           4

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>

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

OPERATIONS

  Net investment income                               $     959,370   $  19,734,169   $  12,109,185   $      43,886   $     504,359

  Realized investment gains (losses)                        (19,304)      7,584,807       3,061,047                         843,474

  Change in unrealized appreciation (depreciation)
    on investments during the year                           84,731      (4,879,643)      6,257,690                         990,607
                                                      --------------  --------------  --------------  --------------  --------------

    Increase in net assets resulting from operations      1,024,797      22,439,333      21,427,922          43,886       2,338,440

Increase (decrease) in net assets resulting from
    capital unit transactions                             9,496,806      51,531,944       4,047,047        (394,702)       (664,319)
                                                      --------------  --------------  --------------  --------------  --------------

          TOTAL INCREASE (DECREASE) IN NET ASSETS        10,521,603      73,971,277      25,474,969        (350,816)      1,674,121

                  NET ASSETS AT BEGINNING OF YEAR        12,712,530     235,818,908      79,440,377       1,156,268      15,925,707
                                                      --------------  --------------  --------------  --------------  --------------

                        NET ASSETS AT END OF YEAR     $  23,234,133   $ 309,790,185   $ 104,915,346   $     805,452   $  17,599,828
                                                      ==============  ==============  ==============  ==============  ==============

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                           5

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                               Carrying      Unrealized
                                                                                Value        Appreciation        Cost
Series                    Name of Issue                         Shares         (Note A)     (Depreciation)     (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
   <S>  <C>                                                 <C>             <C>             <C>             <C>

   B    Security First Trust Bond Series -- capital shares      6,786,583   $  25,191,031   $  (1,915,424)  $  27,106,455

   G    Security First Trust T. Rowe Price Growth and Income
          Series -- capital shares                             22,317,788   $ 360,352,119   $  25,711,301   $ 334,640,818

   T    T. Rowe Price Growth Stock Fund, Inc. -- capital
          shares                                                3,788,676   $ 126,049,240   $  20,233,659   $ 105,815,581

   P    T. Rowe Price Prime Reserve Fund, Inc. -- capital
          shares                                                1,108,929   $   1,108,929                   $   1,108,929

   I    T. Rowe Price International Stock Fund, Inc. --
          capital shares                                        1,229,297   $  23,393,520   $   5,595,841   $  17,797,679




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

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

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

                                                           6

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series FA       Series FG       Series FI       Series FO       Series FM
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
ASSETS

Investments

  Fidelity Investments - VIP Asset Manager Portfolio
    (11,983,713 shares at net asset value of $18.67
    per share; cost $196,691,865)                     $ 223,735,920

  Fidelity Investments - VIP Growth Portfolio
    (8,205,473 shares at net asset value of $54.93
    per share; cost $294,648,053)                                     $ 450,726,640

  Fidelity Investments - VIP Index 500 Portfolio
    (1,821,921 shares at net asset value of $167.41
    per share; cost $220,681,467)                                                     $ 305,007,745

  Fidelity Investments - VIP Overseas Portfolio
    (947,964 shares at net asset value of $27.44 per
    share; cost $17,553,032)                                                                          $  26,012,138

  Fidelity Investments - VIP Money Market Portfolio
    (38,203,078 shares at net asset value of $1.00 per
    share; cost $38,203,078)                                                                                          $  38,203,078

Receivable from Security First Life Insurance Company
    for purchases                                            66,418         200,407         175,697           2,300         207,900

Receivable from Mutual Funds                                  5,775          15,876          43,752           2,610         122,960

Other assets                                                                 13,758           6,472           5,058         384,094
                                                      --------------  --------------  --------------  --------------  --------------

                                     TOTAL ASSETS       223,808,113     450,956,681     305,233,666      26,022,106      38,918,032
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                                           7

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series FA       Series FG       Series FI       Series FO       Series FM
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
LIABILITIES

  Payable to Security First Life Insurance Company
    for mortality and expense risk                    $     240,925   $     457,117   $     319,041   $      25,853   $      40,922

  Payable to Security First Life Insurance Company
    for redemptions                                          61,044          76,993         114,211           9,080          14,372

  Payable to Mutual Funds                                    33,076         153,684         423,027           3,232         144,229

  Other liabilities                                          13,336
                                                      --------------  --------------  --------------  --------------  --------------

                                TOTAL LIABILITIES           348,381         687,794         856,279          38,165         199,523


NET ASSETS

  Cost to Investors
    Series FA Accumulation Units                        196,415,677
    Series FG Accumulation Units                                        294,190,300
    Series FI Accumulation Units                                                        220,051,109
    Series FO Accumulation Units                                                                         17,524,835
    Series FM Accumulation Units                                                                                         38,718,509

  Accumulated undistributed income
    Net unrealized appreciation                          27,044,055     156,078,587      84,326,278       8,459,106
                                                      --------------  --------------  --------------  --------------  --------------

             NET ASSETS APPLICABLE TO OUTSTANDING
                                 UNITS OF CAPITAL     $ 223,459,732   $ 450,268,887   $ 304,377,387   $  25,983,941   $  38,718,509
                                                      ==============  ==============  ==============  ==============  ==============
</TABLE>

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

                                                           8

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series FA       Series FG       Series FI       Series FO       Series FM
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>

INVESTMENT INCOME

  Dividends                                           $  13,910,155   $  32,814,425   $   3,290,355   $     720,428   $   1,597,752

  Other investment income (expense)                          14,271         162,995          63,438           2,044          (9,555)
                                                      --------------  --------------  --------------  --------------  --------------
                                                         13,924,426      32,977,420       3,353,793         722,472       1,588,197

EXPENSES

  Charges for mortality and expense risk                  2,609,688       4,386,807       3,103,986         251,694         413,482
                                                      --------------  --------------  --------------  --------------  --------------
                            NET INVESTMENT INCOME        11,314,738      28,590,613         249,807         470,778       1,174,715

INVESTMENT GAINS

  Realized investment gains                               1,839,949       6,545,755       4,894,662         291,342

  Change in unrealized appreciation on investments
    during the year                                       6,030,115      77,794,347      38,917,297       6,748,247
                                                      --------------  --------------  --------------  --------------

                             NET INVESTMENT GAINS         7,870,064      84,340,102      43,811,959       7,039,589
                                                      --------------  --------------  --------------  --------------  --------------


            INCREASE IN NET ASSETS RESULTING FROM
                                       OPERATIONS     $  19,184,802   $ 112,930,715   $  44,061,766   $   7,510,367   $   1,174,715
                                                      ==============  ==============  ==============  ==============  ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                                           9

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series FA       Series FG       Series FI       Series FO       Series FM
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
OPERATIONS

  Net investment income                               $  11,314,738   $  28,590,613   $     249,807   $     470,778   $   1,174,715

  Realized investment gains                               1,839,949       6,545,755       4,894,662         291,342

  Change in unrealized appreciation on investments
    during the year                                       6,030,115      77,794,347      38,917,297       6,748,247
                                                      --------------  --------------  --------------  --------------  --------------

    Increase in net assets resulting from operations     19,184,802     112,930,715      44,061,766       7,510,367       1,174,715

Increase in net assets resulting from capital unit
    transactions                                         20,710,643      55,264,672      69,176,105         663,884       8,554,036
                                                      --------------  --------------  --------------  --------------  --------------

                     TOTAL INCREASE IN NET ASSETS        39,895,445     168,195,387     113,237,871       8,174,251       9,728,751

                  NET ASSETS AT BEGINNING OF YEAR       183,564,287     282,073,500     191,139,516      17,809,690      28,989,758
                                                      --------------  --------------  --------------  --------------  --------------

                        NET ASSETS AT END OF YEAR     $ 223,459,732   $ 450,268,887   $ 304,377,387   $  25,983,941   $  38,718,509
                                                      ==============  ==============  ==============  ==============  ==============


</TABLE>

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

                                                           10

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                        Series FA       Series FG       Series FI       Series FO       Series FM
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
OPERATIONS

  Net investment income                               $  15,390,502   $  22,846,012   $   2,345,354   $     990,905   $     991,930

  Realized investment gains                               1,136,760       3,658,231       1,872,638         274,752

  Change in unrealized appreciation on investments
    during the year                                       3,869,393      47,453,828      29,570,696         487,659
                                                      --------------  --------------  --------------  --------------  --------------

    Increase in net assets resulting from operations     20,396,655      73,958,071      33,788,688       1,753,316         991,930

Increase in net assets resulting from capital unit
    transactions                                         29,077,086      27,405,819      63,395,211         819,382       5,318,459
                                                      --------------  --------------  --------------  --------------  --------------

                     TOTAL INCREASE IN NET ASSETS        49,473,741     101,363,890      97,183,899       2,572,698       6,310,389


                  NET ASSETS AT BEGINNING OF YEAR       134,090,546     180,709,610      93,955,617      15,236,992      22,679,369
                                                      --------------  --------------  --------------  --------------  --------------

                        NET ASSETS AT END OF YEAR     $ 183,564,287   $ 282,073,500   $ 191,139,516   $  17,809,690   $  28,989,758
                                                      ==============  ==============  ==============  ==============  ==============


</TABLE>

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

                                                           11

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                                               Carrying
                                                                                Value         Unrealized         Cost
Series                Name of Issue                            Shares          (Note A)      Appreciation      (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
  <S>   <C>                                                    <C>          <C>             <C>             <C>


  FA    Fidelity Investments - VIP Asset Manager Portfolio
          -- capital shares                                    11,983,713   $ 223,735,920   $  27,044,055   $ 196,691,865

  FG    Fidelity Investments - VIP Growth Portfolio --
          capital shares                                        8,205,473   $ 450,726,640   $ 156,078,587   $ 294,648,053

  FI    Fidelity Investments - VIP Index 500 Portfolio --
          capital shares                                        1,821,921   $ 305,007,745   $  84,326,278   $ 220,681,467

  FO    Fidelity Investments - VIP Overseas Portfolio --
          capital shares                                          947,964   $  26,012,138   $   8,459,106   $  17,553,032

  FM    Fidelity Investments - VIP Money Market Portfolio
          -- capital shares                                    38,203,078   $  38,203,078                   $  38,203,078



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

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

</TABLE>


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

                                                           12

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                             Series SU       Series SV      Series AS      Series SI      Series FC     Series FE
                                           -------------- -------------- -------------- -------------- -------------- --------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
ASSETS

Investments

  Security First Trust - U.S. Government
     Income Series (6,683,726 shares at
     net asset value of $4.82 per share;
     cost $34,990,320)                     $  32,228,326

  Security First Trust - Equity Series
     (6,856,873 shares at net asset value
     of $9.21 per share; cost $49,019,414)                $  63,145,367

  Alger American Small Capitalization
     Portfolio (1,583,775 shares at net
     asset value of $55.15 per share;
     cost $64,184,217)                                                   $  87,345,018

  Scudder International Portfolio (933,038
     shares at net asset value of $20.34
     per share; cost $13,538,450)                                                       $  18,977,998

  Fidelity Investments - VIP Contrafund Portfolio
     (7,543,733 shares at net asset value of $29.15
     per share; cost $151,078,515)                                                                     $ 219,899,818

  Fidelity Investments - VIP Equity Income Portfolio
     (1,422,609 shares at net asset value of $25.71
     per share; cost $33,137,890)                                                                                     $  36,575,287

Receivable from Security First Life
  Insurance Company for purchases                                   430         74,938         32,675        164,742

Receivable from mutual funds                       7,046         12,567            979            287                        16,040

Other assets                                       3,941            351          5,548        221,871         26,216
                                           -------------- -------------- -------------- -------------- -------------- --------------

                            TOTAL ASSETS      32,239,313     63,158,715     87,426,483     19,232,831    220,090,776     36,591,327
</TABLE>

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

                                                           13

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                             Series SU       Series SV      Series AS      Series SI      Series FC     Series FE
                                           -------------- -------------- -------------- -------------- -------------- --------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
LIABILITIES

  Payable to Security First Life
     Insurance Company for mortality and
     expense risk                          $      34,683  $      64,047  $     120,987  $      21,325  $     239,292  $      42,963

  Payable to Security First Life
     Insurance Company for redemptions            12,954         15,337         18,546          1,439         52,512         22,254

  Payable to Mutual Funds                                                       19,541        119,156        149,201

  Other liabilities                                   71                                                                     13,667
                                           -------------- -------------- -------------- -------------- -------------- --------------
                       TOTAL LIABILITIES          47,708         79,384        159,074        141,920        441,005         78,884


NET ASSETS

  Cost to Investors
     Series SU Accumulation Units             34,953,599
     Series SV Accumulation Units                            48,953,378
     Series AS Accumulation Units                                           64,106,608
     Series SI Accumulation Units                                                          13,651,363
     Series FC Accumulation Units                                                                        150,828,468
     Series FE Accumulation Units                                                                                        33,075,046

   Accumulated undistributed income (loss)
     Net unrealized appreciation
       (depreciation)                         (2,761,994)    14,125,953     23,160,801      5,439,548     68,821,303      3,437,397
                                           -------------- -------------- -------------- -------------- -------------- --------------

    NET ASSETS APPLICABLE TO OUTSTANDING
                        UNITS OF CAPITAL   $  32,191,605  $  63,079,331  $  87,267,409  $  19,090,911  $ 219,649,771  $  36,512,443
                                           ============== ============== ============== ============== ============== ==============


</TABLE>

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

                                                           14

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                             Series SU       Series SV      Series AS      Series SI      Series FC     Series FE
                                           -------------- -------------- -------------- -------------- -------------- --------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>

INVESTMENT INCOME

  Dividends                                $   1,835,812  $   2,074,076  $   7,425,518  $   1,048,038  $   5,840,616  $   1,457,862

  Other investment income (expense)                2,878         (9,816)        41,563         28,489         46,296          5,211
                                           -------------- -------------- -------------- -------------- -------------- --------------

                                               1,838,690      2,064,260      7,467,081      1,076,527      5,886,912      1,463,073

EXPENSES

  Charges for mortality and expense risk         415,652        720,902        866,065        164,346      2,336,657        479,910
                                           -------------- -------------- -------------- -------------- -------------- --------------

                   NET INVESTMENT INCOME       1,423,038      1,343,358      6,601,016        912,181      3,550,255        983,163

INVESTMENT GAINS (LOSSES)

  Realized investment gains                       54,787      2,002,168        454,345        142,518        916,728        456,712

  Change in unrealized appreciation
     (depreciation) on investments during
     the year                                 (2,770,882)     7,136,550     18,105,055      4,956,713     33,147,421        (25,221)
                                           -------------- -------------- -------------- -------------- -------------- --------------

           NET INVESTMENT GAINS (LOSSES)      (2,716,095)     9,138,718     18,559,400      5,099,231     34,064,149        431,491
                                           -------------- -------------- -------------- -------------- -------------- --------------

       INCREASE (DECREASE) IN NET ASSETS
               RESULTING FROM OPERATIONS   $  (1,293,057) $  10,482,076  $  25,160,416  $   6,011,412  $  37,614,404  $   1,414,654
                                           ============== ============== ============== ============== ============== ==============

</TABLE>

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

                                                           15

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                             Series SU       Series SV      Series AS      Series SI      Series FC     Series FE
                                           -------------- -------------- -------------- -------------- -------------- --------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS

  Net investment income                    $   1,423,038  $   1,343,358  $   6,601,016  $     912,181  $   3,550,255  $     983,163

  Realized investment gains                       54,787      2,002,168        454,345        142,518        916,728        456,712

  Change in unrealized appreciation
     (depreciation) on investments during
     the year                                 (2,770,882)     7,136,550     18,105,055      4,956,713     33,147,421        (25,221)
                                           -------------- -------------- -------------- -------------- -------------- --------------

     Increase (decrease) in net assets
       resulting from operations              (1,293,057)    10,482,076     25,160,416      6,011,412     37,614,404      1,414,654

Increase (decrease) in net assets
  resulting from capital unit transactions      (635,379)    (4,085,736)     5,738,963      3,642,268     43,076,409      5,391,237
                                           -------------- -------------- -------------- -------------- -------------- --------------
 TOTAL INCREASE (DECREASE) IN NET ASSETS      (1,928,436)     6,396,340     30,899,379      9,653,680     80,690,813      6,805,891

         NET ASSETS AT BEGINNING OF YEAR      34,120,041     56,682,991     56,368,030      9,437,231    138,958,958     29,706,552
                                           -------------- -------------- -------------- -------------- -------------- --------------

               NET ASSETS AT END OF YEAR   $  32,191,605  $  63,079,331  $  87,267,409  $  19,090,911  $ 219,649,771  $  36,512,443
                                           ============== ============== ============== ============== ============== ==============



</TABLE>

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

                                                           16

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                             Series SU       Series SV      Series AS      Series SI      Series FC     Series FE
                                           -------------- -------------- -------------- -------------- -------------- --------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS

  Net investment income                    $   2,006,461  $   8,449,826  $   5,541,957  $     801,671  $   3,329,753  $     844,085

  Realized investment gains                      470,994      2,605,216        102,996         64,102        366,723        138,866

  Change in unrealized appreciation
     (depreciation) on investments during
     the year                                   (431,106)      (368,196)     1,125,962        276,761     23,673,455      1,165,945
                                           -------------- -------------- -------------- -------------- -------------- --------------

  Increase in net assets resulting from
     operations                                2,046,349     10,686,846      6,770,915      1,142,534     27,369,931      2,148,896

Increase (decrease) in net assets
  resulting from capital unit transactions    (2,489,172)    (7,205,804)     8,370,663      1,953,836     36,638,201     10,085,157
                                           -------------- -------------- -------------- -------------- -------------- --------------

 TOTAL INCREASE (DECREASE) IN NET ASSETS        (442,823)     3,481,042     15,141,578      3,096,370     64,008,132     12,234,053

         NET ASSETS AT BEGINNING OF YEAR      34,562,864     53,201,949     41,226,452      6,340,861     74,950,826     17,472,499
                                           -------------- -------------- -------------- -------------- -------------- --------------

               NET ASSETS AT END OF YEAR   $  34,120,041  $  56,682,991  $  56,368,030  $   9,437,231  $ 138,958,958  $  29,706,552
                                           ============== ============== ============== ============== ============== ==============

</TABLE>

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

                                                           17

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                             Carrying        Unrealized
                                                                               Value         Appreciation         Cost
Series                   Name of Issue                         Shares         (Note A)      (Depreciation)     (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
  <S>   <C>                                                    <C>          <C>             <C>             <C>

  SU    Security First Trust U.S. Government Income Series
          -- capital shares                                     6,683,726   $  32,228,326   $  (2,761,994)  $  34,990,320

  SV    Security First Trust Equity Series -- capital shares    6,856,873   $  63,145,367   $  14,125,953   $  49,019,414

  AS    Alger American Small Capitalization Portfolio --
          capital shares                                        1,583,775   $  87,345,018   $  23,160,801   $  64,184,217

  SI    Scudder International Portfolio -- capital shares         933,038   $  18,977,998   $   5,439,548   $  13,538,450

  FC    Fidelity Investments - VIP Contrafund Portfolio --
          capital shares                                        7,543,733   $ 219,899,818   $  68,821,303   $ 151,078,515

  FE    Fidelity Investments - VIP Equity Income Portfolio
          -- capital shares                                     1,422,609   $  36,575,287   $   3,437,397   $  33,137,890



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

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

</TABLE>

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

                                                           18

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series NG       Series NP       Series JW      Series MFSG*    Series MFSR*
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
ASSETS

Investments

   Neuberger & Berman Genesis Trust
     (53,022 shares at net asset value of $21.04
     per share; cost $1,119,103)                      $   1,115,589

   Neuberger & Berman Partner's Trust
     (96,619 shares at net asset value of $17.98
     per share; cost $1,796,480)                                      $   1,737,205

   Janus Aspen Worldwide Growth Portfolio
     (113,519 shares at net asset value of $47.75
     per share; cost $3,575,840)                                                      $   5,420,546

   MFS Growth with Income Series (491 shares at net
     asset value of $21.31 per share; cost $10,041)                                                   $      10,463

   MFS Research Series (637 shares at net asset
     value of $23.34 per share; cost $14,304)                                                                         $      14,879


Receivable from Security First Life Insurance
     Company for purchases                                                                    4,483                              56

Other assets                                                                                                                  4,010
                                                      --------------  --------------  --------------  --------------  --------------
                                     TOTAL ASSETS         1,115,589       1,737,205       5,425,029          10,463          18,945
</TABLE>


*Series MFSG and MFSR commenced operations during 1999.

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

                                                           19

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series NG       Series NP       Series JW      Series MFSG*    Series MFSR*
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
LIABILITIES

  Payable to Security First Life Insurance Company
     for mortality and expense risk                   $         816   $       1,293   $       3,600   $          11   $          12

  Payable to Mutual Funds                                       110             459           2,879                           4,010
                                                      --------------  --------------  --------------  --------------  --------------

                                TOTAL LIABILITIES               926           1,752           6,479              11           4,022


NET ASSETS

   Cost to Investors
     Series NG Accumulation Units                         1,118,177
     Series NP Accumulation Units                                         1,794,728
     Series JW Accumulation Units                                                         3,573,844
     Series MFSG Accumulation Units                                                                          10,030
     Series MFSR Accumulation Units                                                                                          14,348

   Accumulated undistributed income (loss)
     Net unrealized appreciation (depreciation)              (3,514)        (59,275)      1,844,706             422             575
                                                      --------------  --------------  --------------  --------------  --------------

             NET ASSETS APPLICABLE TO OUTSTANDING

                                 UNITS OF CAPITAL     $   1,114,663   $   1,735,453   $   5,418,550   $      10,452   $      14,923
                                                      ==============  ==============  ==============  ==============  ==============


</TABLE>


*Series MFSG and MFSR commenced operations during 1999.

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

                                                           20

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                         Series NG       Series NP      Series JW      Series MFSG*    Series MFSR*
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME

  Dividends                                           $       5,824   $     129,575   $       5,329

  Other investment income (expense)                            (792)         (3,179)         (4,041)              1              55
                                                      --------------  --------------  --------------  --------------  --------------

                                                              5,032         126,396           1,288               1              55

EXPENSES

  Charges for mortality and expense risk                      9,116          14,335          26,189              12              12
                                                      --------------  --------------  --------------  --------------  --------------

                     NET INVESTMENT INCOME (LOSS)            (4,084)        112,061         (24,901)            (11)             43

INVESTMENT GAINS (LOSSES)

  Realized investment gains (losses)                        (43,186)          6,155          68,675                             253

  Change in unrealized appreciation (depreciation)
     on investments during the period                        71,114         (18,909)      1,768,384             422             575
                                                      --------------  --------------  --------------  --------------  --------------

                    NET INVESTMENT GAINS (LOSSES)            27,928         (12,754)      1,837,059             422             828
                                                      --------------  --------------  --------------  --------------  --------------

 INCREASE IN NET ASSETS RESULTING FROM OPERATIONS     $      23,844   $      99,307   $   1,812,158   $         411   $         871
                                                      ==============  ==============  ==============  ==============  ==============
</TABLE>


*Series MFSG and MFSR commenced operations during 1999.

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

                                                           21

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                         Series NG       Series NP      Series JW      Series MFSG*    Series MFSR*
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
OPERATIONS

  Net investment income (loss)                        $      (4,084)  $     112,061   $    (24,901)   $        (11)   $          43

  Realized investment gains (losses)                        (43,186)          6,155          68,675                             253

  Change in unrealized appreciation (depreciation)
     on investments during the period                        71,114         (18,909)      1,768,384             422             575
                                                      --------------  --------------  --------------  --------------  --------------
     Increase in net assets resulting from operations        23,844          99,307       1,812,158             411             871

Increase (decrease) in net assets resulting from
  capital unit transactions                                 (44,802)        200,852       1,939,234          10,041          14,052
                                                      --------------  --------------  --------------  --------------  --------------
          TOTAL INCREASE (DECREASE) IN NET ASSETS           (20,958)        300,159       3,751,392          10,452          14,923

                NET ASSETS AT BEGINNING OF PERIOD         1,135,621       1,435,294       1,667,158
                                                      --------------  --------------  --------------  --------------  --------------

                      NET ASSETS AT END OF PERIOD     $   1,114,663   $   1,735,453   $   5,418,550   $      10,452   $      14,923
                                                      ==============  ==============  ==============  ==============  ==============
</TABLE>


*Series MFSG and MFSR commenced operations during 1999.

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

                                                           22

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

PERIOD ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                         Series NG*      Series NP*     Series JW*
                                                      --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>
OPERATIONS

  Net investment income                               $      14,537   $      34,456   $      27,048

  Realized investment gains (losses)                         (7,460)          9,874            (908)

  Change in unrealized appreciation (depreciation)
     on investments during the period                       (74,629)        (40,364)         76,323
                                                      --------------  --------------  --------------
     Increase (decrease) in net assets results from
       operations                                           (67,552)          3,966         102,463

Increase in net assets resulting from capital
  unit transactions                                       1,203,173       1,431,328       1,564,695
                                                      --------------  --------------  --------------
                     TOTAL INCREASE IN NET ASSETS         1,135,621       1,435,294       1,667,158

                NET ASSETS AT BEGINNING OF PERIOD
                                                      --------------  --------------  --------------
                      NET ASSETS AT END OF PERIOD     $   1,135,621   $   1,435,294   $   1,667,158
                                                      ==============  ==============  ==============




*Series NG and NP commenced operations on January 9, 1998; Series JW commenced
operations on January 8, 1998.
</TABLE>

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

                                                           23

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                             Carrying        Unrealized
                                                                               Value         Appreciation        Cost
Series                   Name of Issue                         Shares         (Note A)      (Depreciation)     (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
<S>     <C>                                                    <C>          <C>             <C>             <C>


  NG    Neuberger & Berman Genesis Trust -- capital shares      53,022      $   1,115,589   $      (3,514)  $   1,119,103

  NP    Neuberger & Berman Partners Trust -- capital shares     96,619      $   1,737,205   $     (59,275)  $   1,796,480

  JW    Janus Aspen Worldwide Growth Portfolio -- capital
          shares                                               113,519      $   5,420,546   $   1,844,706   $   3,575,840

MFSG    MFS Growth with Income Series -- capital shares            491      $      10,463   $         422   $      10,041

MFSR    MFS Research Series -- capital shares                      637      $      14,879   $         575   $      14,304



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

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

</TABLE>


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

                                                           24

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series AC*      Series AB*      Series AV*      Series AI*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
ASSETS

Investments

   AIM VI Capital Appreciation Fund
     (630 shares at net asset value of $35.58
     per share; cost $20,091)                         $      22,398

   AIM VI Balanced Fund
     (8,678 shares at net asset value of $13.04
     per share; cost $103,903)                                        $     113,162

   AIM VI Value Fund
     (6,629 shares at net asset value of $33.50
     per share; cost $213,485)                                                        $     222,069

   AIM VI International Equity Fund
     (1,186 shares at net asset value of $29.29
     per share; cost $31,910)                                                                         $      34,732

Receivable from Security First Life Insurance
     Company for purchases                                      350                           2,211             350

Other assets                                                                                  8,521           6,516
                                                      --------------  --------------  --------------  --------------

                                     TOTAL ASSETS            22,748         113,162         232,801          41,598
</TABLE>


*Series AC, AB, AV and AI commenced operations during 1999.

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

                                                           25

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series AC*      Series AB*      Series AV*      Series AI*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
LIABILITIES

   Payable to Security First Life Insurance Company
     for mortality and expense risk                   $          15   $         120   $        150    $          29

   Payable to Security First Life Insurance Company                                             14

   Payable to Mutual Funds                                                                    8,507           6,516
                                                      --------------  --------------  --------------  --------------

                                TOTAL LIABILITIES                15             120           8,671           6,545


NET ASSETS

   Cost to Investors
     Series AC Accumulation Units                            20,426
     Series AB Accumulation Units                                           103,783
     Series AV Accumulation Units                                                           215,546
     Series AI Accumulation Units                                                                            32,231

   Accumulated undistributed income
     Net unrealized appreciation                              2,307           9,259           8,584           2,822
                                                      --------------  --------------  --------------  --------------

             NET ASSETS APPLICABLE TO OUTSTANDING
                                 UNITS OF CAPITAL     $      22,733   $     113,042   $     224,130   $      35,053
                                                      ==============  ==============  ==============  ==============

*Series AC, AB, AV and AI commenced operations during 1999.
</TABLE>

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

                                                           26

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                         Series AC*      Series AB*      Series AV*     Series AI*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
INVESTMENT INCOME

   Dividends                                          $         215   $       1,778   $       1,594   $         841

   Other investment income                                      350             347           2,261             618
                                                      --------------  --------------  --------------  --------------

                                                                565           2,125           3,855           1,459

EXPENSES

   Charges for mortality and expense risk                        25             321             319              47
                                                      --------------  --------------  --------------  --------------

                            NET INVESTMENT INCOME               540           1,804           3,536           1,412

INVESTMENT GAINS (LOSSES)

   Realized investment gains (losses)                                          (153)          4,557           1,530

   Change in unrealized appreciation on investments
     during the period                                        2,307           9,259           8,584           2,822
                                                      --------------  --------------  --------------  --------------
                             NET INVESTMENT GAINS             2,307           9,106          13,141           4,352
                                                      --------------  --------------  --------------  --------------

                 INCREASE IN NET ASSETS RESULTING
                                  FROM OPERATIONS     $       2,847   $      10,910   $      16,677   $       5,764
                                                      ==============  ==============  ==============  ==============


*Series AC, AB, AV and AI commenced operations during 1999.
</TABLE>

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

                                                           27

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series AC*      Series AB*      Series AV*       Series AI*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
OPERATIONS

   Net investment income                              $         540   $       1,804   $       3,536   $       1,412

   Realized investment gains (losses)                                          (153)          4,557           1,530

   Change in unrealized appreciation on investments
     during the period                                        2,307           9,259           8,584           2,822
                                                      --------------  --------------  --------------  --------------
     Increase in net assets resulting from operations         2,847          10,910          16,677           5,764

Increase in net assets resulting from capital unit
     transactions                                            19,886         102,132         207,453          29,289
                                                      --------------  --------------  --------------  --------------

                     TOTAL INCREASE IN NET ASSETS            22,733         113,042         224,130          35,053

                NET ASSETS AT BEGINNING OF PERIOD
                                                      --------------  --------------  --------------  --------------
                      NET ASSETS AT END OF PERIOD     $      22,733   $     113,042   $     224,130   $      35,053
                                                      ==============  ==============  ==============  ==============





*Series AC, AB, AV and AI commenced operations during 1999.
</TABLE>

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

                                                           28

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                             Carrying
                                                                               Value         Unrealized           Cost
Series                   Name of Issue                         Shares         (Note A)       Appreciation       (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
  <S>   <C>                                                    <C>          <C>             <C>             <C>

  AC    AIM VI Capital Appreciation Fund -- capital shares            630   $      22,398   $       2,307   $      20,091

  AB    AIM VI Balanced Fund -- capital shares                      8,678   $     113,162   $       9,259   $     103,903

  AV    AIM VI Value Fund -- capital shares                         6,629   $     222,069   $       8,584   $     213,485

  AI    AIM VI International Equity Fund -- capital shares          1,186   $      34,732   $       2,822   $      31,910




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

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

</TABLE>


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

                                                           29

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                        Series FDE*    Series FDH*     Series FDA*     Series FDG*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
ASSETS

Investments

   Federated Equity Income Fund II
     (2,082 shares at net asset value of $16.28
     per share; cost $31,348)                         $      33,901

   Federated High Income Bond Fund II
     (7,350 shares at net asset value of $10.24
     per share; cost $74,968)                                         $      75,269

   Federated American Leaders Fund II
     (2,942 shares at net asset value of $20.82
     per share; cost $59,186)                                                         $     61,254

   Federated Growth Strategy Fund II
     (5,316 shares at net asset value of $30.88
     per share; cost $130,036)                                                                        $     164,150

Receivable from Security First Life Insurance
     Company for purchases                                                      228

Other assets                                                                    189
                                                      --------------  --------------  --------------  --------------

                                     TOTAL ASSETS            33,901          75,686          61,254         164,150
</TABLE>

*Series FDE, FDH, FDA and FDG commenced operations during 1999.

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

                                                      30

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                        Series FDE*    Series FDH*     Series FDA*     Series FDG*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
LIABILITIES

  Payable to Security First Life Insurance Company
     for mortality and expense risk                   $          36   $          69   $          56   $         160

  Payable to Security First Life Insurance Company                              189              13              16
                                                      --------------  --------------  --------------  --------------

                                TOTAL LIABILITIES                36             258              69             176


NET ASSETS

  Cost to Investors
     Series FDE Accumulation Units                          31,312
     Series FDH Accumulation Units                                           75,127
     Series FDA Accumulation Units                                                           59,117
     Series FDG Accumulation Units                                                                          129,860

  Accumulated undistributed income
     Net unrealized appreciation                              2,553             301           2,068          34,114
                                                      --------------  --------------  --------------  --------------

             NET ASSETS APPLICABLE TO OUTSTANDING
                                 UNITS OF CAPITAL     $      33,865   $      75,428   $      61,185   $     163,974
                                                      ==============  ==============  ==============  ==============

</TABLE>


*Series FDE, FDH, FDA and FDG commenced operations during 1999.

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

                                                      31

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                        Series FDE*    Series FDH*     Series FDA*     Series FDG*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
INVESTMENT INCOME

  Other investment income                             $          71   $         242                   $         357
                                                      --------------  --------------                  --------------
                                                                 71             242                             357

EXPENSES

  Charges for mortality and expense risk                        120             132   $         113             386
                                                      --------------  --------------  --------------  --------------

                     NET INVESTMENT INCOME (LOSS)               (49)            110            (113)            (29)

INVESTMENT GAINS

  Realized investment gains                                                     215

  Change in unrealized appreciation on investments
     during the period                                        2,553             301           2,068          34,114
                                                      --------------  --------------  --------------  --------------
                             NET INVESTMENT GAINS             2,553             516           2,068          34,114
                                                      --------------  --------------  --------------  --------------
                 INCREASE IN NET ASSETS RESULTING
                                  FROM OPERATIONS     $       2,504   $         626   $       1,955   $      34,085
                                                      ==============  ==============  ==============  ==============

*Series FDE, FDH, FDA and FDG commenced operations during 1999.
</TABLE>

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

                                                      32

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                        Series FDE*    Series FDH*     Series FDA*     Series FDG*
                                                      --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>
OPERATIONS

  Net investment income (loss)                        $         (49)  $         110   $        (113)  $         (29)

  Realized investment gains                                                     215

  Change in unrealized appreciation on
     investments during the period                            2,553             301           2,068          34,114
                                                      --------------  --------------  --------------  --------------

     Increase in net assets resulting from
       operations                                             2,504             626           1,955          34,085

Increase in net assets resulting from capital
     unit transactions                                       31,361          74,802          59,230         129,889
                                                      --------------  --------------  --------------  --------------

                     TOTAL INCREASE IN NET ASSETS            33,865          75,428          61,185         163,974

                NET ASSETS AT BEGINNING OF PERIOD
                                                      --------------  --------------  --------------  --------------
                      NET ASSETS AT END OF PERIOD     $      33,865   $      75,428   $      61,185   $     163,974
                                                      ==============  ==============  ==============  ==============




*Series FDE, FDH, FDA and FDG commenced operations during 1999.
</TABLE>

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

                                                      33

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                             Carrying
                                                                               Value         Unrealized           Cost
Series                   Name of Issue                         Shares         (Note A)       Appreciation       (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
 <S>    <C>                                                     <C>         <C>             <C>             <C>

 FDE    Federated Equity Income Fund II -- capital shares       2,082       $      33,901   $       2,553   $      31,348

 FDH    Federated High Income Bond Fund II -- capital shares    7,350       $      75,269   $         301   $      74,968

 FDA    Federated American Leaders Fund II -- capital shares    2,942       $      61,254   $       2,068   $      59,186

 FDG    Federated Growth Strategy Fund II -- capital shares     5,316       $     164,150   $      34,114   $     130,036



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

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

</TABLE>


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

                                                           34

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series OB*      Series OG*      Series OM*      Series OS*      Series OSM*
                                                      --------------  --------------  --------------  --------------  --------------
ASSETS

<S>                                                   <C>             <C>             <C>              <C>            <C>
Investments

  Oppenheimer Bond Fund (694 shares at net asset
     value of $11.52 per share; cost $8,009)          $       8,001

  Oppenheimer Main Street Growth and Income Fund
     (5,945 shares at net asset value of $24.63 per
     share; cost $138,157)                                            $     146,424

  Oppenheimer Money Fund (365,850 shares at net
     asset value of $1.00 per share; cost $365,850)                                   $     365,850

  Oppenheimer Strategic Bond Fund (2,565 shares
     at net asset value of $4.97 per share; cost
     $12,721)                                                                                         $      12,749

  Oppenheimer Small Capital Growth Fund (3,426
     shares at net asset value of $14.07 per share;
     cost $39,950)                                                                                                    $      48,200

Dividends receivable                                                                          2,833

Receivable from Security First Life Insurance Company
  for purchases                                                                  88                                           1,006

Other assets                                                  3,007           6,015          35,086           2,006
                                                      --------------  --------------  --------------  --------------  --------------

                                     TOTAL ASSETS            11,008         152,527         403,769          14,755          49,206


*Series OB, OG, OM, OS and OSM commenced operations during 1999.
</TABLE>

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

                                                           35

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series OB*      Series OG*      Series OM*      Series OS*      Series OSM*
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
LIABILITIES

  Payable to Security First Life Insurance Company
     for mortality and expense risk                   $           6   $         125   $         574   $          11   $          49

  Payable to Security First Life Insurance
     Company for redemptions                                                     14                                              69

  Payable to Mutual Funds                                     3,006           6,015          35,086           2,006

  Other liabilities                                                                              17
                                                      --------------  --------------  --------------  --------------  --------------
                                TOTAL LIABILITIES             3,012           6,154          35,677           2,017             118


NET ASSETS

  Cost to Investors
     Series OB Accumulation Units                             8,004
     Series OG Accumulation Units                                           138,106
     Series OM Accumulation Units                                                           368,092
     Series OS Accumulation Units                                                                            12,710
     Series OSM Accumulation Units                                                                                           40,838

  Accumulated undistributed income (loss)
     Net unrealized appreciation (depreciation)                  (8)          8,267                              28           8,250
                                                      --------------  --------------  --------------  --------------  --------------

             NET ASSETS APPLICABLE TO OUTSTANDING
                                 UNITS OF CAPITAL     $       7,996   $     146,373   $     368,092   $      12,738   $      49,088
                                                      ==============  ==============  ==============  ==============  ==============

*Series OB, OG, OM, OS and OSM commenced operations during 1999.
</TABLE>

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

                                                           36

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series OB*      Series OG*      Series OM*      Series OS*      Series OSM*
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME

  Dividends                                                                           $       4,865

  Other investment income                             $           1   $         175             607   $          70   $       2,608
                                                      --------------  --------------  --------------  --------------  --------------
                                                                  1             175           5,472              70           2,608

EXPENSES

  Charges for mortality and expense risk                          6             290           1,374              22              87
                                                      --------------  --------------  --------------  --------------  --------------

                     NET INVESTMENT INCOME (LOSS)                (5)           (115)          4,098              48           2,521

INVESTMENT GAINS (LOSSES)

  Realized investment gains (losses)                            (13)            317                              57           1,183

  Change in unrealized appreciation (depreciation)
     on investments during the period                            (8)          8,267                              28           8,250
                                                      --------------  --------------                  --------------  --------------
                    NET INVESTMENT GAINS (LOSSES)               (21)          8,584                              85           9,433
                                                      --------------  --------------  --------------  --------------  --------------

      INCREASE (DECREASE) IN NET ASSETS RESULTING
                                  FROM OPERATIONS     $         (26)  $       8,469   $       4,098   $         133   $      11,954
                                                      ==============  ==============  ==============  ==============  ==============


*Series OB, OG, OM, OS and OSM commenced operations during 1999.
</TABLE>

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

                                                           37

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                        Series OB*      Series OG*      Series OM*      Series OS*      Series OSM*
                                                      --------------  --------------  --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
OPERATIONS

  Net investment income (loss)                        $          (5)  $        (115)  $       4,098              48           2,521

  Realized investment gains (losses)                            (13)            317                              57           1,183

  Change in unrealized appreciation (depreciation)
     on investments during the period                            (8)          8,267                              28           8,250
                                                      --------------  --------------  --------------  --------------  --------------
     Increase (decrease) in net assets resulting
       from operations                                          (26)          8,469           4,098             133          11,954

Increase in net assets resulting from capital
     unit transactions                                        8,022         137,904         363,994          12,605          37,134
                                                      --------------  --------------  --------------  --------------  --------------

                     TOTAL INCREASE IN NET ASSETS             7,996         146,373         368,092          12,738          49,088

                NET ASSETS AT BEGINNING OF PERIOD
                                                      --------------  --------------  --------------  --------------  --------------
                      NET ASSETS AT END OF PERIOD     $       7,996   $     146,373   $     368,092   $      12,738   $      49,088
                                                      ==============  ==============  ==============  ==============  ==============






*Series OB, OG, OM, OS and OSM commenced operations during 1999.
</TABLE>

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

                                                           38

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                             Carrying        Unrealized
                                                                               Value         Appreciation         Cost
Series                   Name of Issue                         Shares         (Note A)      (Depreciation)      (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
 <S>    <C>                                                     <C>         <C>             <C>             <C>

 OB     Oppenheimer Bond Fund -- capital shares                       694   $       8,001   $          (8)  $       8,009

 OG     Oppenheimer Main Street Growth & Income --
          capital shares                                            5,945   $     146,424   $       8,267   $     138,157

 OM     Oppenheimer Money Fund -- capital shares                  365,850   $     365,850                   $     365,850

 OS     Oppenheimer Strategic Bond Fund -- capital shares           2,565   $      12,749   $          28   $      12,721

 OSM    Oppenheimer Small Capital Growth Fund -- capital
          shares                                                    3,426   $      48,200   $       8,250   $      39,950



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

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

</TABLE>




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

                                                      39

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                       Series VKEM*    Series VKER*    Series VKS*
                                                      --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>
ASSETS

Investments

   Van Kampen Emerging Growth Portfolio
     (408 shares at net asset value of $46.23
     per share; cost $17,630)                         $      18,860

   Van Kampen Enterprise Portfolio
     (78 shares at net asset value of $26.11
     per share; cost $2,025)                                          $       2,025

   Van Kampen Strategic Stock Portfolio
     (255 shares at net asset value of $11.73
     per share; cost $3,009)                                                          $       2,986

Receivable from Security First Life Insurance
     Company for purchases                                      131              11

Other assets                                                                  2,004
                                                      --------------  --------------  --------------
                                     TOTAL ASSETS            18,991           4,040           2,986

</TABLE>


*Series VKEM, VKER, and VKS commenced operations during 1999.

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

                                                           40

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                       Series VKEM*    Series VKER*    Series VKS*
                                                      --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>
LIABILITIES

  Payable to Security First Life Insurance
     Company for mortality and expense risk           $          7                    $           4

  Payable to Mutual Funds                                     3,006   $       2,005

  Other liabilities                                           1,316
                                                      --------------  --------------  --------------

TOTAL LIABILITIES                                             4,329           2,005               4


NET ASSETS

   Cost to Investors
     Series VKEM Accumulation Units                          13,432
     Series VKER Accumulation Units                                           2,035
     Series VKS Accumulation Units                                                            3,005

   Accumulated undistributed income (loss)
     Net unrealized appreciation (depreciation)               1,230                             (23)
                                                      --------------  --------------  --------------

             NET ASSETS APPLICABLE TO OUTSTANDING
                                 UNITS OF CAPITAL     $      14,662   $       2,035   $       2,982
                                                      ==============  ==============  ==============

</TABLE>


*Series VKEM, VKER, and VKS commenced operations during 1999.

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

                                                           41

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                       Series VKEM*    Series VKER*    Series VKS*
                                                      --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>
INVESTMENT INCOME

  Other investment income                             $         131   $          11
                                                      --------------  --------------

                                                                131              11

EXPENSES

  Charges for mortality and expense risk                          6                   $           4
                                                      --------------  --------------  --------------

                     NET INVESTMENT INCOME (LOSS)               125              11              (4)


INVESTMENT GAINS (LOSSES)

  Realized investment gains                                                      20

  Change in unrealized appreciation (depreciation)
     on investments during the period                         1,230                             (23)
                                                      --------------  --------------  --------------

                    NET INVESTMENT GAINS (LOSSES)             1,230              20             (23)
                                                      --------------  --------------  --------------
      INCREASE (DECREASE) IN NET ASSETS RESULTING
                                  FROM OPERATIONS     $       1,355   $          31   $         (27)
                                                      ==============  ==============  ==============
</TABLE>



*Series VKEM, VKER, and VKS commenced operations during 1999.

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

                                                           42

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                       Series VKEM*    Series VKER*    Series VKS*
                                                      --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>

OPERATIONS

  Net investment income (loss)                        $         125   $          11   $          (4)

  Realized investment gains                                                      20

  Change in unrealized appreciation (depreciation)
     on investments during the period                         1,230                             (23)
                                                      --------------  --------------  --------------

     Increase (decrease) in net assets resulting
       from operations                                        1,355              31             (27)

Increase in net assets resulting from capital unit
     transactions                                            13,307           2,004           3,009
                                                      --------------  --------------  --------------


                     TOTAL INCREASE IN NET ASSETS            14,662           2,035           2,982

                NET ASSETS AT BEGINNING OF PERIOD
                                                      --------------  --------------  --------------
                      NET ASSETS AT END OF PERIOD     $      14,662   $       2,035   $       2,982
                                                      ==============  ==============  ==============


</TABLE>

*Series VKEM, VKER, and VKS commenced operations during 1999.

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

                                                      43

<PAGE>

<TABLE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

SCHEDULES OF INVESTMENTS

DECEMBER 31, 1999

<CAPTION>
                                                                             Carrying        Unrealized
                                                                               Value         Appreciation         Cost
Series                   Name of Issue                         Shares         (Note A)      (Depreciation)      (Note B)
- ------  --------------------------------------------------  --------------  --------------  --------------  --------------
 <S>    <C>                                                     <C>         <C>             <C>             <C>

 VKEM   Van Kampen Emerging Growth Portfolio -- capital
          shares                                                408         $      18,860   $       1,230   $      17,630

 VKER   Van Kampen Enterprise Portfolio -- capital shares        78         $       2,025                   $       2,025

  VKS   Van Kampen Strategic Stock Portfolio -- capital
          shares                                                255         $       2,986   $         (23)  $       3,009


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

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



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

                                                      44

<PAGE>

SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999


NOTE 1 -- BASIS OF PRESENTATION

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

In accordance with the terms of the Contracts, all payments allocated to the
Separate Account by the contract owners must be allocated to purchase shares of
any or all of four series of Security First Trust (the Trust), a Massachusetts
business trust, and thirty-four mutual funds (the investment companies). The
series of the Trust are Bond Series, T. Rowe Price Growth and Income Series,
Equity Series, and U.S. Government Income Series and the mutual funds are T.
Rowe Price Growth Stock Fund, Inc., T. Rowe Price Prime Reserve Fund, Inc., T.
Rowe Price International Stock Fund, Inc., Alger American Small Capitalization
Portfolio, Scudder International Portfolio, Fidelity Investments: VIP Asset
Manager Portfolio, VIP Growth Portfolio, VIP Index 500 Portfolio, VIP Overseas
Portfolio, VIP Contrafund Portfolio, VIP Equity Income Portfolio, VIP Money
Market Portfolio; Neuberger and Berman Partner's Trust, Neuberger and Berman
Genesis Trust, Janus Aspen Worldwide Growth Portfolio; Federated: Equity Income
Fund II, American Leaders Fund II, High Income Bond Fund II, Growth Strategy
Fund II; AIM: V.I. Balanced Fund, V.I. Capital Appreciation Fund, V.I. Value
Fund, V.I. International Equity Fund; Oppenheimer: Bond Fund, Strategic Bond
Fund, Main Street Growth and Income Fund, Money Fund, Small Capital Growth Fund;
MFS: Research Series, New Discovery Series, Growth with Income Series; Van
Kampen: Emerging Growth Portfolio, Enterprise Portfolio, Strategic Stock
Portfolio. The Trust and the investment companies are registered as diversified,
open-end management investment companies under the Investment Company Act of
1940. The Separate Account is correspondingly divided into thirty-eight series
of Accumulation Units, Series B, G, SU, SV, T, P, I, AS, SI, FA, FG, FI, FO, FC,
FE, FM, NP, NG, JW, FDE, FDA, FDH, FDG, AB, AC, AV, AI, OB, OS, OG, OM, OSM,
MFSR, MFND, MFSG, VKEM, VKER and VKS, relating to investments in each of the
investment companies, respectively.

All series of the Trust receive administrative services for a fee from Security
First Investment Management Corporation (Security Management). Security First
Financial, Inc. (Security Financial) is the principal underwriter for the
Contracts. Security Life, Security Management, and Security Financial are
wholly-owned subsidiaries of Security First Group, Inc. which became a
wholly-owned subsidiary of Metropolitan Life Insurance Company on October 31,
1997. Investment advice is provided to the Security First Trust T. Rowe Price

                                       45

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 -- BASIS OF PRESENTATION (CONTINUED)

Growth and Income Series by T. Rowe Price Associates, Inc., to the Security
First Trust Bond Series by Neuberger and Berman, and to the Security First Trust
Equity Series and to the Security First Trust U.S. Government Income Series by
Blackrock, Inc.

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

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

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

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

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

               Contract Type                      Annual Rate        Daily Rate

     SF 135R2V; SF 224FL; SF 89; SF 234;
         SF 236FL; SF 1700 Contracts                  .89%            .0000244
     SF 228DC Contracts                              1.25%            .0000342
     SF 135R2S Contracts                             1.15%            .0000315
     SF 230; SF 224R1; SF 226R1 Contracts            1.35%            .0000370
     SF 135R2C; SF 137; SF 135PB2 Contracts          1.40%            .0000384

                                       46

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

                          Maximum Contract
Contract Type             Charge Per Year                  CDSC
- -------------             ---------------                  ----
<S>                            <C>               <C>
SF 236FL                       $12.00            Based on elapsed time since premium received.
                                                 Terminates on or after 5th anniversary.

SF 224FL, SF1700               $40.00            Based on elapsed time since premium received.
   SF137                                         Terminates on or after 6th anniversary.

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

Group Form  226R1              $49.00***         Seven percent of premium received. Terminates
                                                 after 5th anniversary.

SF 234                         $29.50            Five percent of premium received. Terminates after
                                                 6th anniversary.

SF 89, SF 228DC                $19.50            Five percent of premium received. Terminates after
                                                 6th anniversary.

SF 135R2V                        **              None

SF135R2S, SF 135R2C, ** Based on elapsed time since premium received. SF 135PB2
  Terminates on or after 7th anniversary.

</TABLE>

 *$52.50 (currently being waived); annual administration fee of .10% calculated
    on average account value (currently included in mortality and risk expense).
**Annual administration fee of .15% calculated on average account value
    (currently included in mortality and risk expense).
***Annual distribution fee of .10% calculated on average account value
    (currently included in mortality and risk expense).

                                       47

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In addition, transaction charges of $10 are charged to the contract by Security
Life for each surrender or annuitization. Upon conversion of either accumulation
or annuity units from one series to another, a $10 conversion charge is charged
to the contract. The amount deducted for contract charges and CDSC was
$1,889,180 for the year ended December 31, 1999, and $1,507,924 for the year
ended December 31, 1998.

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

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


NOTE 3 -- FEDERAL INCOME TAXES

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

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



                                       48

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 4 -- CAPITAL TRANSACTIONS
<TABLE>

Additions and deductions to units of capital consisting of the effect of capital
unit transactions were as follows:
<CAPTION>

                                                     Additions to Capital              Deductions From Capital
   Period ended December 31, 1999:                    $              Units                $                 Units
                                                -------------    -------------     -------------      -------------
<S>                                             <C>              <C>               <C>                <C>
   SF 135R2C Contracts
   -------------------

   Series B Accumulation Units                     3,879,029          399,289         1,585,715            163,843
   Series G Accumulation Units                    12,441,049          618,218         5,406,268            268,650
   Series FA Accumulation Units                    9,823,853        1,039,438         3,600,547            379,593
   Series FG Accumulation Units                   13,473,848          894,265         5,232,744            343,925
   Series FI Accumulation Units                   19,143,932        1,258,093         4,441,270            287,988
   Series FO Accumulation Units                    1,480,737          161,515           751,710             82,596
   Series FC Accumulation Units                    9,716,629          767,106         2,872,054            224,635
   Series FE Accumulation Units                    8,675,466          855,982         3,284,229            325,767
   Series FM Accumulation Units                   52,982,222        8,590,117        52,900,132          8,583,878
   Series SU Accumulation Units                    1,788,192          295,180         2,284,710            375,547
   Series SV Accumulation Units                    1,572,966          168,225         2,919,113            311,965
   Series AS Accumulation Units                    2,240,131          249,539         2,406,702            266,551
   Series SI Accumulation Units                       22,407            2,512           231,912             24,944

   SF 226R1; SF 228DC Contracts
   ----------------------------

   Series B Accumulation Units                     2,923,431          300,938         1,549,441            159,625
   Series G Accumulation Units                    33,841,436        1,673,965         9,794,270            489,339
   Series FA Accumulation Units                   19,796,627        2,090,112         7,139,184            752,840
   Series FG Accumulation Units                   40,757,122        2,682,362         9,263,010            610,476
   Series FI Accumulation Units                   47,159,909        3,099,999         7,574,931            495,426
   Series FO Accumulation Units                      153,249           16,488            28,125              3,087
   Series FC Accumulation Units                   39,446,379        2,742,289         7,218,447            209,333
   Series FM Accumulation Units                   15,652,202        2,519,092         8,992,449          1,447,514
   Series AS Accumulation Units                   10,228,968          985,125         4,657,435            378,287
   Series SI Accumulation Units                    5,325,654          374,060         1,796,934             12,789

   SF 135R2V; SF 224FL; SF 234;
   ----------------------------
   SF 236FL; SF 1700 Contracts
   ---------------------------

   Series B Accumulation Units                     1,390,582           66,162         2,065,942             97,959
   Series G Accumulation Units                    18,197,048          287,571        20,791,421            331,437
   Series T Accumulation Units                    15,196,288          249,527        16,106,643            263,678
   Series P Accumulation Units                       639,600           42,834           373,411             24,908
   Series I Accumulation Units                     4,012,394          378,745         4,080,178            385,497
   Series FA Accumulation Units                    6,477,222          701,781         4,572,921            495,786
   Series FG Accumulation Units                   21,806,968        1,489,062         7,898,788            535,205
   Series FI Accumulation Units                   20,545,287        1,373,367         9,748,715            645,282
   Series FC Accumulation Units                    1,489,583          215,929           251,554             36,043
   Series FM Accumulation Units                    5,221,313          824,773         4,118,032            651,395
   Series NP Accumulation Units                      527,401           96,062           326,549             59,882
   Series NG Accumulation Units                      327,116           72,595           371,918             84,365
   Series JW Accumulation Units                    2,357,041          317,601           417,807             57,275
</TABLE>

                                       49

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 4 -- CAPITAL TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                     Additions to Capital              Deductions From Capital
                                                     $              Units                $                 Units
                                                -------------    -------------     -------------      -------------
<S>                                             <C>              <C>               <C>                <C>
   SF 135R2S Contracts
   -------------------

   Series FG Accumulation Units                      388,358           26,032         3,705,733            250,339
   Series FO Accumulation Units                      619,049           82,227           809,316            102,123
   Series FM Accumulation Units                      233,264           37,074           303,533             48,350
   Series SU Accumulation Units                    1,520,684          250,248         1,786,012            293,616
   Series SV Accumulation Units                      486,520           41,774         3,296,787            281,549

   SF 224R1; SF 230 Contracts
   --------------------------

   Series B Accumulation Units                       252,701           27,069           393,436             41,952
   Series G Accumulation Units                     5,929,107          278,576         7,450,853            349,422
   Series FA Accumulation Units                    4,969,669          532,470         5,044,076            537,353
   Series FG Accumulation Units                    9,949,143          660,122         5,105,474            333,783
   Series FI Accumulation Units                    7,365,528          482,527         3,350,516            216,338
   Series FC Accumulation Units                    3,118,505          246,490           352,632             28,519
   Series FM Accumulation Units                    3,479,589          558,639         2,700,408            433,379
   Series SU Accumulation Units                       61,844            9,991             7,946              1,311
   Series AS Accumulation Units                      383,568           41,717            49,567              5,213
   Series SI Accumulation Units                      394,838           38,591            71,785              7,556

   SF 137; SF 135PB2 Contracts
   ---------------------------

   Series AC Accumulation Units                       19,886            3,366                 0                  0
   Series AB Accumulation Units                      102,132           19,732                 0                  0
   Series AV Accumulation Units                      254,072           46,870            46,619              8,406
   Series AI Accumulation Units                       36,471            5,839             7,182              1,012
   Series FDE Accumulation Units                      31,361            6,209                 0                  0
   Series FDH Accumulation Units                      99,972           20,053            25,170              5,052
   Series FDA Accumulation Units                      59,243           12,545                13                  3
   Series FDG Accumulation Units                     129,905           23,320                16                  2
   Series OB Accumulation Units                       11,029            2,197             3,007                601
   Series OG Accumulation Units                      143,933           28,584             6,029              1,146
   Series OM Accumulation Units                    1,511,091          299,928         1,147,097            227,369
   Series OS Accumulation Units                       14,611            2,874             2,006                391
   Series OSM Accumulation Units                      44,528            7,316             7,394              1,107
   Series MFSG Accumulation Units                     10,041            2,040                 0                  0
   Series MFSR Accumulation Units                     18,062            3,276             4,010                707
   Series VKEM Accumulation Units                     20,637            2,836             7,330              1,015
   Series VKER Accumulation Units                      4,009              687             2,005                344
   Series VKS Accumulation Units                       3,009              670                 0                  0
   Series FG Accumulation Units                       94,982            6,745                 0                  0
   Series FI Accumulation Units                       76,881            4,706                 0                  0
   Series SU Accumulations Units                      72,569           11,945                 0                  0
   Series SV Accumulations Units                      70,678            7,541                 0                  0
</TABLE>

                                       50

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 4 -- CAPITAL TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                     Additions to Capital              Deductions From Capital
     Year ended December 31, 1998:                   $              Units                $                 Units
                                                -------------    -------------     -------------      -------------
<S>                                             <C>              <C>               <C>                <C>

   SF 135R2C Contracts
   -------------------

   Series B Accumulation Units                     5,661,870          586,339           667,501             69,008
   Series G Accumulation Units                    18,587,275        1,028,586         3,261,930            183,491
   Series FA Accumulation Units                   12,640,621        1,475,140         2,744,662            322,529
   Series FG Accumulation Units                    7,939,511          709,561         4,745,913            425,808
   Series FI Accumulation Units                   16,587,093        1,328,050         2,528,382            202,282
   Series FO Accumulation Units                    1,820,892          222,444           606,856             74,118
   Series FC Accumulation Units                    8,834,454          870,830         2,112,211            208,731
   Series FE Accumulation Units                   11,666,102        1,262,113         1,580,945            175,697
   Series FM Accumulation Units                   74,497,555       12,516,888        72,551,400         12,196,311
   Series SU Accumulation Units                    1,773,861          293,960         3,468,890            576,401
   Series SV Accumulation Units                      549,778           73,591         4,248,198            550,379
   Series AS Accumulation Units                    2,938,629          385,967         2,594,226            340,284
   Series SI Accumulation Units                       34,054            4,354           399,306             50,363

   SF 226R1; SF 228DC Contracts
   ----------------------------

   Series B Accumulation Units                     3,767,408          388,255           852,396             87,554
   Series G Accumulation Units                    37,098,561        2,020,606         5,212,041            290,088
   Series FA Accumulation Units                   19,908,766        2,321,746         5,619,560            654,644
   Series FG Accumulation Units                   24,131,767        2,143,757         6,894,858            618,046
   Series FI Accumulation Units                   37,483,454        3,003,376         5,386,701            430,376
   Series FO Accumulation Units                      149,136           18,320            42,972              4,974
   Series FC Accumulation Units                   31,516,136        3,114,402         4,839,268            477,640
   Series FM Accumulation Units                    7,774,626        1,302,972         4,799,882            804,893
   Series AS Accumulation Units                   11,665,418        1,548,161         4,037,065            535,714
   Series SI Accumulation Units                    2,855,424          358,196           752,264             96,335

   SF 135R2V; SF 224FL; SF 234;
   ----------------------------
   SF 236FL; SF 1700 Contracts
   ---------------------------

   Series B Accumulation Units                     2,580,211          123,343         1,305,423             62,689
   Series G Accumulation Units                    20,527,385          368,212        18,526,043            331,199
   Series T Accumulation Units                    17,373,764          343,212        13,326,717            264,645
   Series P Accumulation Units                       532,070           37,083           926,772             64,322
   Series I Accumulation Units                     4,430,482          469,729         5,094,801            542,972
   Series FA Accumulation Units                    6,829,737          825,486         3,796,814            457,686
   Series FG Accumulation Units                   12,369,795        1,151,843         6,914,156            643,533
   Series FI Accumulation Units                   17,647,925        1,452,345         5,152,510            424,392
   Series FC Accumulation Units                      987,646          177,994           147,089             26,818
   Series FM Accumulation Units                    3,382,358          557,315         3,514,480            579,854
   Series NP Accumulation Units                    1,751,780          334,968           320,452             62,140
   Series NG Accumulation Units                    1,404,420          290,387           201,247             44,072
   Series JW Accumulation Units                    1,797,327          303,304           232,632             42,260
</TABLE>

                                       51

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 4 -- CAPITAL TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                     Additions to Capital              Deductions From Capital
                                                     $              Units                $                 Units
                                                -------------    -------------     -------------      -------------
<S>                                             <C>              <C>               <C>                <C>

   SF 135R2S Contracts
   -------------------

   Series FG Accumulation Units                      514,546           47,572         2,685,226            243,801
   Series FO Accumulation Units                      495,222           71,896           996,040            143,417
   Series FM Accumulation Units                      956,436          157,359         1,093,591            180,631
   Series SU Accumulation Units                    1,434,144          237,762         2,278,227            375,735
   Series SV Accumulation Units                      615,172           64,592         4,122,556            423,862

   SF 224R1; SF 230 Contracts
   --------------------------

   Series B Accumulation Units                       623,686           66,864           311,049             33,553
   Series G Accumulation Units                     7,318,820          385,701         5,000,083            264,139
   Series FA Accumulation Units                    6,100,724          720,058         4,241,726            502,287
   Series FG Accumulation Units                    7,123,036          637,735         3,432,683            304,495
   Series FI Accumulation Units                    6,682,275          535,470         1,937,943            157,096
   Series FC Accumulation Units                    2,551,049          249,677           152,516             14,979
   Series FM Accumulation Units                    1,478,642          246,343           811,805            135,293
   Series SU Accumulation Units                       61,666           10,101            11,726              1,958
   Series AS Accumulation Units                      446,604           58,580            48,697              5,955
   Series SI Accumulation Units                      230,451           28,841            14,523              1,678
</TABLE>


                                       52

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 5 -- UNITS OF CAPITAL

The following are the units outstanding and corresponding unit values as of
December 31, 1999:

                                               Units
            Description                     Outstanding       Unit Value
- --------------------------------------      -----------       ----------

   SF 135R2C Contracts
   -------------------

   Series B Accumulation Units                1,121,069       $    9.52
   Series G Accumulation Units                2,960,147           20.15
   Series FA Accumulation Units               4,750,510           10.09
   Series FG Accumulation Units               4,069,842           18.36
   Series FI Accumulation Units               4,254,649           16.83
   Series FO Accumulation Units                 899,318           11.82
   Series FC Accumulation Units               3,199,511           14.51
   Series FE Accumulation Units               3,611,711           10.11
   Series FM Accumulation Units               2,274,077            6.29
   Series SU Accumulation Units               2,303,022            5.97
   Series SV Accumulation Units               1,812,317           10.32
   Series AS Accumulation Units               2,180,116           11.93
   Series SI Accumulation Units                 122,934           12.69


   SF 226R1; SF 228DC Contracts

   Series B Accumulation Units                  657,761            9.54
   Series G Accumulation Units                5,808,561           20.18
   Series FA Accumulation Units               9,842,875           10.10
   Series FG Accumulation Units              10,212,262           18.39
   Series FI Accumulation Units               8,754,667           16.85
   Series FO Accumulation Units                  61,753           11.83
   Series FC Accumulation Units              11,065,052           14.53
   Series FM Accumulation Units               2,221,857            6.31
   Series AS Accumulation Units               4,972,727           11.95
   Series SI Accumulation Units               1,276,154           12.71

   SF 135R2V; SF 224FL; SF 234;
   ----------------------------
   SF 236FL; SF 1700 Contracts
   ---------------------------

   Series B Accumulation Units                  298,640           20.69
   Series G Accumulation Units                2,045,683           63.24
   Series T Accumulation Units                1,789,101           70.45
   Series P Accumulation Units                   72,927           15.19
   Series I Accumulation Units                1,745,913           13.40
   Series FA Accumulation Units               2,903,366            9.88
   Series FG Accumulation Units               4,600,696           17.92
   Series FI Accumulation Units               3,426,417           16.63
   Series FC Accumulation Units                 331,062            7.94
   Series FM Accumulation Units               1,037,376            6.45
   Series NP Accumulation Units                 309,008            5.62
   Series NG Accumulation Units                 234,545            4.75
   Series JW Accumulation Units                 521,370           10.39

                                       53

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 5 -- UNITS OF CAPITAL (CONTINUED)
                                               Units
            Description                     Outstanding       Unit Value
- --------------------------------------      -----------       ----------

   SF 135R2S Contracts
   -------------------

   Series FG Accumulation Units               1,865,584       $    18.16
   Series FO Accumulation Units               1,437,343            10.18
   Series FM Accumulation Units                 215,601             6.41
   Series SU Accumulation Units               3,047,222             5.98
   Series SV Accumulation Units               3,395,590            13.04

   SF 224R1; SF 230 Contracts
   --------------------------

   Series B Accumulation Units                  221,674             9.17
   Series G Accumulation Units                2,528,911            21.24
   Series FA Accumulation Units               4,747,837             9.99
   Series FG Accumulation Units               3,894,653            18.31
   Series FI Accumulation Units               1,668,783            16.91
   Series FC Accumulation Units                 675,747            14.53
   Series FM Accumulation Units                 366,096             6.33
   Series SU Accumulation Units                  21,653             5.98
   Series AS Accumulation Units                 153,503            11.95
   Series SI Accumulation Units                 103,705            12.71

   SF 137; SF 135PB2 Contracts
   ---------------------------

   Series AC Accumulation Units                   3,366             6.75
   Series AB Accumulation Units                  19,732             5.73
   Series AV Accumulation Units                  38,464             5.82
   Series AI Accumulation Units                   4,827             7.26
   Series FDE Accumulation Units                  6,209             5.45
   Series FDH Accumulation Units                 15,001             5.03
   Series FDA Accumulation Units                 12,542             4.88
   Series FDG Accumulation Units                 23,318             7.03
   Series OB Accumulation Units                   1,596             5.01
   Series OG Accumulation Units                  27,438             5.33
   Series OM Accumulation Units                  72,559             5.07
   Series OS Accumulation Units                   2,483             5.13
   Series OSM Accumulation Units                  6,209             7.91
   Series MFSG Accumulation Units                 2,040             5.12
   Series MFSR Accumulation Units                 2,569             5.81
   Series VKEM Accumulation Units                 1,821             8.05
   Series VKER Accumulation Units                   343             5.92
   Series VKS Accumulation Units                    670             4.45
   Series FG Accumulation Units                   6,745            18.36
   Series FI Accumulations Units                  4,706            16.83
   Series SU Accumulation Units                  11,945             5.97
   Series SV Accumulation Units                   7,541            10.32

                                       54

<PAGE>
SECURITY FIRST LIFE SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 6 - IMPACT OF YEAR 2000 (unaudited)

The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the Year 2000 issue and has
implemented a plan to resolve the issue. The Company believes that, with the
modifications made to existing software and conversions to new software and
hardware, the Year 2000 will not pose significant operational problems for the
Company's computer systems. However, there can be no assurances that the Year
2000 plan of the Company or that of its vendors or third parties have resolved
all Year 2000 issues.


                                       55

<PAGE>


PART C
                                OTHER INFORMATION

Item 24.    Financial Statements and Exhibits

        (a) Financial Statements contained herein

               (1) Security First Life Separate Account A

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

               (2) Security First Life Insurance Company

                      Part B - Depositor's financial statements with notes

        (b) Exhibits

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

<PAGE>
           ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES
                             AS OF APRIL 3, 2000


The following is a list of subsidiaries of Metropolitan Life Insurance Company
("Metropolitan"). It is expected that Metropolitan will become a wholly-owned
subsidiary of MetLife, Inc. on or about April 7, 2000. MetLife, Inc. will become
a publicly-traded company at that time.  Those entities which are listed at the
left margin (labelled with capital letters) are direct subsidiaries of
Metropolitan.  Unless otherwise indicated, each entity which is indented under
another entity is a subsidiary of such indented entity and, therefore, an
indirect subsidiary of Metropolitan. Certain inactive subsidiaries have been
omitted from the Metropolitan Organizational listing. The voting securities
(excluding directors' qualifying shares, if any) of the subsidiaries listed are
100% owned by their respective parent corporations, unless otherwise indicated.
The jurisdiction of domicile of each subsidiary listed is set forth in the
parenthetical following such subsidiary.

A.   Metropolitan Tower Corp. (Delaware)

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

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

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

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

          h.   Economy Fire & Casualty Company
          i.   Economy Preferred Insurance Company
          j.   Economy Premier Assurance Company

     2.   Metropolitan Insurance and Annuity Company (Delaware)

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

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

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

<PAGE>

     4.   Metropolitan Asset Management Corporation (Delaware)

                    (a.) MetLife Capital, Limited Partnership (Delaware).
                         Partnership interests in MetLife Capital, Limited
                         Partnership are held by Metropolitan (90%) and
                         Metropolitan Asset Management Corporation (10%).

                         (i.) MetLife Capital Credit L.P. (Delaware).
                              Partnership interests in MetLife Capital Credit
                              L.P. are held by Metropolitan (90%) and
                              Metropolitan Asset Management Corporation (10%).

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

                                       (a.) MetLife Capital CFLI Leasing, LLC
                                           (DE)

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

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

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


           e.  MetLife Investment, S.A. 23rd Street Investment, Inc. holds one
               share of MetLife Investments Limited and MetLife Investments,
       S.A.


     5.   SSRM Holdings, Inc. (Delaware)

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

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


<PAGE>

           b.   SSR Realty Advisors, Inc. (Delaware)

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

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

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

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

     6.   MetLife Holdings, Inc. (Delaware)

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

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

     8.   Security First Group, Inc. (DE)

          a.   Security First Life Insurance Company (DE)
          b.   Security First Insurance Agency, Inc. (MA)
          c.   Security First Insurance Agency, Inc. (NV)
          d.   Security First Group of Ohio, Inc. (OH)
          e.   Security First Financial, Inc. (DE)
          f.   Security First Investment Management Corporation (DE)
          g.   Security First Financial Agency, Inc. (TX)

      9.  Natiloportem Holdings, Inc. (Delaware)

          a.   Services Administrativos Gen, S.A. de CV One Share of Servicos
               Administrativos Gen. S.A. de C.V. is held by a nominee of
               Natiloportem Holdings, Inc.

B.   Metropolitan Tower Life Insurance Company (Delaware)

C.   MetLife Security Insurance Company of Louisiana (Louisiana)


<PAGE>

D.   MetLife Texas Holdings, Inc. (Delaware)

     1.   Texas Life Insurance Company (Texas)

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

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

E.   MetLife Securities, Inc. (Delaware)

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

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

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

I.   MetLife Saengmyoung Insurance Company Ltd. (Korea).

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

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

L.   Met Life Holdings Luxembourg (Luxembourg)

M.   Metropolitan Life Holdings, Netherlands BV (Netherlands)

N.   MetLife International Holdings, Inc. (Delaware)

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

P.   Metropolitan Marine Way Investments Limited (Canada)

Q.   P.T. MetLife Sejahtera (Indonesia) Shares of P.T. MetLife Sejahtera are
     held by Metropolitan (80%) and by an entity (20%) unaffiliated with
     Metropolitan.

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

S.   Metropolitan Life Seguros de Vida S.A. (Uruguay). One share of Metropolitan
     Life Seguros de Vida S.A. is held by Alejandro Miller Artola, a nominee of
     Metropolitan Life Insurance Company.

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


<PAGE>


U.   MetLife (India) Ltd.

V.   Hyatt Legal Plans, Inc. (Delaware)

     1. Hyatt Legal Plans of Florida, Inc. (Fl)

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

X.   Metropolitan Realty Management, Inc. (Delaware)

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

          a.   CBNJ, Inc. (New Jersey)

Y.   MetPark Funding, Inc. (Delaware)

Z.   Transmountain Land & Livestock Company (Montana)

AA.  Farmers National Company (Nebraska)

     1.   Farmers National Commodities, Inc. (Nebraska)

A.B.  MetLife Trust Company, National Association. (United States)
A.C.  Benefit Services Corporation (Georgia)
A.D.  G.A. Holding Corporation (MA)
A.E.  MetLife, Inc.
A.F.  CRH., Co, Inc. (MA)
A.G.  334 Madison Euro Investments, Inc.
A.H.  Park Twenty Three Investments Company 1% Voting Control of Park Twenty
      Three Investment Company is held by St. James Fleet Investments Two
      Limited
      a.  Convent Stution Euro Investments Four Company 1% voting control of
          Convert Stution Euro Investments Four Company is held by 334 Madison
          Euro Investments, Inc. as nominee for Park Twenty Three Investments
          Company.
A.I.  L/C Development Corporation (CA)
A.J.  One Madison Investments (Cayco) Limited 1% Voting Control of One Madison
      Investment (Cayco) Limited is held by Convent Station Euro Investments
      Four Company.
A.K.  New England Portfolio Advisors, Inc. (MA)
A.L.  CRB Co., Inc. (MA) AEW Real Estate Advisors, Inc. holds 49,000 preferred
      non-voting shares of CRB Co., Inc. AEW Advisors, Inc. holds 1,000
      preferred non-voting shares of CRB Co., Inc.
A.M.  New England Life Mortgage Funding Corporation (MA)
A.N.  Mercadian Capital L.P. (DE). Metropolitan holds a 95% limited partner
      interest and an unaffiliated third party holds 5% of Mercadian Capital
      L.P.
A.O.  Mercadian Funding L.P. (DE). Metropolitan holds a 95% limited partner
      interest and an unaffiliated third party holds 5% of Mercadian
      Funding L.P.
A.P.  St. James Fleet Investments two Limited.


<PAGE>

A.Q.  MetLife New England Holdings, Inc. (DE)
      1. Fulcrum Financial Advisors, Inc. (MA)
      2. New England Life Insurance Company (MA)
         a. New England Life Holdings, Inc. (DE)
            i.   New England Securities Corporation (MA)
                 (1) Hereford Insurance Agency, Inc. (MA)
                 (2) Hereford Insurance Agency of Alabama, Inc. (AL)
                 (3) Hereford Insurance Agency of Minnesota, Inc. (MN)
                 (4) Hereford Insurance Agency of Ohio, Inc. (OH)
                 (5) Hereford Insurance Agency of New Mexico, Inc. (NM)
                 (6) Hereford Insurance Agency of Wyoming, Inc.
                 (7) Hereford Insurance Agency of Oklahoma, Inc.

            ii.  TNE Information Services, Inc. (MA)
                 (1) First Connect Insurance Network, Inc. (DE)
                 (2) Interative Financial Solutions, Inc. (MA)
            iii. N.L. Holding  Corp. (Del)(NY)
                 (1) Nathan & Lewis Securities, Inc. (NY)
                 (2) Nathan & Lewis Associates, Inc. (NY)
                       (a) Nathan and Lewis Insurance Agency of Massachusetts,
                             Inc. (MA)
                       (b) Nathan and Lewis Associates of Texas, Inc. (TX)
                 (3) Nathan & Lewis Associates--Arizona, Inc. (AZ)
                 (4) Nathan & Lewis of Nevada, Inc. (NV)
                 (5) Nathan and Lewis Associates Ohio, Incorporated (OH)

            iv.  New England Securities Corporation
             v.  New England Investment Management Inc.


         b. Exeter Reassurance Company, Ltd. (MA)
         c. Omega Reinsurance Corporation (AZ)
         d. New England Pension and Annuity Company (DE)
         e. Newbury Insurance Company, Limited (Bermuda)

A.R.   General American Life
       1.    General American Life Insurance Company
     a.    GenAm Benefits Life Insurance Company
     b.    Paragon Life Insurance Company
             c.    Security Equity Life Insurance Company
             d.    Cova Corporation
                   i.    Cova Financial Services Life Insurance Company
         (1)    Cova Financial Life Insurance Company
                         (2)    First Cova Life Insurance Company
                   ii.   Cova Investment Advisory Corporation
                         (1)    Cova Investment Advisory Corporation
                 (2)    Cova Investment Allocution Corporation
                         (3)    Cova Life Sales Company
                (4)    Cova Life Administration Services Company
             e.    General Life Insurance Company
                   i.    General Life Insurance Company of America
             f.    Equity Intermediary Company
                   i.    Reinsurance Group of America, Incorporated
       1.    Reinsurance Company of Missouri Incorporated
             a.    RGA Reinsurance Company
             b.    Fairfield Management Group, Inc.
                   i.    Reinsurance Partners, Inc.
                   ii.   Great Rivers Reinsurance Management, Inc.
                   iii.  RGA (U.K.) Underwriting Agency Limited
       2.    Triad Re, Ltd
       3.    RGA Americas Reinsurance Company, Ltd.
       4.    RGA Reinsurance Company (Barbados) Ltd.
             (a)   RGA/Swiss Financial Group, L.L.C.
       5.    RGA International Ltd.
             (a)   RGA Financial Products Limited
             (b)   RGA Canada Management Company, Ltd.
                   (i)   RGA Life Reinsurance Company of Canada
       6.    Benefit Resource Life Insurance Company (Bermuda) Ltd.

<PAGE>

       7.    RGA Holdings Limited
             (a)   RGA Managing Agency Limited
             (b)   RGA Capital Limited
       8.    RGA South African Holdings (Pty) Ltd.
             (a)   RGA Reinsurance Company of South Africa Limited
       9.    RGA Australian Holdings Pty Limited
             (a)   RGA Reinsurance Company of Australia Limited
       10.   General American Argentina Seguros
       11.   RGA Argentina, S.A.
       12.   RGA Sudamerica, S.A.
             (a)   RGA Reinsurance
             (b)   BHIF American Seguros de Vida, S.A.

       g.    GenAm Holding Company
             i.    NaviSys Incorporated
             ii.   NaviSys Illustration Solutions, Inc.
             iii.  NaviSys Asia Pacifica Limited
             iv.   NaviSys de Mexico S.A. de C.V.
                   99% of the shares of NaviSys de Mexico S.A. de C.V. are held
                   by NaviSys Incorporated and 1% is held by General American
                   Life Insurance Company.
             v.    NaviSys Enterprise Solutions, Inc.
             vi.   Red Oak Realty Company
             vii.  White Oak Royalty Company
             viii. GenMark Incorporated
                   (a)   Stan Mintz Associates, Inc.
                   (b)   GenMark Insurance Agency of Alabama, Inc.
                   (c)   GenMark Insurance Agency of Massachusetts, Inc.
                   (d)   GenMark Insurance Agency of Ohio, Inc.
                   (e)   GenMark Insurance Agency of Texas, Inc.
             ix.   Conning Corporation
                   (a)   Conning, Inc.
                         (i)    Conning & Company
                   (1)   Conning Asset Management Company

       2.    Collaborative Strategies, Inc.
       3.    Virtual Finances.Com, Inc.
       4.    Missouri Reinsurance (Barbados) Inc.
       5.    GenAmerican Capital I
       6.    GenAmerican Management
       7.    Walnut Street Securities, Inc.
             a.    WSS Insurance Agency of Alabama, Inc.
             b.    WSS Insurance Agency of Massachusetts, Inc.
             c.    WSS Insurance Agency of Ohio, Inc.
             d.    WSS Insurance Agency of Texas, Inc.
             e.    Walnut Street Advisers, Inc.

      3. Nvest Corporation (MA)
         a. Nvest, L.P. (DE) Nvest Corporation holds a 1.69% general partnership
            interest and MetLife New England Holdings, Inc. 3.19% general
            partnership interest in Nvest, L.P.
         b. Nvest Companies, L.P. (DE) Nvest Corporation holds a 0.0002% general
            partnerhship interest in Nvest Companies, L.P. Nvest, L.P. holds a
            14.64% general partnership interest in Nvest Companies, L.P.
            Metropolitan holds a 46.23% limited partnership interest in Nvest
            Companies, L.P.
               i. Nvest Holdings, Inc. (DE)
           (1)     Back Bay Advisors, Inc. (MA)
               (a) Back Bay Advisors, L.P. (DE)
                   Back Bay Advisors, Inc.
                   holds a 1% general partner
                   interest and NEIC
                   Holdings, Inc. holds a 99%
                   limited partner interest
                   in Back Bay Advisors, L.P.
           (2)     R & T Asset Management, Inc. (MA)
               (a) Reich & Tang Distributors, Inc. (DE)
               (b) Reich & Tang Asset Management
                   R & T Asset Management, Inc.
                   holds a 0.5% general partner interest and
                   NEIC Holdings, Inc. hold a 99.5% limited
                   partner interest in       &
                   Asset Management, L.P.
               (c) Reich & Tang Services, Inc. (DE)


<PAGE>

           (3)     Loomis, Sayles & Company, Inc. (MA)
               (a) Loomis Sayles & Company, L.P. (DE)
                   Loomis Sayles & Company, Inc.
                   holds a 1% general partner interest and
                   R & T Asset Management, Inc. holds a 99%
                   limited partner interest in Loomis Sayles &
                   Company, L.P.
           (4)     Westpeak Investment Advisors, Inc. (MA)
               (a) Westpeak Investment Advisors, L.P. (DE)
                   Westpeak Investment Advisors, Inc.
                   holds a 1% general partner interest and
                   Reich & Tang holds a 99% limited
                   partner interest in Westpeak Investment
                   Advisors, L.P.
                               (i) Westpeak Investment Advisors Australia
                                   Limited Pty.
           (5)     Vaughan, Nelson Scarborough & McCullough (DE)
               (a) Vaughan, Nelson Scarborough & McCullough, L.P. (DE)
                   VNSM, Inc. holds a 1% general partner interest and
                   Reich & Tang Asset Management, Inc. holds a 99%
                   limited partner interest in Vaughan, Nelson
                   Scarborough & McCullough, L.P.

                               (i)  VNSM Trust Company

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


<PAGE>

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

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

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

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

           (9)     NEF Corporation (MA)
               (a) New England Funds, L.P. (DE) NEF Corporation holds a
                   1% general partner interest and NEIC Operating
                   Partnership, L.P. holds a 99% limited
                   partner interest in New England Funds, L.P.
               (b) New England Funds Management, L.P. (DE) NEF
                   Corporation holds a 1% general partner interest and
                   NEIC Operating Partnership, L.P. holds a 99%
                   limited partner interest in New England Funds
                   Management, L.P.
          (10)     New England Funds Service Corporation
          (11)     AEW Capital Management, Inc. (DE)
               (a) AEW Securities, L.P. (DE) AEW Capital Management, Inc. holds
                   a 1% general partnership and AEW Capital Management, L.P.
                   holds a 99% limited partnership interest in AEW Securities,
                   L.P.
     ii.     Nvest Associates, Inc.
    iii.     Snyder Capital Management, Inc.
         (1) Snyder Capital Management, L.P. NEIC Operating
             Partnership holds a 99.5% limited partnership
             interest and Snyder Capital Management Inc. holds a
             0.5% general partnership interest.
     iv.     Jurika & Voyles, Inc.
         (1) Jurika & Voyles, L.P NEIC Operating Partnership,
             L.P. holds a 99% limited partnership interest and
             Jurika & Voyles, Inc. holds a 1% general partnership
             interest.
      v.     Capital Growth Management, L.P. (DE)
             NEIC Operating Partnership, L.P. holds a 50% limited partner
             interest in Capital Growth Management, L.P.
     vi.     Nvest Partnerships, LLC ( )


<PAGE>

    vii.     AEW Capital Management L.P. (DE)
             New England Investment Companies, L.P. holds a 99% limited partner
             interest and AEW Capital Management, Inc. holds a 1% general
             partner interest in AEW Capital Management, L.P.
             (1) AEW II Corporation (  )
             (2) AEW Partners III, Inc. (   )
             (3) AEW TSF, Inc. (   )
             (4) AEW Exchange Management, LLC
             (5) AEWPN, LLC (   )
     (6) AEW Investment Group, Inc. (MA)
         (a) Copley Public Partnership Holding, L.P. (MA)
             AEW Investment Group, Inc. holds a 25% general partnership
             interest and AEW Capital Management, L.P. holds a 75%
             limited partnership interest in Copley Public Partnership
             Holding, L.P.
         (b) AEW Management and Advisors L.P. (MA)
             AEW Investment Group, Inc. holds a 25% general partnership
             interest and AEW Capital Management, L.P. holds a 75% limited
             partnership interest in AEW Management and Advisors L.P.
            ii. AEW Real Estate Advisors, Inc. (MA)
                1.     AEW Advisors, Inc. (MA)
                2.     Copley Properties Company, Inc. (MA)
                3.     Copley Properties Company II, Inc. (MA)
                4.     Copley Properties Company III, Inc. (MA)
                5.     Fourth Copley Corp. (MA)
                6.     Fifth Copley Corp. (MA)
                7.     Sixth Copley Corp. (MA)
                8.     Seventh Copley Corp. (MA).
                9.     Eighth Copley Corp. (MA).
               10.     First Income Corp. (MA).
               11.     Second Income Corp. (MA).
               12.     Third Income Corp. (MA).
               13.     Fourth Income Corp. (MA).
               14.     Third Singleton Corp. (MA).
               15.     Fourth Singleton Corp. (MA)
               16.     Fifth Singleton Corp. (MA)
               17.     Sixth Singleton Corp. (MA).
               18.     BCOP Associates L.P. (MA)
                       AEW Real Estate Advisors, Inc. holds a 1% general
                       partner interest in BCOP Associates L.P.
            ii. CREA Western Investors I, Inc. (MA)
                1. CREA Western Investors I, L.P. (DE)
                   CREA Western Investors I, Inc. holds a 24.28% general
                   partnership interest and Copley Public Partnership Holding,
                   L.P. holds a 57.62% limited partnership interest in CREA
                   Western Investors I, L.P.
           iii. CREA Investors Santa Fe Springs, Inc. (MA)

     (7) Copley Public Partnership Holding, L.P. (DE)
         AEW Capital Management, L.P. holds a 75% limited partner interest and
         AEW Investment Group, Inc. holds a 25% general partner interest and
         CREA Western Investors I, L.P holds a 57.62% Limited Partnership
         interest.


<PAGE>

     (8) AEW Real Estate Advisors, Limited Partnership (MA)
         AEW Real Estate Advisors, Inc. holds a 25% general partnership interest
         and AEW Capital Management, L.P. holds a 75% limited partnership
         interest in AEW Real Estate Advisors, Limited Partnership.
     (9) AEW Hotel Investment Corporation (MA)
        (a.) AEW Hotel Investment, Limited Partnership (MA)
             AEW Hotel Investment Corporation holds a 1% general
             partnership interest and AEW Capital Management, L.P. holds a
             99% limited partnership interest in AEW Hotel Investment,
             Limited Partnership.
    (10) Aldrich Eastman Global Investment Strategies, LLC (DE)
         AEW Capital Management, L.P. holds a 25% membership interest and an
         unaffiliated third party holds a 75% membership interest in Aldrich
         Eastman Global Investment Strategies, LLC.

A.R.   General American Life
       1.    General American Life Insurance Company
     a.    GenAm Benefits Life Insurance Company
     b.    Paragon Life Insurance Company
             c.    Security Equity Life Insurance Company
             d.    Cova Corporation
                   i.    Cova Financial Services Life Insurance Company
         (1)    Cova Financial Life Insurance Company
                         (2)    First Cova Life Insurance Company
                   ii.   Cova Investment Advisory Corporation
                         (1)    Cova Investment Advisory Corporation
                 (2)    Cova Investment Allocution Corporation
                         (3)    Cova Life Sales Company
                (4)    Cova Life Administration Services Company
             e.    General Life Insurance Company
                   i.    General Life Insurance Company of America
             f.    Equity Intermediary Company
                   i.    Reinsurance Group of America, Incorporated
       1.    Reinsurance Company of Missouri Incorporated
             a.    RGA Reinsurance Company
             b.    Fairfield Management Group, Inc.
                   i.    Reinsurance Partners, Inc.
                   ii.   Great Rivers Reinsurance Management, Inc.
                   iii.  RGA (U.K.) Underwriting Agency Limited
       2.    Triad Re, Ltd
       3.    RGA Americas Reinsurance Company, Ltd.
       4.    RGA Reinsurance Company (Barbados) Ltd.
             (a)   RGA/Swiss Financial Group, L.L.C.
       5.    RGA International Ltd.
             (a)   RGA Financial Products Limited
             (b)   RGA Canada Management Company, Ltd.
                   (i)   RGA Life Reinsurance Company of Canada
       6.    Benefit Resource Life Insurance Company (Bermuda) Ltd.
       7.    RGA Holdings Limited
             (a)   RGA Managing Agency Limited
             (b)   RGA Capital Limited
       8.    RGA South African Holdings (Pty) Ltd.
             (a)   RGA Reinsurance Company of South Africa Limited
       9.    RGA Australian Holdings Pty Limited
             (a)   RGA Reinsurance Company of Australia Limited
       10.   General American Argentina Seguros
       11.   RGA Argentina, S.A.
       12.   RGA Sudamerica, S.A.
             (a)   RGA Reinsurance
             (b)   BHIF American Seguros de Vida, S.A.
<PAGE>

       g.    GenAm Holding Company
             i.    NaviSys Incorporated
             ii.   NaviSys Illustration Solutions, Inc.
             iii.  NaviSys Asia Pacifica Limited
             iv.   NaviSys de Mexico S.A. de C.V.
                   99% of the shares of NaviSys de Mexico S.A. de C.V. are held
                   by NaviSys Incorporated and 1% is held by General American
                   Life Insurance Company.
             v.    NaviSys Enterprise Solutions, Inc.
             vi.   Red Oak Realty Company
             vii.  White Oak Royalty Company
             viii. GenMark Incorporated
                   (a)   Stan Mintz Associates, Inc.
                   (b)   GenMark Insurance Agency of Alabama, Inc.
                   (c)   GenMark Insurance Agency of Massachusetts, Inc.
                   (d)   GenMark Insurance Agency of Ohio, Inc.
                   (e)   GenMark Insurance Agency of Texas, Inc.
             ix.   Conning Corporation
                   (a)   Conning, Inc.
                         (i)    Conning & Company
                   (1)   Conning Asset Management Company

       2.    Collaborative Strategies, Inc.
       3.    Virtual Finances.Com, Inc.
       4.    Missouri Reinsurance (Barbados) Inc.
       5.    GenAmerican Capital I
       6.    GenAmerican Management
       7.    Walnut Street Securities, Inc.
             a.    WSS Insurance Agency of Alabama, Inc.
             b.    WSS Insurance Agency of Massachusetts, Inc.
             c.    WSS Insurance Agency of Ohio, Inc.
             d.    WSS Insurance Agency of Texas, Inc.
             e.    Walnut Street Advisers, Inc.

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

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

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

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

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

5)  Metropolitan owns, via its subsidiary, AFORE Genesis Metropolitan S.A. de
C.V., approximately 61.7% of SIEFORE Genesis S.A. de C.V., a mutual fund.

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

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

8)  Metropolitan directly owns 100% of the non-voting preferred stock of Nathan
and Lewis Associates Ohio, Incorporated, an insurance agency. 100% of the voting
common stock of this company is held by an individual who has agreed to vote
such shares at the direction of N.L. Holding Corp. (DEL), an indirect wholly
owned subsidiary of Metropolitan.


<PAGE>

9)  100% of the capital stock of Hereford Insurance Agency of Oklahoma, Inc.
(OK) is owned by an officer. New England Life Insurance Company controls the
issuance of additional stock and has certain rights to purchase such officer's
shares.

10) 100% of the capital stock of Fairfield Insurance Agency of Texas, Inc. (TX)
is owned by an officer. New England Life Insurance Company controls the
issuance of additional stock and has certain rights to purchase such officer's
shares.

11) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly owned subsidiary of Metropolitan serves as the
general partner of the limited partnerships and Metropolitan directly owns a 99%
limited partnership interest in each MILP. The MILPs have various's ownership
interests in certain companies. The various MILPs own, directly or indirectly,
100% of the voting stock of the following company: Coating Technologies
International, Inc.

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



<PAGE>

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

Item 25.    Directors and Officers of the Depositor

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

Name                                       Position and Offices with Depositor
- ----                                       -------------------------------------
Mary Ann Brown                             Chairman of the Board and Director
John K. Bruins                             Director
Daniel J. Cavanagh                         Director
Margaret C. Fechtmann                      Director
David Y. Rogers                            Director
Anthony J. Williamson                      Director
Joseph W. Jordan                           Director
Richard C. Pearson                         Director and President
Howard H Kayton                            Executive Vice President and
                                             Chief Actuary
Brian J. Finneran                          Senior Vice President
Jane F. Eagle                              Senior Vice President and Chief
                                             Financial Officer
Peter R. Jones                             Senior Vice President
Cheryl M. MacGregor                        Senior Vice President
Alexander H. Masson                        Senior Vice President
Anthony J. Williamson                      Senior Vice President, Chief
                                             Investment Officer
George R. Bateman                          Vice President
Roberta G. Isaeff                          Vice President
Ronald Plafkin                             Vice President
William G. Spangler                        Vice President
James C. Turner                            Vice President, Assistant Secretary
Leo Brown                                  Assistant Vice President
Steven J. Brash                            Assistant Vice President
Cheryl J. Finney                           Associate General Counsel, Vice
                                             President, and Assistant Secretary
Patrizia DiMolfetta                        Controller
James Bossert                              Assistant Controller
George J. Olah                             Treasurer
Louis Ragusa                               Secretary
Richard G. Mandel                          Assistant Secretary
Eugene A. Capobianco                       Assistant Vice President
Joseph A. Zdeb                             Assistant Vice President
Thomas V. Reedy                            Assistant Vice President and Actuary
Ataollah Azarshahi                         Assistant Vice President and Actuary
Harold B. Leff                             Assistant Vice President
Robert E. Dehais                           Assistant Vice President


<PAGE>


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

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

Item 27.    Number of Contract Owners

As of March 31, 2000, there were 11,595 owners of the Contracts which are the
subject of this post-effective amendment.

Item 28.    Indemnification

None

Item 29.    Principal Underwriters

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

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


Name                                    Position with Underwriter
- ----                                    -------------------------

Richard C. Pearson                      Director, Chairman, and President
Jane F. Eagle                           Director, Senior Vice President,
                                          Treasurer, and Chief Financial Officer
Brian J. Finneran                       Senior Vice President
Peter R. Jones                          Senior Vice President
Howard H Kayton                         Senior Vice President and Chief Actuary
James C. Turner                         Vice President and Assistant Secretary
Cheryl J. Finney                        Vice President and Assistant Secretary
*Gary A. Virnick                        Vice President and Supervisor of
                                          Compliance
* not an officer

Net
Name of             Underwriting    Compensation on
Principal           Discount and    Redemption or     Brokerage
Underwriter         Commissions*    Annuitization     Commission    Compensation
- -----------         ------------    -------------     ----------    ------------

Security First      None            None              None          None
Financial, Inc.

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

Item 30.    Location of Accounts and Records

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

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

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

<PAGE>

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Registrant makes the following undertaking:


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

<PAGE>

                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has duly caused
this amended Registration Statement to be signed on its behalf in the City of
Los Angeles and State of California on this 28 day of April, 2000.

                                    SECURITY FIRST LIFE SEPARATE ACCOUNT A
                                           (Registrant)

                                    By SECURITY FIRST LIFE INSURANCE COMPANY
                                           (Sponsor)


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

As required by the Securities Act of 1933, this amended Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated:

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



/S/ Richard C. Pearson          President, Chief Executive        April 28, 2000
- -----------------------------   Officer, & Director
Richard C. Pearson


/S/ Jane F. Eagle               Senior Vice President &           April 28, 2000
- ----------------------------    Chief Financial Officer
Jane F. Eagle


/S/ Mary Ann Brown*             Chairman of the Board &           April 28, 2000
- ----------------------------    Director
Mary Ann Brown


/S/ John K. Bruins*             Director                          April 28, 2000
- ----------------------------
John K. Bruins


/S/ Daniel J. Cavanagh*         Director                          April 28, 2000
- ----------------------------
Daniel J. Cavanagh


/S/ Margaret C. Fechtmann*      Director                          April 28, 2000
- ----------------------------
Margaret C. Fechtmann

                                Director                          ________, 2000
- ----------------------------
Joseph W. Jordan


                                Director                          ________, 2000
- ----------------------------
David Y. Rogers


/S/ Anthony J. Williamson *     Director                          April 28, 2000
- ----------------------------
Anthony J. Williamson


/S/ Richard C. Pearson
- ----------------------------
*(Richard C. Pearson as
Attorney-in-Fact for each
of the persons indicated)



INDEPENDENT AUDITORS' CONSENT


Security First Life Separate Account A of
Security First Life Insurance Company:

We consent to (a) the use in this Post-Effective Amendment No. 15 to
Registration Statement No. 33-47984 under the Securities Act of 1933 on Form N-4
and in this Amendment No. 122 to Registration Statement No. 811-3365 under the
Investment Company Act of 1940 of our report dated February 4, 2000 regarding
Security First Life Insurance Company and our report dated March 29, 2000
regarding Security First Life Separate Account A appearing in the financial
statements, which are included in Part B, the Statement of Additional
Information of such Registration Statement, (b) the reference to us under the
heading "Independent Auditors" in such Statement of Additional Information and
(c) the reference to us under the heading "Condensed Financial Information" in
the Prospectus, which is a part of such Registration Statement.


/s/ Deloitte & Touche LLP

Los Angeles, California
April 27, 2000



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