NWNL SELECT VARIABLE ACCOUNT
485BPOS, 1997-07-23
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                                                               File No. 33-69892
================================================================================
                                                               File No. 811-3341
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [X]

Pre-Effective Amendment No.                                                  [ ]
   
Post-Effective Amendment No.            5                                    [X]
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [X]

   
Amendment No.     6                                                          [X]
    

                        RELIASTAR SELECT VARIABLE ACCOUNT
                     (formerly NWNL Select Variable Account)
             (Exact Name of Registrant as Specified in its Charter)

                        RELIASTAR LIFE INSURANCE COMPANY
             (formerly Northwestern National Life Insurance Company)
                               (Name of Depositor)

            20 Washington Avenue South, Minneapolis, Minnesota 55401
         (Address of Depositor's Principal Executive Offices) (Zip Code)

        Depositor's Telephone Number, including Area Code: (612) 342-7346

                                Robert B. Saginaw
                        ReliaStar Life Insurance Company
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                     (Name and Address of Agent of Service)

                       Approximate date of proposed Public
                   Offering: As soon as practicable after the
                    Registration Statement becomes effective.

              It is proposed that this filing will become effective
                            (check appropriate space)

[ ] immediately  upon  filing  pursuant to  paragraph  (b) of Rule 485 
   
[X] on August 8, 1997  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.

Registrant  has  chosen  to  register  an  indefinite  amount of  securities  in
accordance with Rule 24f-2. The Rule 24f-2 Notice for  Registrant's  most recent
fiscal year was filed on or about February 21, 1997.
================================================================================

================================================================================


                        RELIASTAR SELECT VARIABLE ACCOUNT

                  Cross Reference Sheet Pursuant to Rule 495(a)

  FORM N-4
ITEM NUMBER           PART A HEADING IN PROSPECTUS

      1.              Cover Page
      2.              Definitions
      3.              Summary
      4.              Condensed Financial Information
      5.              The Company; The Variable Account; Investment of the 
                         Variable Account
      6.              Charges Made by the Company
      7.              The Contracts
      8.              Annuity Provisions
      9.              The Contracts
     10.              The Contracts
     11.              The Contracts
     12.              Federal Tax Status
     13.              Legal Proceedings
     14.              Statement of Additional Information Table of Contents

                      PART B HEADING IN STATEMENT OF ADDITIONAL INFORMATION

     15.              Cover Page
     16.              Table of Contents
     17.              Introduction
     18.              Administration of the Contracts
     19.              Distribution of the Contracts
     20.              Distribution of the Contracts
     21.              Calculation of Yield and Return
     22.              Annuity Provisions (In Prospectus)
     23.              Financial Statements

                      PART C HEADINGS

     24.              Financial Statements and Exhibits
     25.              Directors and Officers of the Depositor
     26.              Persons Controlled by or Under Common Control with the 
                         Depositor or Registrant
     27.              Number of Contract Owners
     28.              Indemnification
     29.              Principal Underwriters
     30.              Location of Accounts and Records
     31.              Not Applicable
     32.              Undertakings


Select*Annuity III


August 8, 1997 Prospectus


Individual Deferred

Variable/Fixed

Annuity Contract



                                                                  RELIASTAR
                                                                  ReliaStar Life



                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                                 1-800-621-3750
                                 --------------
              INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS
                                    ISSUED BY
                    THE RELIASTAR SELECT VARIABLE ACCOUNT OF
                        RELIASTAR LIFE INSURANCE COMPANY

     The Individual Deferred  Variable/Fixed Annuity Contracts described in this
Prospectus are flexible purchase payment contracts. The Contracts are sold to or
in  connection  with  retirement  plans which may or may not qualify for special
federal tax treatment under the Internal Revenue Code. (See "Federal Tax Status"
on page 36.) Annuity  payments under the Contracts are deferred until a selected
later date.

   
     Purchase  payments may be allocated by the Contract Owner to one or more of
the available  Sub-Accounts of ReliaStar  Select Variable Account (the "Variable
Account"),   a  separate  account  of  ReliaStar  Life  Insurance  Company  (the
"Company"),  and/or to the Fixed  Account  (which is the general  account of the
Company). The Fixed Account is not available to Contract Owners in the States of
Maryland, Oregon, South Carolina and Washington.  Purchase payments allocated to
one or more of the available  Sub-Accounts of the Variable Account,  as selected
by the contract  Owner,  will be invested in shares at net asset value of one or
more of a group of investment  funds (the  "Investment  Funds").  The Investment
Funds are currently three portfolios of The Alger American Fund, five portfolios
of Fidelity's  Variable  Insurance  Products Fund, four portfolios of Fidelity's
Variable  Insurance Products Fund II, four portfolios of Janus Aspen Series, two
portfolios of  Neuberger&Berman  Advisers  Management  Trust,  five funds of the
Northstar  Variable Trust, four portfolios of the OCC Accumulation Trust and six
funds of Putnam Variable Trust. Each Investment Fund pays its investment adviser
certain fees charged  against the assets of the  Investment  Fund.  The Variable
Account  Contract Value and the amount of variable  annuity  payments will vary,
primarily  based on the investment  performance  of the  Investment  Funds whose
shares are held in the Sub-Accounts  selected.  (For more information  about the
Investment Funds, see "Investments of the Variable Account" on page 20.)
    

     Additional  information  about the Contracts,  the Company and the Variable
Account,  contained in a Statement  of  Additional  Information  dated August 8,
1997,  has been  filed  with  the  Securities  and  Exchange  Commission  and is
available by accessing the SEC's  internet web site (http:  //  www.sec.gov)  or
upon request without charge by writing to Washington Square Securities, Inc., 20
Washington   Avenue   South,   Minneapolis,   Minnesota   55401  or  by  calling
1-800-621-3750.  The  Statement of Additional  Information  is  incorporated  by
reference in this  Prospectus  and its Table of Contents may be found on page 44
of this Prospectus.

     INFORMATION  ABOUT THE FIXED  ACCOUNT  MAY BE FOUND IN  APPENDIX A, ON PAGE
A-1.

     THIS PROSPECTUS  SETS FORTH  CONCISELY THE  INFORMATION  ABOUT THE CONTRACT
THAT A  PROSPECTIVE  INVESTOR  OUGHT TO KNOW  BEFORE  INVESTING  AND  SHOULD  BE
RETAINED FOR FUTURE REFERENCE.

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

   
SHARES OF THE  INVESTMENT  FUNDS,  AND  INTERESTS IN THE CONTRACTS AND THE FIXED
ACCOUNT ARE NOT  DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED  OR ENDORSED BY, A
BANK,  AND THE  SHARES  AND  INTERESTS  ARE NOT  FEDERALLY  INSURED  BY THE U.S.
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER  GOVERNMENTAL  AGENCY.  ANY  INVESTMENT  IN THE  CONTRACT  INVOLVES
CERTAIN INVESTMENT RISK WHICH MAY INCLUDE THE POSSIBLE LOSS OF PRINCIPAL.

                 THE DATE OF THIS PROSPECTUS IS AUGUST 8, 1997.

THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE ALGER AMERICAN
FUND, FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND, FIDELITY'S VARIABLE INSURANCE
PRODUCTS  FUND II,  JANUS ASPEN  SERIES,  NEUBERGER&BERMAN  ADVISERS  MANAGEMENT
TRUST,  THE NORTHSTAR  VARIABLE  TRUST,  THE OCC  ACCUMULATION  TRUST AND PUTNAM
VARIABLE TRUST, AND IS VALID ONLY WHEN ACCOMPANIED BY SUCH PROSPECTUSES.
    

     NO  PERSON  IS  AUTHORIZED  TO  GIVE  ANY   INFORMATION   OR  TO  MAKE  ANY
REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS OR ACCOMPANYING
INVESTMENT  FUND  PROSPECTUSES  AND,  IF  GIVEN  OR MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON  AS  HAVING  BEEN  AUTHORIZED.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY  SECURITIES  OTHER THAN THE  REGISTERED  SECURITIES TO WHICH IT RELATES.
THIS   PROSPECTUS   DOES  NOT  CONSTITUTE  AN  OFFER  OR   SOLICITATION  IN  ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.


                                TABLE OF CONTENTS


Definitions......................................................  4
Summary of Contract Expenses.....................................  7
Summary.......................................................... 13
Condensed Financial Information.................................. 14
Performance Information.......................................... 18
The Company...................................................... 19
The Variable Account............................................. 20
Investments of the Variable Account.............................. 20
Charges Made by the Company...................................... 26
     Surrender Charge (Contingent Deferred Sales Charge)......... 26
     Annual Contract Charge...................................... 27
     Mortality Risk Premium...................................... 28
     Expense Risk Premium........................................ 28
     Administration Charge....................................... 28
     Premium and Other Taxes..................................... 28
     Reduction of Charges........................................ 28
     Expenses of the Investment Funds............................ 29
Administration of the Contracts.................................. 29
The Contracts.................................................... 29
     Allocation of Purchase Payments............................. 29
     Sub-Account Accumulation Unit Value......................... 30
     Net Investment Factor....................................... 30
     Death Benefit Before the Annuity Commencement Date.......... 30
     Death Benefit After the Annuity Commencement Date........... 31
     Surrender (Redemption)...................................... 31
     Systematic Withdrawals...................................... 32
     Transfers................................................... 32
     Written Transfers........................................... 32
     Telephone/Fax Instructions.................................. 33
     Dollar Cost Averaging Transfers............................. 33
     Assignments................................................. 33
     Contract Owner and Beneficiaries............................ 34
     Contract Inquiries.......................................... 34
Annuity Provisions............................................... 34
     Annuity Commencement Date................................... 34
     Annuity Form Selection...................................... 34
     Annuity Forms............................................... 35
     Frequency and Amount of Annuity Payments.................... 35
     Annuity Payments............................................ 35
     Sub-Account Annuity Unit Value.............................. 36
     Assumed Investment Rate..................................... 36
Federal Tax Status............................................... 36
     Introduction................................................ 36
     Tax Status of the Contract.................................. 37
     Taxation of Annuities....................................... 38
     Transfers, Assignments or Exchanges of a Contract........... 39
     Withholding................................................. 39
     Multiple Contracts.......................................... 40
     Taxation of Qualified Plans................................. 40
     Possible Charge for the Company's Taxes..................... 41
     Other Tax Consequences...................................... 41
Voting of Fund Shares............................................ 41
Distribution of the Contracts.....................................42
Revocation........................................................42
Reports to Owners.................................................42
Legal Proceedings.................................................42
Financial Statements and Experts..................................42
Further Information...............................................43
Statement of Additional Information Table of Contents.............44
Appendix.........................................................A-1
Investment Fund Prospectuses
   
     ("Select*Product Mutual Funds")
The Alger American Fund:
     Alger American Growth Portfolio.........................Alger-1
     Alger American MidCap Growth Portfolio..................Alger-1
     Alger American Small Capitalization Portfolio...........Alger-1
    
Fidelity's Variable Insurance Products Fund (VIP):
     Equity-Income Portfolio.....................................VIP
     Growth Portfolio............................................VIP
     High Income Portfolio.......................................VIP
     Money Market Portfolio......................................VIP
     Overseas Portfolio..........................................VIP
Fidelity's Variable Insurance Products Fund II (VIP II):
     Asset Manager Portfolio.....................................VIP
     Contrafund Portfolio........................................VIP
     Index 500 Portfolio.........................................VIP
     Investment Grade Bond Portfolio.............................VIP
   
Janus Aspen Series:
     Aggressive Growth Portfolio.............................Janus-1
     Growth Portfolio........................................Janus-1
     International Growth Portfolio..........................Janus-1
     Worldwide Growth Portfolio..............................Janus-1
Neuberger&Berman Advisers Management Trust:
     Limited Maturity Bond Portfolio...........................N&B-1
     Partners Portfolio........................................N&B-1
    
Northstar Variable Trust:
     Northstar Growth Fund...............................Northstar-1
   
     Northstar High Yield Bond Fund......................Northstar-1
    
     Northstar Income and Growth Fund....................Northstar-1
   
     Northstar International Value Fund..................Northstar-1
    
     Northstar Multi-Sector Bond Fund....................Northstar-1
   
OCC Accumulation Trust:
     Equity Portfolio..........................................OCC-1
     Global Equity Portfolio...................................OCC-1
     Managed Portfolio.........................................OCC-1
     Small Cap Portfolio.......................................OCC-1
    
Putnam Variable Trust:
     Putnam VT Asia Pacific Growth Fund..................Putnam VT-1
     Putnam VT Diversified Income Fund...................Putnam VT-1
     Putnam VT Growth and Income Fund....................Putnam VT-1
     Putnam VT New Opportunities Fund....................Putnam VT-1
     Putnam VT Utilities Growth and
        Income Fund .....................................Putnam VT-1
     Putnam VT Voyager Fund..............................Putnam VT-1

                                   DEFINITIONS


   
THE ALGER AMERICAN FUND -
     Alger American Growth Portfolio
     Alger American MidCap Growth Portfolio
     Alger American Small Capitalization Portfolio
    

ANNUITANT- The person who is named by the Owner to receive annuity  payments and
     whose life determines the annuity benefits payable.

ANNUITY COMMENCEMENT  DATE  (COMMENCEMENT  DATE) - The date on which the annuity
     payments  begin,  which must be the first day of a month.  The date will be
     the first day of the month following the  Annuitant's  75th birthday unless
     an earlier or later date has been selected by the Owner and, if the date is
     later,  it has been agreed to by the Company.  If the Annuity  Commencement
     Date  selected by the Owner does not occur on a Valuation  Date at least 60
     days after the date on which the Contract was issued,  the Company reserves
     the right to adjust the Commencement Date to the first Valuation Date after
     the Commencement  Date selected by the Owner that is at least 60 days after
     the Contract issue date.

BENEFICIARY - The person who is named by the Owner to receive the Contract Value
     upon the death of the Owner  before  the  Annuity  Commencement  Date or to
     receive the balance of the annuity payments, if any, under the Annuity Form
     in effect at the Annuitant's death.

CODE - The Internal Revenue Code of 1986, as amended.

CONTRACT  ANNIVERSARY - Occurs yearly on the same day and month the Contract was
     issued.

CONTRACT OWNER  (OWNER) - The person who controls all the rights and  privileges
     under the Contract. The Annuitant owns the Contract unless another Owner is
     named as provided  for in the  Contract.  The Contract may be owned by one,
     but no more than two, natural persons only,  except when it is held under a
     retirement  plan  described  in  Section  401(a)  or  403(a),  or a program
     described in Section 403(b) of the Code.

CONTRACT VALUE - The sum of (a) the Variable  Account  Contract Value,  which is
     the value of the Sub-Account Accumulation Units under the Contract plus (b)
     the Fixed Account  Contract  Value,  which is the sum of purchase  payments
     allocated to the Fixed Account under the Contract,  plus credited interest,
     minus surrenders,  surrender  charges  previously  applied,  and any annual
     administrative  charges  applicable  to the  Fixed  Account,  and minus any
     transfers to the Variable Account.

CONTRACT YEAR - Each twelve-month period starting with the date the Contract was
     issued and each Contract Anniversary after that.

DEATH BENEFIT - The amount payable upon the death of a Contract Owner before the
     Annuity   Commencement   Date.  (See  "Death  Benefit  Before  the  Annuity
     Commencement Date" on page 30.)

DEATH BENEFIT VALUATION DATE - The Death Benefit Valuation Date is the Valuation
     Date next  following  the date the  Company  receives  proof of death and a
     written request from the Beneficiary for a single sum payment or an Annuity
     Form permitted by Section 72(s) of the Code.

FIXED ACCOUNT - The Fixed  Account is the general  account of the Company, which
     consists  of all  assets of the  Company  other  than  those  allocated  to
     separate accounts of the Company.

FIXED ANNUITY - An annuity with payments which do not vary as to dollar amount.

INVESTMENT FUNDS - Any  open-end  management  investment  company (or  portfolio
     thereof)  or  unit  investment   trust  (or  series  thereof)  in  which  a
     Sub-Account invests as described herein.

   
JANUS ASPEN SERIES -
     Aggressive Growth Portfolio
     Growth Portfolio
     International Growth Portfolio
     Worldwide Growth Portfolio

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST -
     Limited Maturity Bond Portfolio
     Partners Portfolio

NORTHSTAR VARIABLE TRUST (NORTHSTAR) -
    
     Northstar Growth Fund
   
     Northstar High Yield Bond Fund
    
     Northstar Income and Growth Fund
   
     Northstar International Value Fund
    
     Northstar Multi-Sector Bond Fund

   
OCC ACCUMULATION TRUST -
     Equity Portfolio
     Global Equity Portfolio
     Managed Portfolio
     Small Cap Portfolio
    

PUTNAM VARIABLE TRUST - Putnam VT Asia Pacific Growth Fund Putnam VT Diversified
     Income Fund  Putnam VT Growth and Income  Fund Putnam VT New  Opportunities
     Fund Putnam VT Utilities Growth and Income Fund Putnam VT Voyager Fund

QUALIFIED PLAN - A  retirement  plan  under  Sections  401,  403,  408 or 457 or
     similar provisions of the Code.

SPECIFIED CONTRACT ANNIVERSARY  - Each  consecutive  six year  anniversary  date
     measured  from the date the Contract  was issued.  The  Specified  Contract
     Anniversary is used to determine the Death Benefit  payable if the Contract
     Owner dies before the Annuity Commencement Date. (See "Death Benefit Before
     the Annuity Commencement Date" on page 30.)

SUB-ACCOUNT - That portion of the Variable Account  available under the Contract
     which invests in shares of a specific Investment Fund.

SUB-ACCOUNT ACCUMULATION UNIT - A unit of measure used to determine the Variable
     Account Contract Value before annuity payments start.

SUCCESSOR  BENEFICIARY  - The  person  named to become  the  Beneficiary  if the
     Beneficiary is not alive.

   
VALUATION DATE - Each  day on  which  the New York  Stock  Exchange  is open for
     business except for a day that a Sub-Account's  corresponding Fund does not
     value its  shares.  The New York  Stock  Exchange  is  currently  closed on
     weekends and on the following holidays:  New Year's Day; Martin Luther King
     Day; President's Day; Good Friday;  Fourth of July; Labor Day; Thanksgiving
     Day; and Christmas Day.
    

VALUATION  PERIOD - The time  interval  between  a  Valuation  Date and the next
     Valuation Date.

VARIABLE ACCOUNT - A separate  account of the Company  consisting  of assets set
     aside by the Company, the investment  performance of which is kept separate
     from that of the general assets of the Company.

VARIABLE ANNUITY - A series of periodic  payments  to the  Annuitant  which will
     vary in amount,  primarily based on the investment  results of the Variable
     Account Sub-Accounts under the Contract.

VARIABLE ANNUITY UNIT - A unit of measure used in the  calculation of the second
     and each subsequent variable annuity payment from the Variable Account.

   
VIP.  FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
    
     Equity-Income Portfolio
     Growth Portfolio
     High Income Portfolio
     Money Market Portfolio
     Overseas Portfolio

   
VIP II.  FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
    
     Contrafund Portfolio
     Asset Manager Portfolio
     Index 500 Portfolio
     Investment Grade Bond Portfolio



                          SUMMARY OF CONTRACT EXPENSES

CONTRACT OWNER TRANSACTION EXPENSES

Sales Charge Imposed on Purchases...........................................None

Surrender  Charge  (as a  percentage  of  amounts  surrendered  attributable  to
purchase payments made in the last six Contract Years) (a)

      CONTRACT YEAR OF SURRENDER               SURRENDER CHARGE
        MINUS CONTRACT YEAR OF                AS A PERCENTAGE OF
           PURCHASE PAYMENT                  EACH PURCHASE PAYMENT
           ----------------                  ---------------------
                   0                                   6%
                   1                                   6
                   2                                   5
                   3                                   5
                   4                                   4
                   5                                   4
              6 and later                              0

Transfer Charge(b)..........................................................None
ANNUAL CONTRACT CHARGE......................................................$30
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Premiums........................................1.25%
Other Account Fees and Expenses 
  (See "Administration Charge" on page 28.)...............................  .15%
Total Separate Account Annual Expenses.....................................1.40%


ANNUAL INVESTMENT FUND EXPENSES AFTER REIMBURSEMENTS (d) (e) (f) (g) (h) (i):
(as a percentage of Investment Fund average net assets)

<TABLE>
<CAPTION>

                                                                                                                    TOTAL INVESTMENT
                                                                                       MANAGEMENT         OTHER       FUND ANNUAL
                                                                                          FEES           EXPENSES       EXPENSES
                                                                                          ----           --------       --------
<S>                                                                                        <C>            <C>             <C>  
The Alger American Fund
     Alger American Growth Portfolio(c)                                                    0.75%          0.04%           0.79%
     Alger American MidCap Growth Portfolio(c)                                             0.80%          0.04%           0.84%
     Alger American Small Capitalization Portfolio(c)                                      0.85%          0.03%           0.88%
 Fidelity's Variable Insurance Products Fund (VIP):
     Equity-Income Portfolio(c)(d)                                                         0.51%          0.07%           0.58%
     Growth Portfolio(c)(d)                                                                0.61%          0.08%           0.69%
     High Income Portfolio(c)                                                              0.59%          0.12%           0.71%
     Money Market Portfolio                                                                0.21%          0.09%           0.30%
     Overseas Portfolio(c)(d)                                                              0.76%          0.17%           0.93%
 Fidelity's Variable Insurance Products Fund II (VIP II):
     Asset Manager Portfolio(c)(d)                                                         0.64%          0.10%           0.74%
     Contrafund Portfolio(c)(d)                                                            0.61%          0.13%           0.74%
     Index 500 Portfolio(c)(e)                                                             0.13%          0.15%           0.28%
     Investment Grade Bond Portfolio(c)                                                    0.45%          0.13%           0.58%
 Janus Aspen Series:
     Aggressive Growth Portfolio(c)(f)                                                     0.72%          0.04%           0.76%
     Growth Portfolio(c)(f)                                                                0.65%          0.04%           0.69%
     International Growth Portfolio(c)(f)                                                  0.05%          1.21%           1.26%
     Worldwide Growth Portfolio(c)(f)                                                      0.66%          0.14%           0.80%
 Neuberger&Berman Advisers Management Trust:
     Limited Maturity Bond Portfolio(c)                                                    0.65%          0.13%           0.78%
     Partners Portfolio(c)                                                                 0.84%          0.11%           0.95%
 Northstar Variable Trust:
     Northstar Growth Fund(g)                                                              0.75%          0.05%           0.80%
     Northstar High Yield Bond Fund(g)                                                     0.75%          0.05%           0.80%
     Northstar Income and Growth Fund(g)                                                   0.75%          0.05%           0.80%
     Northstar International Value Fund(g)                                                 0.75%          0.05%           0.80%
     Northstar Multi-Sector Bond Fund(g)                                                   0.75%          0.05%           0.80%
 OCC Accumulation Trust:
     Equity Portfolio(c)(h)                                                                0.80%          0.22%           1.02%
     Global Equity Portfolio(c)(h)                                                         0.80%          0.63%           1.43%
     Managed Portfolio(c)(h)                                                               0.80%          0.10%           0.90%
     Small Cap Portfolio(c)(h)                                                             0.80%          0.22%           1.02%
 Putnam Variable Trust:
     Putnam VT Asia Pacific Growth Fund                                                    0.80%          0.43%           1.23%
     Putnam VT Diversified Income Fund                                                     0.70%          0.13%           0.83%
     Putnam VT Growth and Income Fund                                                      0.49%          0.05%           0.54%
     Putnam VT New Opportunities Fund                                                      0.63%          0.09%           0.72%
     Putnam VT Utilities Growth and Income Fund(i)                                         0.69%          0.09%           0.78%
     Putnam VT Voyager Fund                                                                0.57%          0.06%           0.63%
</TABLE>

     The fee and expense information regarding the Investment Funds was provided
by the Investment Funds.  Except for the Northstar  Variable Trust,  neither the
Investment Funds nor their Advisers are affiliated with the Company.


EXAMPLES

     If you surrender  your contract at the end of the  applicable  time period,
you would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on assets.

<TABLE>
<CAPTION>
                                                                                       1 YEAR     3 YEARS    5 YEARS     10 YEARS
                                                                                       ------     -------    -------     --------
<S>                                                                                      <C>       <C>         <C>         <C> 
The Alger American Fund:
     Alger American Growth Portfolio                                                    $77        $116       $158         $262
     Alger American MidCap Growth Portfolio                                              78         118        161          267
     Alger American Small Capitalization Portfolio                                       78         119        163          271
 Fidelity's Variable Insurance Products Fund (VIP):
     Equity-Income Portfolio                                                             75         110        147          240
     Growth Portfolio                                                                    76         113        153          251
     High Income Portfolio                                                               76         114        154          253
     Money Market Portfolio                                                              72         101        133          211
     Overseas Portfolio                                                                  79         120        165          276
 Fidelity's Variable Insurance Products Fund II (VIP II):
     Asset Manager Portfolio                                                             77         115        155          256
     Contrafund Portfolio                                                                77         115        155          256
     Index 500 Portfolio                                                                 72         101        132          208
     Investment Grade Bond Portfolio                                                     75         110        147          240
 Janus Aspen Series:
     Aggressive Growth Portfolio                                                         77         115        156          258
     Growth Portfolio                                                                    76         113        153          251
     International Growth Portfolio                                                      82         130        181          308
     Worldwide Growth Portfolio                                                          77         117        159          263
 Neuberger&Berman Advisers Management Trust:
     Limited Maturity Bond Portfolio                                                     77         116        158          261
     Partners Portfolio                                                                  79         121        166          278
 Northstar Variable Trust:
     Northstar Growth Fund                                                               77         117        159          263
     Northstar High Yield Bond Fund                                                      77         117        159          263
     Northstar Income and Growth Fund                                                    77         117        159          263
     Northstar International Value Fund                                                  77         117        159          263
     Northstar Multi-Sector Bond Fund                                                    77         117        159          263
 OCC Accumulation Trust:
     Equity Portfolio                                                                    79         123        170          285
     Global Equity Portfolio                                                             84         135        190          324
     Managed Portfolio                                                                   78         120        164          273
     Small Cap Portfolio                                                                 79         123        170          285
 Putnam Variable Trust:
     Putnam VT Asia Pacific Growth Fund                                                  82         129        180          305
     Putnam VT Diversified Income Fund                                                   78         117        160          266
     Putnam VT Growth and Income Fund                                                    75         109        145          236
     Putnam VT New Opportunities Fund                                                    76         114        154          254
     Putnam VT Utilities Growth and Income Fund                                          77         116        158          261
     Putnam VT Voyager Fund                                                              76         111        150          245

</TABLE>

     If you annuitize  your contract at the end of the  applicable  time period,
you would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on assets.
<TABLE>
<CAPTION>

                                                                                       1 YEAR     3 YEARS    5 YEARS     10 YEARS
                                                                                       ------     -------    -------     --------
<S>                                                                                      <C>        <C>        <C>         <C> 
The Alger American Fund:
     Alger American Growth Portfolio                                                    $23        $71        $122         $262
     Alger American MidCap Growth Portfolio                                              24         73         125          267
     Alger American Small Capitalization Portfolio                                       24         74         127          271
 Fidelity's Variable Insurance Products Fund (VIP):
     Equity-Income Portfolio                                                             75         65         111          240
     Growth Portfolio                                                                    76         68         117          251
     High Income Portfolio                                                               76         69         118          253
     Money Market Portfolio                                                              72         56          97          211
     Overseas Portfolio                                                                  79         75         129          276
 Fidelity's Variable Insurance Products Fund II (VIP II):
     Asset Manager Portfolio                                                             77         70         119          256
     Contrafund Portfolio                                                                77         70         119          256
     Index 500 Portfolio                                                                 72         56          96          208
     Investment Grade Bond Portfolio                                                     75         65         111          240
 Janus Aspen Series:
     Aggressive Growth Portfolio                                                         23         70         120          258
     Growth Portfolio                                                                    22         68         117          251
     International Growth Portfolio                                                      28         85         145          308
     Worldwide Growth Portfolio                                                          23         72         123          263
 Neuberger&Berman Advisers Management Trust:
     Limited Maturity Bond Portfolio                                                     23         71         122          261
     Partners Portfolio                                                                  25         76         130          278
 Northstar Variable Trust:
     Northstar Growth Fund                                                               77         72         123          263
     Northstar High Yield Bond Fund                                                      23         72         123          263
     Northstar Income and Growth Fund                                                    77         72         123          263
     Northstar International Value Fund                                                  23         72         123          263
     Northstar Multi-Sector Bond Fund                                                    77         72         123          263
 OCC Accumulation Trust:
     Equity Portfolio                                                                    25         78         134          285
     Global Equity Portfolio                                                             30         90         154          324
     Managed Portfolio                                                                   24         75         128          273
     Small Cap Portfolio                                                                 25         78         134          285
 Putnam Variable Trust:
     Putnam VT Asia Pacific Growth Fund                                                  82         84         144          305
     Putnam VT Diversified Income Fund                                                   78         72         124          266
     Putnam VT Growth and Income Fund                                                    75         64         109          236
     Putnam VT New Opportunities Fund                                                    76         69         118          254
     Putnam VT Utilities Growth and Income Fund                                          77         71         122          261
     Putnam VT Voyager Fund                                                              76         66         114          245
</TABLE>

*If the  Contract's  Annuity  Commencement  Date  occurs  during  the  first two
Contract Years following the date the Contract was issued a Surrender  Charge is
deducted and the expenses shown in year 1 reflect this deduction.


     If you do not  surrender  or  annuitize  your  contract  at the  end of the
applicable  time  period,  you would  pay the  following  expenses  on a $ 1,000
investment, assuming a 5% annual return on assets.
<TABLE>
<CAPTION>

                                                                                       1 YEAR     3 YEARS    5 YEARS     10 YEARS
                                                                                       ------     -------    -------     --------
<S>                                                                                      <C>        <C>        <C>         <C> 
The Alger American Fund:
     Alger American Growth Portfolio                                                    $23        $71        $122         $262
     Alger American MidCap Growth Portfolio                                              24         73         125          267
     Alger American Small Capitalization Portfolio                                       24         74         127          271
 Fidelity's Variable Insurance Products Fund (VIP):
     Equity-Income Portfolio                                                             21         65         111          240
     Growth Portfolio                                                                    22         68         117          251
     High Income Portfolio                                                               22         69         118          253
     Money Market Portfolio                                                              18         56          97          211
     Overseas Portfolio                                                                  25         75         129          276
 Fidelity's Variable Insurance Products Fund II (VIP II):
     Asset Manager Portfolio                                                             23         70         119          256
     Contrafund Portfolio                                                                23         70         119          256
     Index 500 Portfolio                                                                 18         56          96          208
     Investment Grade Bond Portfolio                                                     21         65         111          240
 Janus Aspen Series:
     Aggressive Growth Portfolio                                                         23         70         120          258
     Growth Portfolio                                                                    22         68         117          251
     International Growth Portfolio                                                      28         85         145          308
     Worldwide Growth Portfolio                                                          23         72         123          263
 Neuberger&Berman Advisers Management Trust:
     Limited Maturity Bond Portfolio                                                     23         71         122          261
     Partners Portfolio                                                                  25         76         130          278
 Northstar Variable Trust:
     Northstar Growth Fund                                                               23         72         123          263
     Northstar High Yield Bond Fund                                                      23         72         123          263
     Northstar Income and Growth Fund                                                    23         72         123          263
     Northstar International Value Fund                                                  23         72         123          263
     Northstar Multi-Sector Bond Fund                                                    23         72         123          263
 OCC Accumulation Trust:
     Equity Portfolio                                                                    25         78         134          285
     Global Equity Portfolio                                                             30         90         154          324
     Managed Portfolio                                                                   24         75         128          273
     Small Cap Portfolio                                                                 25         78         134          285
 Putnam Variable Trust:
     Putnam VT Asia Pacific Growth Fund                                                  28         84         144          305
     Putnam VT Diversified Income Fund                                                   24         72         124          266
     Putnam VT Growth and Income Fund                                                    21         64         109          236
     Putnam VT New Opportunities Fund                                                    22         69         118          254
     Putnam VT Utilities Growth and Income Fund                                          23         71         122          261
     Putnam VT Voyager Fund                                                              22         66         114          245
</TABLE>

   
(a)  Under certain  situations  amounts may be surrendered free of any surrender
     charge.  For  more  information  on the  Surrender  Charge,  see  page  26,
     "Surrender Charge (Contingent Deferred Sales Charge)". The Company reserves
     the right to charge a partial  surrender  processing  fee not to exceed the
     lesser of 2% of the partial  surrender  amount or $25. For more information
     on the processing fee, see page 31, "Surrender (Redemption)".

(b)  The Company  currently  does not impose a charge on  transfers  between the
     Sub-Accounts  or to the Fixed  Account,  although the Company  reserves the
     right to  impose a charge  not to  exceed  $25 per each  transfer.  

(c)  The Company or its affiliates may receive compensation from an affiliate or
     affiliates  of certain of the Funds based upon an annual  percentage of the
     average  net assets  held in that Fund by the  Company  and  certain of the
     Company's  insurance  company  affiliates.  These  amounts are  intended to
     compensate  the Company or the  Company's  affiliates  for  administrative,
     record keeping,  distribution in some cases, and other services provided by
     such  parties to the Funds and/or the Funds'  affiliates.  Payments of such
     amounts by an affiliate or affiliates of the Funds do not increase the fees
     paid by the Funds or their shareholders.

(d)  A portion of the brokerage  commissions  that certain funds pay was used to
     reduce  funds  expenses.  In  addition,  certain  funds have  entered  into
     arrangements  with their  custodian  and transfer  agent  whereby  interest
     earned  on  uninvested  cash  balances  was used to  reduce  custodian  and
     transfer agent expenses.  Including these  reductions,  the total operating
     expenses  presented  in the table  would  have been .56% for  Equity-Income
     Portfolio, .67% for Growth Portfolio, .92% for Overseas Portfolio, .73% for
     Asset Manager Portfolio, and .71% for Contrafund Portfolio.

(e)  FMR agreed to reimburse a portion of Index 500 Portfolio's  expenses during
     the period.  Without this  reimbursement,  the funds' management fee, other
     expenses  and  total  expenses  would  have  been  .28%,  .15%,  and  .43%,
     respectively.  Expense reimbursements are voluntary.  There is no assurance
     of ongoing reimbursement.

(f)  The fees and  expenses  of Janus Aspen  Series are based on gross  expenses
     before expense offset  arrangements  for the fiscal year ended December 31,
     1996.  The  information  for  each  Portfolio  is  net of  fee  waivers  or
     reductions  from Janus Capital.  Fee reductions for the Aggressive  Growth,
     Growth,  International  Growth,  and Worldwide Growth Portfolios reduce the
     management fee to the level of the  corresponding  Janus retail fund. Other
     waivers,  if applicable  are first applied  against the  management fee and
     then  against  other  expenses.  Without such  waivers or  reductions,  the
     Management  fee,  Other  Expenses and Total  Operating  Expenses would have
     been: 0.79%,  0.04% and 0.83% for the Aggressive  Growth Portfolio;  0.79%,
     0.04%, and 0.83% for the Growth Portfolio;  1.00%,  1.21% and 2.21% for the
     International  Growth  Portfolio;  and,  0.77%,  0.14%,  and  0.91% for the
     Worldwide  Growth  Portfolio.  Janus  Capital may modify or  terminate  the
     waivers  or  reductions  at any time  upon at least 90 days'  notice to the
     Trustees of Janus Aspen Series.

(g)  The  investment  adviser  to the  Northstar  Variable  Trust has  agreed to
     reimburse the five  Northstar  Funds for any expenses in excess of 0.80% of
     each  Fund's  average  daily net assets.  In the absence of the  investment
     adviser's expense reimbursements,  the actual expenses that would have been
     paid by each Fund during its fiscal year ended December 31, 1996 would have
     been: Northstar Growth Fund: 1.70%;  Northstar High Yield Bond Fund: 1.73%.
     Northstar Income and Growth Fund: 1.40%;  Northstar Multi-Sector Bond Fund:
     1.68%; and The Northstar  International Value Fund commenced  operations on
     August 8, 1997. Absent expense reimbursement,  the actual expenses for this
     fund are estimated to be 1.90%. Expense Reimbursements are voluntary. There
     is no assurance of ongoing reimbursement.

(h)  The annual expenses of OCC Accumulation Trust Portfolios (the "Portfolios")
     as of December 31, 1996 have been  restated to reflect new  management  fee
     and  expense  limitation   arrangements  in  effect  as  of  May  1,  1996.
     Additionally,  Other  expenses are shown gross of certain  expense  offsets
     afforded the Portfolios which effectively lowered overall custody expenses.
     Effective May 1, 1996,  the expenses of the Portfolios  were  contractually
     limited by OpCap  Advisors so that their  respective  annualized  operating
     expenses  (net  of any  expense  offsets)  do not  exceed  1.25%  of  their
     respective  average  daily net assets.  Furthermore,  through  December 31,
     1997, the annualized  operating expenses of the Equity,  Managed, and Small
     Cap  Portfolios  will be  voluntarily  limited  by OpCap  Advisors  so that
     annualized  operating  expenses  (net  of any  expense  offsets)  of  these
     Portfolios  do not  exceed  1.00% of their  respective  average  daily  net
     assets.  Without such  contractual  and voluntary  expense  limitations and
     without giving effect to any expense  offsets,  the Management  Fees, Other
     Expenses and Total  Investment  Fund Expenses  incurred for the fiscal year
     ended December 31, 1996 would have been .80%, .31% and 1.11%  respectively,
     for the  Equity  Portfolio;  .80%,  1.04% and 1.84%  respectively,  for the
     Global Equity Portfolio; .80%, .10% and .90% respectively,  for the Managed
     Portfolio;  and  .80%,  .26% and  1.06%  respectively,  for the  Small  Cap
     Portfolio.  Expense reimbursements are voluntary.  There is no assurance of
     ongoing reimbursement.

(i)  On July 11, 1996,  shareholders approved an increase in the fees payable to
     Putnam  Investment   Management,   Inc.  ("Putnam  Management")  under  the
     Management  Contract  for Putnam VT Utilities  Growth and Income Fund.  The
     management fees and total expenses shown in the table have been restated to
     reflect the increase.  Actual  management  fees and total  expenses for the
     year ended December 31, 1996 were 0.64% and 0.73%, respectively.
    

     THE  EXAMPLES  SHOWN  IN  THE  TABLE  ABOVE  SHOULD  NOT  BE  CONSIDERED  A
REPRESENTATION  OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE MORE OR LESS
THAN THOSE SHOWN. THE 5% ANNUAL RETURN ASSUMED IS HYPOTHETICAL AND SHOULD NOT BE
CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE  ANNUAL  RETURNS,  WHICH MAY BE
GREATER OR LESS THAN THE ASSUMED RATE.

     The purpose of this table is to assist the Contract Owner in  understanding
the various costs and expenses that a Contract  Owner will bear either  directly
or indirectly.  The table reflects the expenses of the Variable  Account as well
as those of the Investment Funds. The $30 Annual Contract Charge is reflected as
an annual percentage  charge in this table based on the anticipated  average net
assets in the Variable  Account and Fixed Account,  which translates to a charge
equal to an annual  rate of 0.090% of the  Variable  Account  and Fixed  Account
values.

     In addition to the costs and expenses  shown in this table,  state  premium
taxes may also be  applicable.  For more  information on state premium taxes see
page 28, "Premium and Other Taxes".

                                     SUMMARY

     The  Contracts  are flexible  premium  individual  deferred  variable/fixed
retirement  annuity  contracts  issued by the Variable  Account and the Company.
(See "The Company" and "The  Variable  Account" on page 20.) They are sold to or
in  connection  with  retirement  plans which may or may not qualify for special
federal tax treatment under the Internal Revenue Code. (See "Federal Tax Status"
on page 36.) Annuity  payments  under the Contracts  are deferred  until a later
date.

     Purchase  payments  may  be  allocated  to  one or  more  of the  available
Sub-Accounts  of the  Variable  Account  and/or to the Fixed  Account (the Fixed
Account is not available to Contract  Owners in the States of Maryland,  Oregon,
South  Carolina  and  Washington).  Purchase  payments  allocated to one or more
Sub-Accounts  of the  Variable  Account  will be invested in shares at net asset
value of one or more of the  Investment  Funds.  The Variable  Account  Contract
Value and the amount of variable annuity payments will vary,  primarily based on
the investment  performance of the Investment Funds whose shares are held in the
Sub-Accounts selected. (See "Investments of the Variable Account" on page 20.)

     No deduction for a sales charge is made from the purchase  payments for the
Contracts.  However, a surrender charge (contingent  deferred sales charge) may,
with  certain  exceptions,  apply to whole or  partial  surrenders  of  purchase
payments that have been  credited  under the Contract for less than six Contract
Years.  Except for  Contracts  issued in the state of  Washington,  a  surrender
charge will also be deducted if the Contract's Annuity  Commencement Date occurs
within the first two years after the date the Contract was issued. The amount of
the surrender charge will vary as follows:

   CONTRACT YEAR OF SURRENDER MINUS         SURRENDER CHARGE AS A
   CONTRACT YEAR OF PURCHASE PAYMENT     PERCENTAGE OF EACH PURCHASE
                                                    PAYMENT
                 0 - 1                                 6%
                 2 - 3                                 5
                 4 - 5                                 4
              6 and later                              0

(See "Surrender Charge (Contingent Deferred Sales Charge)" on page 26.)

     In addition,  on each  Contract  Anniversary  (and on the  surrender of the
Contract for its full value if it is not surrendered on a Contract  Anniversary)
the Company will deduct from the  Contract  Value an Annual  Contract  Charge of
$30.  During the annuity  period the Annual  Contract  Charge will be separately
assessed  against fixed annuity  payments and variable annuity payments and will
be  deducted  from each fixed  annuity  payment and from each  variable  annuity
payment in equal  installments  if both forms of annuity  payment are  selected.
Otherwise  such  charge  will be  deducted  from each fixed  annuity or variable
annuity  payment as applicable.  The Annual  Contract Charge is to reimburse the
Company for administrative expenses relating to the issue and maintenance of the
Contracts. (See "Annual Contract Charge" on page 27.)

     The Company also deducts a Mortality Risk Premium,  an Expense Risk Premium
and an Administration  Charge, equal to an annual rate of 1.40% of the daily net
assets of the available  Sub-Accounts of the Variable  Account.  (See "Mortality
Risk Premium", "Expense Risk Premium" and "Administration Charge" on page 28.)

     The initial  purchase  payment  must be $5,000 or more for a  Non-Qualified
Contract  and no  subsequent  individual  payment may be less than $500.  If the
Contract is being  purchased  by or in  connection  with a Qualified  Plan,  the
minimum initial purchase payment is $2,000, and no subsequent individual payment
may be less than $200.  The  Company  may  choose  not to accept any  subsequent
purchase payment if the additional purchase payment,  when added to the Contract
Value at the next Valuation Date, would exceed $ 1,000,000. The Company reserves
the  right to  accept  smaller  initial  and  subsequent  purchase  payments  in
connection  with  special  circumstances,   including  sales  through  group  or
sponsored arrangements.

     If the Contract Value at the Annuity Commencement Date is less than $5,000,
the Contract Value may be distributed in a single sum payment in lieu of annuity
payments.  If any annuity  payment  would be less than $50,  the Company has the
right to change the  frequency  of payments to such  intervals as will result in
payments of at least $50 each. (See  "Frequency and Amount of Annuity  Payments"
on page 35.) The minimum frequency and amount of annuity payments or the minimum
Contract Value required for annuity payments may vary by state.

     Premium taxes payable to any  governmental  entity will be charged  against
the Contracts. (See "Premium and Other Taxes" on page 28.)

     The  Contract  Owner may  request  early  withdrawal  of all or part of the
Contract  Value  before  the  Annuity   Commencement   Date.   (See   "Surrender
(Redemption)" on page 31.) Under the Code,  penalty taxes may apply to the early
withdrawal of amounts  accumulated under a Contract whether or not such Contract
is part of a Qualified Plan. (See "Taxation of Annuities" on page 38.)

     The  Contract  Owner may return the  Contract  within ten days after it was
delivered  to the  Owner,  and  receive a refund of the  Contract  Value  unless
otherwise required by law. (See "Revocation" on page 42.)

                         CONDENSED FINANCIAL INFORMATION

     The following table shows,  for each  Sub-Account of the Variable  Account,
the value of a Sub-Account  Accumulation Unit as they are invested in portfolios
at the dates  shown,  and the total  number of  Sub-Account  Accumulation  Units
outstanding at the end of each period:
<TABLE>
<CAPTION>

                                   SUB-ACCOUNT INVESTING IN                             YEAR ENDED DECEMBER 31
                                                                                   1996         1995          1994
                                                                                   ----         ----          ----
<S>                                                                               <C>           <C>            <C>
  THE ALGER AMERICAN FUND:
    ALGER AMERICAN GROWTH PORTFOLIO
   (Since August 8, 1997)
   Beginning of period                                                             ---           ---           ---
   End of period                                                                   ---           ---           ---
   Units outstanding at end of period                                              ---           ---           ---
    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
    (Since August 8, 1997)
    Beginning of period                                                            ---           ---           ---
    End of period                                                                  ---           ---           ---
    Units outstanding at end of period                                             ---           ---           ---
    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
    (Since August 8, 1997)
    Beginning of period                                                            ---           ---           ---
    End of period                                                                  ---           ---           ---
    Units outstanding at end of period                                             ---           ---           ---

  FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP):
    EQUITY-INCOME PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                            $14.0081      $10.5139      $10.0000
    End of period                                                                  $15.7861      $14.0081      $10.5139
    Units outstanding at end of period                                            3,108,409     1,874,623       709,023
    GROWTH PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                            $13.1611       $9.8584      $10.0000
    End of period                                                                  $14.8863      $13.1611       $9.8584
    Units outstanding at end of period                                            2,484,915     1,527,407       747,558
    HIGH INCOME PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                            $11.4563       $9.6317      $10.0000
    End of period                                                                  $12.8821      $11.4563       $9.6317
    Units outstanding at end of period                                            1,104,232       608,287       239,723
    MONEY MARKET PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                            $10.7316      $10.2767      $10.0000
    End of period                                                                  $11.1555      $10.7316      $10.2767
    Units outstanding at end of period                                            1,558,218     1,002,405       427,592
    OVERSEAS PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                            $10.7569       $9.9447      $10.0000
    End of period                                                                  $12.0091      $10.7569       $9.9447
    Units outstanding at end of period                                            1,096,743       765,862       503,864
  FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II):
    ASSET MANAGER PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                           $10.6096        $9.1981      $10.0000
    End of period                                                                 $11.9898       $10.6096       $9.1981
    Units outstanding at end of period                                           1,562,912      1,333,252     1,089,020
    CONTRAFUND PORTFOLIO
    (Since May 1, 1995)
    Beginning of period                                                           $12.1031       $10.0000      ---
    End of period                                                                 $14.4777       $12.1031      ---
    Units outstanding at end of period                                           1,419,399        440,844      ---
    INDEX 500 PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                           $13.4594        $9.9476      $10.0000
    End of period                                                                 $16.3012       $13.4594       $9.9476
    Units outstanding at end of period                                           1,010,296        314,004        89,274
    INVESTMENT GRADE BOND PORTFOLIO
    (Since January 6, 1994)
    Beginning of period                                                           $10.9662        $9.4774      $10.0000
    End of period                                                                 $11.1581       $10.9662       $9.4774
    Units outstanding at end of period                                             709,332        668,429       306,289
  JANUS ASPEN SERIES:
    AGGRESSIVE GROWTH PORTFOLIO
    (Since  August 8, 1997)
    Beginning of period                                                           ---           ---            ---
    End of period                                                                 ---           ---            ---
    Units outstanding at end of period                                            ---           ---            ---
  GROWTH PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  INTERNATIONAL GROWTH PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  WORLDWIDE GROWTH PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST:
  LIMITED MATURITY BOND PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  PARTNERS PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
NORTHSTAR VARIABLE TRUST :
  NORTHSTAR GROWTH FUND
  (Since January 3, 1995)
  Beginning of period                                                             $12.3714       $10.0000      ---
  End of period                                                                   $15.0172       $12.3714      ---
  Units outstanding at end of period                                               376,557         16,298      ---
NORTHSTAR HIGH YIELD BOND FUND
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  NORTHSTAR INCOME AND GROWTH FUND
  (Since January 3, 1995):
  Beginning of period                                                             $12.0224       $10.0000      ---
  End of period                                                                   $13.4910       $12.0224      ---
  Units outstanding at end of period                                               143,393         38,118      ---
  NORTHSTAR INTERNATIONAL VALUE FUND
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  NORTHSTAR MULTI-SECTOR BOND FUND
  (Since January 3, 1995)
  Beginning of period                                                             $11.3881       $10.0000      ---
  End of period                                                                   $12.7208       $11.3881      ---
  Units outstanding at end of period                                               152,651         21,964      ---
OCC ACCUMULATION TRUST:
  EQUITY PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  GLOBAL EQUITY PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  MANAGED PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
  SMALL CAP PORTFOLIO
  (Since August 8, 1997)
  Beginning of period                                                             ---           ---            ---
  End of period                                                                   ---           ---            ---
  Units outstanding at end of period                                              ---           ---            ---
PUTNAM VARIABLE TRUST:
  PUTNAM VT ASIA PACIFIC GROWTH FUND
  (Since May 1, 1995)
  Beginning of period                                                             $10.1361       $10.0000      ---
  End of period                                                                   $10.9048       $10.1361      ---
  Units outstanding at end of period                                               281,445         77,407      ---
  PUTNAM VT DIVERSIFIED INCOME FUND
  (Since January 6, 1994)
  Beginning of period                                                             $11.0666        $9.4193      $10.0000
  End of period                                                                   $11.8740       $11.0666       $9.4193
  Units outstanding at end of period                                               685,507        574,909       334,112
  PUTNAM VT GROWTH AND INCOME FUND
  (Since January 6, 1994)
  Beginning of period                                                             $13.3162        $9.8762      $10.0000
  End of period                                                                   $16.0091       $13.3162       $9.8762
  Units outstanding at end of period                                             1,639,863        719,095       228,484
  PUTNAM VT NEW OPPORTUNITIES FUND
  (Since May 1, 1995)
  Beginning of period                                                             $13.3506       $10.0000      ---
  End of period                                                                   $14.5039       $13.3506      ---
  Units outstanding at end of period                                             1,312,658        279,170      ---
  PUTNAM VT UTILITIES GROWTH AND INCOME FUND
  (Since January 6, 1994)
  Beginning of period                                                             $12.0072        $9.2881      $10.0000
  End of period                                                                   $13.7107       $12.0072       $9.2881
  Units outstanding at end of period                                               384,868        237,434       109,160
  PUTNAM VT VOYAGER FUND
  (Since January 6, 1994)
  Beginning of period                                                             $13.9272       $10.0386      $10.0000
  End of period                                                                   $15.5144       $13.9272      $10.0386
  Units outstanding at end of period                                             2,244,324      1,090,262       338,970
</TABLE>

                             PERFORMANCE INFORMATION

     From time to time, the Company may advertise or include in sales literature
yields,  effective  yields,  and total returns for the  available  Sub-Accounts.
THESE  FIGURES ARE BASED ON  HISTORICAL  EARNINGS AND DO NOT INDICATE OR PROJECT
FUTURE  PERFORMANCE.  Each  Sub-Account  may,  from time to time,  advertise  or
include in sales literature performance relative to certain performance rankings
and indices compiled by independent organizations.  More detailed information as
to the  calculation of  performance  information,  as well as  comparisons  with
unmanaged market indices, appears in the Statement of Additional Information.

     Yields,  effective  yields and total returns for the Sub-Accounts are based
on the investment performance of the corresponding  portfolios of the Investment
Funds. The performance in part reflects the Investment Funds' expenses.  See the
prospectuses for the Investment Funds.

   
     The yield of the  Sub-Account  investing  in  Fidelity's  VIP Money  Market
Portfolio  refers to the  annualized  income  generated by an  investment in the
Sub-Account  over a  specified  seven-day  period.  The yield is  calculated  by
assuming that the income  generated for that seven-day  period is generated each
seven-day  period  over a 52-week  period  and is shown as a  percentage  of the
investment.  The effective yield is calculated  similarly but, when  annualized,
the  income  earned  by an  investment  in  the  Sub-Account  is  assumed  to be
reinvested.  The effective  yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

     The yield of a Sub-Account  (except the Money Market Sub-Account  investing
in  Fidelity's  VIP Money  Market  Portfolio)  refers to the  annualized  income
generated  by an  investment  in the  Sub-Account  over a  specified  30-day  or
one-month period.  The yield is calculated by assuming that the income generated
by the  investment  during that 30-day or  one-month  period is  generated  each
period over a 12-month period and is shown as a percentage of the investment.
    

     The total return of a Sub-Account  refers to return quotations  assuming an
investment under a Contract has been held in the Sub-Account for various periods
of time  including,  but not  limited  to, a period  measured  from the date the
Sub-Account  commenced  operations.  Average annual total return refers to total
return  quotations  that are annualized  based on an average return over various
periods of time.

     The average  annual total return  quotations  represent the average  annual
compounded  rates of return that would equate an initial  investment  of $ 1,000
under a Contract to the redemption  value of that  investment as of the last day
of each of the periods for which total return  quotations are provided.  Average
annual total return information shows the average percentage change in the value
of an investment  in the  Sub-Account  from the beginning  date of the measuring
period to the end of that period.  This  version of average  annual total return
reflects all  historical  investment  results,  less all charges and  deductions
applied against the Sub-Account (including any surrender charge that would apply
if an Owner  terminated  the Contract at the end of each period  indicated,  but
excluding any deductions for premium taxes).

     When a  Sub-Account  has been in operation  for one,  five,  and ten years,
respectively,  the total return for these periods will be provided.  For periods
prior to the date the Sub-Account commenced operations,  performance information
for  Contracts  funded  by the  Sub-Accounts  will be  calculated  based  on the
performance of the  Investment  Funds'  portfolios  and the assumption  that the
Sub-Accounts  were in existence for the same periods as those  indicated for the
Investment  Funds'  portfolios,  with the level of Contract charges that were in
effect at the inception of the Sub-Accounts for the Contracts.

     Average total return  information may be presented and computed on the same
basis as  described  above,  except  deductions  will not include the  surrender
charge.  In addition,  the Company may from time to time disclose average annual
total return in non-standard  formats and cumulative  total return for Contracts
funded by the Sub-Accounts.

     The Company may, from time to time,  also disclose  yield and total returns
for the  portfolios of the  Investment  Funds,  including  such  disclosure  for
periods prior to the dates the Sub-Accounts commenced operations.

     For additional  information  regarding the calculation of other performance
data, please refer to the Statement of Additional Information.

     In advertising and sales  literature,  the performance of each  Sub-Account
may be compared to the performance of other variable  annuity issuers in general
or to the  performance of particular  types of variable  annuities  investing in
mutual funds, or investment  series of mutual funds with  investment  objectives
similar to each of the Sub-Accounts. Lipper Analytical Services, Inc. ("Lipper")
and the  Variable  Annuity  Research  Data  Service  ("VARDS")  are  independent
services which monitor and rank the  performance of variable  annuity issuers in
each of the major categories of investment objectives on an industry-wide basis.

     Lipper's  rankings  include  variable  life  insurance  issuers  as well as
variable annuity issuers.  VARDS rankings compare only variable annuity issuers.
The performance  analyses prepared by Lipper and VARDS each rank such issuers on
the basis of total return,  assuming  reinvestment of distributions,  but do not
take  sales  charges,  redemption  fees or  certain  expense  deductions  at the
separate  account level into  consideration.  In addition,  VARDS  prepares risk
adjusted  rankings,  which  consider  the effects of market risk on total return
performance.  This type of ranking  provides  data as to which funds provide the
highest total return within various categories of funds defined by the degree of
risk inherent in their investment objectives.

     Advertising  and sales  literature may also compare the performance of each
Sub-Account  to the Standard & Poor's  Composite  Index of 500 Stocks,  a widely
used measure of stock performance. This unmanaged index assumes the reinvestment
of dividends but does not reflect any  "deduction"  for the expense of operating
or managing an investment  portfolio.  Other  independent  ranking  services and
indices may also be used as a source of performance comparison.

     The Company  may also  report  other  information  including  the effect of
tax-deferred  compounding on a Sub-Account's  investment  returns, or returns in
general,  which may be illustrated by tables,  graphs or charts.  All income and
capital gains derived from  Sub-Account  investments are reinvested and can lead
to substantial  long-term  accumulation of assets,  provided that the underlying
portfolio's investment experience is positive.

                                   THE COMPANY

     The  Company,  organized  in  1885,  is  a  stock  life  insurance  company
incorporated under the laws of the State of Minnesota.  The Company is a direct,
wholly-owned  subsidiary of ReliaStar Financial Corp., a publicly-traded holding
company  incorporated under the laws of the State of Delaware,  whose shares are
listed on the New York  Stock  Exchange.  The  Company  offers  individual  life
insurance and  annuities,  employee  benefits,  and  retirement  contracts.  The
Company is admitted to do  business in the  District of Columbia  and all states
except New York. Its home office is at 20 Washington Avenue South,  Minneapolis,
Minnesota  55401  (telephone  612/372-5507).  The  Contracts  described  in this
Prospectus are  nonparticipating.  The capital and surplus of the Company should
be  considered  as  bearing  only upon the  ability  of the  Company to meet its
obligations under the Contracts.

                              THE VARIABLE ACCOUNT

     The Variable  Account is a Separate  Account of the Company  established by
the Board of Directors of the Company on November 12, 1981, pursuant to the laws
of the  State  of  Minnesota.  The  Variable  Account  is  registered  with  the
Securities  and  Exchange  Commission  as a  unit  investment  trust  under  the
Investment  Company Act of 1940, as amended ("1940 Act"). Such registration does
not involve  supervision  by the  Commission  of the  management  or  investment
policies or  practices of the Variable  Account,  the Company or the Funds.  The
Company  has  complete  ownership  and  control  of the  assets in the  Variable
Account,  but these assets are held  separately  from the Company's other assets
and are not part of the Company's General Account.

     The portion of the assets of the Variable Account equal to the reserves and
other  contract  liabilities  of the  Variable  Account will not be charged with
liabilities  incurred in any other  business  that the Company may conduct.  The
Company  has the right to  transfer  to its  General  Account  any assets of the
Variable Account which are in excess of such reserves and other liabilities. The
income,  if any, and gains and losses,  realized or unrealized,  of the Variable
Account  will be credited  to or charged  against  the amount  allocated  to the
Variable  Account,  in accordance  with the contracts  supported by the Variable
Account, without regard to the other income, gains or losses of the Company.

     Purchase  payments  allocated to the Variable  Account under a Contract are
invested in one or more  Sub-Accounts  of the  Variable  Account.  The  purchase
payments  under a Contract are  allocated  to the  Sub-Account  or  Sub-Accounts
selected by the Owner,  and the future Variable  Account  Contract Value depends
primarily on the investment performance of the Investment Funds whose shares are
held in the Sub-Accounts selected.

     Shares  of the  Investment  Funds  are also  available  to  other  variable
contracts  funded by the  Variable  Account and to separate  accounts  for other
types of variable contracts.

                       INVESTMENTS OF THE VARIABLE ACCOUNT

     When a  Contract  is  applied  for,  the Owner  may elect to have  purchase
payments  allocated to one or more of the available  Sub-Accounts  each of which
invests in shares of one of the  Investment  Funds at its net asset  value.  The
Owner may change a purchase payment  allocation for future purchase payments and
may at any time transfer all or part of any existing  values in a Sub-Account to
another Sub-Account that invests in shares of another Investment Fund.

   
     The following are the investment  advisers for the Investment Funds offered
through the Contract. The advisers are paid fees for their services by the Funds
they manage. Fred Alger Management, Inc. is the investment adviser for the three
portfolios of The Alger American Fund.  Fidelity  Management & Research  Company
("FMR") is the investment adviser for the nine portfolios of Fidelity's Variable
Insurance  Products Funds I and II (VIP and VIP II);  Janus Capital  Corporation
("Janus  Capital") is the  investment  adviser for the four  portfolios of Janus
Aspen Series;  Neuberger&Berman Management is the investment adviser for the two
portfolios of the Advisers  Management Trust;  Northstar  Investment  Management
Corporation  is the  investment  adviser  for the five  funds  of the  Northstar
Variable Trust; OpCap Advisors is the investment adviser for the four portfolios
of the OCC Accumulation  Trust; and Putnam Management is the investment  adviser
for the six portfolios of Putnam Variable Trust.

     The  Company has  entered  into  service  agreements  with the  managers or
distributors  of  certain  of the Funds  pursuant  to which the  Company  or its
affiliates may receive from affiliates of the Funds  compensation  for providing
administrative,  record  keeping,  or  distribution  in some  cases,  and  other
services to the Funds or their affiliates.  Such compensation is paid based upon
aggregated net asset goals. Currently, the Company has service arrangements with
Fred Alger  Management,  Inc.,  Fidelity  Management & Research  Company,  Janus
Capital, Neuberger&Berman Management, and OpCap Advisors.

     The Investment  Funds  currently  offered,  together with their  investment
objectives are briefly described below. More detailed information concerning the
investment  objectives,  policies and restrictions  pertaining to the Investment
Funds and the expenses,  investment  advisory services and charges and the risks
attendant to  investing  in the  portfolios  of the  Investment  Funds and other
aspects of their  operations  can be found in the  current  prospectus  for each
Investment   Fund  which   accompany   this   Prospectus   in  a  book  entitled
"Select*Product   Mutual  Funds",   and  the  current  Statement  of  Additional
Information for each Investment Fund. The Investment Fund prospectuses should be
read carefully  before any decision is made concerning the allocation of premium
payments or transfers among the Sub-Accounts.

THE ALGER AMERICAN FUND:

     ALGER AMERICAN GROWTH  PORTFOLIO has the investment  objective of long term
capital  appreciation.  Except during temporary defensive periods, the Portfolio
invests at least 65% of its total assets in equity securities of companies that,
at the time of purchase of the securities,  have total market  capitalization of
$1 billion or greater. The Portfolio may invest up to 35% of its total assets in
equity  securities  companies  that, at the time of purchase,  have total market
capitalization of less than $1 billion.

     ALGER AMERICAN MIDCAP GROWTH PORTFOLIO has the investment objective of long
term capital  appreciation.  Except  during  temporary  defensive  periods,  the
Portfolio  invests  at least 65% of its total  assets  in equity  securities  of
companies  that,  at the time of purchase of the  securities,  have total market
capitalization  within  the range of  companies  included  in the S&P MidCap 400
Index,  updated  quarterly.  The S&P MidCap 400 Index is  designed  to track the
performance of medium capitalization  companies.  The Portfolio may invest up to
35% of its total assets in equity  securities of companies  that, at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included  in the S&P  Mid-Cap 400 Index and in excess of that amount (up to 100%
of its assets) during temporary defensive periods.

     ALGER AMERICAN SMALL CAPITALIZATION  PORTFOLIO has the investment objective
of long term capital  appreciation.  Except during temporary  defensive periods,
the Portfolio  invests at least 65% of its total assets in equity  securities of
companies that, at the time of purchase,  have "total market  capitalization"  -
present  market  value  per  share  multiplied  by the  total  number  of shares
outstanding - within the range of companies  included in the Russell 2000 Growth
Index  ("Russell  Index")  or the S&P Small Cap 600 Index  ("S&P  Index").  Both
indexes are broad  indexes of small  capitalization  stocks.  The  Portfolio may
invest up to 35% of its total assets in equity  securities of companies that, at
the time of purchase,  have total market capitalization  outside of the combined
range of these indices,  and in excess of that amount (up to 100% of its assets)
during temporary defensive periods.
    

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP):

     EQUITY-INCOME  PORTFOLIO seeks reasonable income by investing  primarily in
income-producing  equity securities.  In choosing these securities the portfolio
will also consider the potential for capital appreciation.  The portfolio's goal
is to  achieve a yield  which  exceeds  the  composite  yield on the  securities
comprising the Standard & Poor's Composite Index of 500 Stocks.

     GROWTH  PORTFOLIO  seeks to achieve  capital  appreciation.  The  portfolio
normally purchases common stocks, although its 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.

     HIGH  INCOME  PORTFOLIO  seeks to obtain a high level of current  income by
investing primarily in lower-rated,  fixed-income securities (sometimes referred
to as "junk  bonds"),  while also  considering  growth of capital.  Lower-rated,
fixed-income  securities are considered  speculative and involve greater risk of
default than higher-rated, fixed-income securities and are more sensitive to the
issuer's capacity to pay. Consult the VIP prospectus for further  information on
the risks  associated  with the  portfolio's  investment in  lower-rated,  fixed
income securities.

     MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as
is consistent with  preserving  capital and providing  liquidity.  The portfolio
will  invest  only  in  high-quality   U.S.  dollar   denominated  money  market
instruments of domestic and foreign  issuers.  An investment in the portfolio is
not insured or guaranteed by the U.S. Government,  and there can be no assurance
that the portfolio will maintain a stable asset value per share of $1.00.

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

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II):

     ASSET MANAGER  PORTFOLIO seeks high total return with reduced risk over the
long-term by allocating its assets among domestic and foreign stocks,  bonds and
short-term, fixed-income instruments.

     CONTRAFUND  PORTFOLIO seeks capital  appreciation by investing in companies
believed  to be  under-valued  due to an  overly  pessimistic  appraisal  by the
public.   The  portfolio  invests  primarily  in  common  stock  and  securities
convertible  into common stock, but it has the flexibility to invest in any type
of security that may produce capital appreciation.

     INDEX 500 PORTFOLIO seeks to provide  investment results that correspond to
the total return (i.e., the combination of capital changes and income) of common
stocks  publicly  traded in the United States.  In seeking this  objective,  the
portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low. The portfolio is designed as a long-term investment option.

     INVESTMENT  GRADE BOND PORTFOLIO seeks as high a level of current income as
is consistent with the  preservation of capital by investing in a broad range of
investment-grade, fixed-income securities.

   
JANUS ASPEN SERIES:

     AGGRESSIVE  GROWTH PORTFOLIO is a nondiversified  fund that seeks long-term
growth of capital by investing primarily in common stocks. The Portfolio intends
to normally  invest at least 50% of its equity  assets in  securities  issued by
medium-sized companies.

     GROWTH  PORTFOLIO  is a  diversified  fund that seeks  long-term  growth of
capital in a manner  consistent with the preservation of capital by investing in
common  stocks of  issuers of any size.  Generally,  this  Portfolio  emphasizes
issuers with larger market capitalizations.

     INTERNATIONAL  GROWTH  PORTFOLIO is a diversified fund that seeks long-term
growth of capital by investing  primarily in common stocks of foreign issuers of
any size.  The  Portfolio  normally  invests at least 65% of its total assets in
issuers from at least five different countries excluding the United States.

     WORLDWIDE  GROWTH  PORTFOLIO  is a  diversified  fund that seeks  long-term
growth of capital in a manner  consistent  with the  preservation  of capital by
investing  primarily  in common  stocks of foreign and  domestic  issuers of any
size.  Worldwide Growth Portfolio normally invests in issuers from at least five
different countries including the United States.

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST ("AMT"):

     LIMITED MATURITY BOND PORTFOLIO seeks to provide the highest current income
consistent  with low risk to principal and  liquidity;  and  secondarily,  total
return.  It invests in a  diversified  portfolio  primarily  consisting  of U.S.
Government and Agency  securities and investment grade debt securities issued by
financial  institutions,  corporations,  and  others.  "Investment  grade"  debt
securities  are those  receiving  one of the four  highest  ratings from Moody's
Investors Service, Inc. ("Moody's"),  Standard & Poor's Rating Group ("S&P"), or
another nationally  recognized  statistical rating  organization.  Securities in
which  the  portfolio  may  invest  include  mortgage-backed  and  asset  backed
securities,  repurchase  agreements  with respect to U.S.  Government and Agency
securities,  and foreign  investments.  The  portfolio may also invest in fixed,
variable or inflation-indexed debt securities.

     PARTNERS PORTFOLIO seeks capital growth through an investment approach that
is designed to increase capital with reasonable risk. It invests in a portfolio,
which  in  turn,  invests  principally  in  common  stocks  of  medium  to large
capitalization   established   companies,   using  a  value-oriented   approach.
Neuberger&Berman  Management  looks for  securities  believed to be  undervalued
based  on  strong  fundamentals,   including  a  low  price-to-earnings   ratio,
consistent  cash flow,  and the company's  track record through all parts of the
market cycle.  Up to 15% of the  portfolio's  net assets measured at the time of
investment  may  be  invested  in  corporate  debt  securities  that  are  below
investment  grade or in comparable  unrated  securities.  Securities rated below
investment grade, as well as comparable unrated securities, are often considered
to be speculative and usually entail greater risk.
    

NORTHSTAR VARIABLE TRUST (NORTHSTAR)

     NORTHSTAR  GROWTH  FUND  is a  diversified  portfolio  with  an  investment
objective  of  long-term  growth  of  capital  through   investments  in  equity
securities of companies that are believed to provide above average potential for
capital appreciation.  Navellier Fund Management,  Inc. serves as sub-adviser to
the Fund and is  responsible  for the  day-to-day  investment  management of the
Fund,  subject to the supervision of the investment  adviser and the Trustees of
the Fund. All fees and expenses of the subadvisory  arrangement are borne by the
investment adviser.

   
     NORTHSTAR  HIGH  YIELD  BOND  FUND  is  a  diversified  portfolio  with  an
investment  objective of seeking high income consistent with the preservation of
capital.   Under  normal  market   conditions,   this  Investment  Fund  invests
predominantly in high-yield, high-risk, lower-rated U.S. dollar denominated debt
securities.  These  securities  are commonly  known as "junk bonds." Most of the
securities  in which the  Investment  Fund  invests  are  rated,  at the time of
investment,  at least Caa by Moody's Investors Service,  Inc. ("Moody's") or CCC
by Standard & Poor's  Corporation  ("S&P") or, if not rated,  are of  comparable
quality in the  opinion of the  investment  adviser.  The  Investment  Fund may,
however,  invest in securities in the lowest  ratings  categories of Moody's and
S&P, which arc "C" in the case of Moody's and "D" in the case of S&P.
    

     NORTHSTAR  INCOME  AND  GROWTH  FUND  is a  diversified  portfolio  with an
investment  objective of seeking  current income  balanced with the objective of
achieving  capital  appreciation.  This Fund will seek to achieve its  objective
through  investments  in common and preferred  stocks,  convertible  securities,
investment grade corporate debt securities and government  securities,  selected
for their prospects of producing income and capital appreciation. Wilson/Bennett
Capital Management,  Inc. ("Wilson/Bennett") is the sub-adviser to this Fund and
is responsible for the day-to-day  investment management of the Fund, subject to
the supervision of the investment adviser and the Trustees of the Fund. All fees
and expenses of the subadvisory arrangement are borne by the investment adviser.

   
     NORTHSTAR  INTERNATIONAL  VALUE FUND is a  diversified  portfolio  with the
objective  of long-term  capital  appreciation.  The Fund  invests  primarily in
equity securities of foreign  companies with a market  capitalization of greater
than $1 billion,  but may hold up to 25% of its assets in companies with smaller
market capitalization.  It generally invests at least 65% of its total assets in
equities  of issuers  located in at least three  countries  other than the U.S.,
including,  Western Europe, North and South America,  Australia,  Asia and other
nations.  Brandes Investment  Partners,  L.P.  ("Brandes") is the sub-adviser to
this Fund and is  responsible  for the day-to-day  investment  management of the
Fund,  subject to the supervision of the investment  adviser and the Trustees of
the Fund. All fees and expenses of the  sub-advisory  agreement are borne by the
investment adviser.

     NORTHSTAR  MULTI-SECTOR  BOND  FUND  is a  diversified  portfolio  with  an
investment  objective  of  maximizing  current  income.  This  Fund will seek to
achieve its objective by investment in the following sectors of the fixed income
securities  markets:  (a)  securities  issued or  guaranteed as to principal and
interest by the U.S. Government, its agencies, authorities or instrumentalities;
(b)  investment  grade  corporate  debt  securities;  (c)  investment  grade  or
comparable  quality debt securities  issued by foreign  corporate  issuers,  and
securities  issued by  foreign  governments  and their  political  subdivisions,
limited  to 35% of  assets  determined  at  the  time  of  investment;  and  (d)
high-yield  high-risk  fixed  income  securities  of U.S.  and foreign  issuers,
limited to 50% of assets determined at the time of investment.

OCC ACCUMULATION TRUST:

     EQUITY PORTFOLIO seeks long term capital appreciation through investment in
securities  (primarily equity  securities) of companies that are believed by the
Manager to be undervalued in the  marketplace in relation to factors such as the
companies'  assets  or  earnings.  It is the  manager's  intention  to invest in
securities of companies  which in the Manager's  opinion  possess one or more of
the  following   characteristics:   undervalued  assets,  valuable  consumer  or
commercial  franchises,  securities valuation below peer companies,  substantial
and growing cash flow and/or a favorable price to book value  relationship.  The
Portfolio will invest primarily in stocks listed on the New York Stock exchange.
In addition, it may also purchase securities listed on other domestic securities
exchanges, securities traded in the domestic over-the-counter market and foreign
securities  provided  that they are listed on a domestic  or foreign  securities
exchange or represented  by American  depository  receipts  listed on a domestic
securities exchange or traded in domestic or foreign over-the-counter markets.

     GLOBAL  EQUITY  PORTFOLIO  seeks  long term  capital  appreciation  through
pursuit of a global investment  strategy primarily  involving equity securities.
The  Portfolio  may invest  anywhere in the world with no  requirement  that any
specific  percentage  of its assets be  committed  to any given  country.  Under
normal  circumstances,  at least 65 percent of the Portfolio's total assets will
be invested in equity securities in at least three different  countries,  one of
which may be the United States.  Opportunities for capital appreciation may also
be presented by debt  securities.  The  Portfolio may invest up to 35 percent of
its total assets in debt  obligations  with remaining  maturities of one year or
more of U.S.  or foreign  corporate,  governmental  or bank  issuers.  It is the
present intention of the Portfolio,  although not a fundamental  policy,  not to
invest more than 5 percent of its total  assets in debt  securities  rated below
investment-grade.  Although there is no minimum rating for this category of debt
instruments,  the  Portfolio  does not  intend to  invest in bonds  which are in
default.

     MANAGED  PORTFOLIO  seeks to achieve  growth of capital  over time  through
investment  in  a  portfolio   consisting  of  common  stocks,  bonds  and  cash
equivalents,  the  percentages  of  which  will  vary  based  on  the  Manager's
assessments of the relative outlook for such investments.  In seeking to achieve
its investment objective,  the types of equity securities in which the Portfolio
may  invest  are  likely to be the same as those in which the  Equity  Portfolio
invests,  although  securities  of the type in which  the  Small  Cap  Portfolio
invests may, to a lesser extent, be included. Debt securities are expected to be
predominately  investment  grade  intermediate to long term U.S.  Government and
corporate  debt,  although the Portfolio  will also invest in high quality short
term money market and cash  equivalent  securities  and may invest almost all of
its assets in such  securities  when the Manager  deems it advisable in order to
preserve  capital.  In  addition,   the  Portfolio  may  also  purchase  foreign
securities  provided  that they are listed on a domestic  or foreign  securities
exchange or are represented by American  depository receipt listed on a domestic
securities exchange or traded in domestic or foreign over-the counter markets.

     SMALL CAP PORTFOLIO  seeks capital  appreciation  through  investments in a
diversified  portfolio  consisting  primarily of equity  securities of companies
with market  capitalizations  of under $1 billion.  The  Portfolio  may purchase
securities in initial  public  offerings,  or shortly after such  offerings have
been   completed,   when  the  Manager   believes  that  such   securities  have
greater-than-average  market appreciation potential.  Under normal circumstances
at least 65% of the  Portfolio's  assets will be invested in equity  securities.
The majority of securities  purchased by the Portfolio will be traded on the New
York Stock  Exchange,  the American  Stock  Exchange or in the  over-the-counter
market,  and will also include options,  warrants,  bonds,  notes and debentures
which  are  convertible  into or  exchangeable  for,  or which  grant a right to
purchase or sell  securities.  In  addition,  the  Portfolio  may also  purchase
foreign  securities  provided  that they are  listed on a  domestic  or  foreign
securities exchange or are represented by American depository receipts listed on
a domestic securities exchange or traded in domestic or foreign over-the counter
markets.
    

PUTNAM VARIABLE TRUST

     PUTNAM VT ASIA PACIFIC GROWTH FUND seeks capital  appreciation by investing
primarily in securities of companies  located in Asia and the Pacific Basin. The
Fund's  investments  will normally  include  common  stocks,  preferred  stocks,
securities  convertible into common stocks or preferred stocks,  and warrants to
purchase common stocks or preferred stocks.

     PUTNAM VT DIVERSIFIED INCOME FUND seeks high current income consistent with
capital  preservation  by investing in the following  three sectors of the fixed
income securities  markets: a U.S. Government Sector, a High Yield Sector (which
invests primarily in securities that are commonly known as "junk bonds"), and an
International  Sector.  Consult the Putnam Variable Trust Prospectus for further
information on the risks associated with this Fund's  investments in high-yield,
higher-risk fixed income securities.

     PUTNAM VT GROWTH AND INCOME FUND seeks capital growth and current income by
investing  primarily in common stocks that offer  potential for capital  growth,
current income, or both.

     PUTNAM VT NEW OPPORTUNITIES  FUND seeks long-term  capital  appreciation by
investing  principally  in common  stocks of companies in sectors of the economy
which  Putnam  Management  believes  possess   above-average   long-term  growth
potential.

     PUTNAM VT UTILITIES GROWTH AND INCOME FUND seeks capital growth and current
income by concentrating  its investments in debt and equity securities issued by
companies in the public utilities industries.

   
     PUTNAM VT VOYAGER FUND seeks capital appreciation by investing primarily in
common stocks of companies  that Putnam  Management  believes have potential for
capital appreciation that is significantly greater than that of market averages.
    

THERE IS NO  ASSURANCE  THAT THE STATED  OBJECTIVES  AND  POLICIES OF ANY OF THE
INVESTMENT FUNDS WILL BE ACHIEVED.

     The Company  reserves  the right,  subject to  compliance  with the law, to
offer additional Investment Funds.

     An investment in the Variable Account, or in any portfolio of an Investment
Fund, including the VIP Money Market Portfolio,  is not insured or guaranteed by
the U.S.  Government,  and there can be no  assurance  that the VIP Money Market
Portfolio will be able to maintain a stable net asset value of $1.00 per share.

     The Investment Funds are available to registered  separate  accounts of the
Company and of insurance  companies,  other than the Company,  offering variable
annuity contracts and variable life insurance policies.

     The  Company  currently  does  not  foresee  any  disadvantages  to  Owners
resulting from the  Investment  Funds selling shares to fund products other than
the  Contracts.  However,  there is a possibility  that a material  conflict may
arise between Owners whose Contract Values are allocated to the Variable Account
and the  owners  of  variable  life  insurance  policies  and  variable  annuity
contracts  issued by the  Company or by such other  companies  whose  assets are
allocated  to one or more other  separate  accounts  investing in any one of the
Investment Funds. In the event of a material conflict, the Company will take any
necessary  steps,  including  removing the Variable Account from that Investment
Fund,  to  resolve  the  matter.  The Board of  Directors  or  Trustees  of each
Investment Fund will monitor events in order to identify any material  conflicts
that possibly may arise and determine  what action,  if any,  should be taken in
response to those  events or  conflicts.  See each  individual  Investment  Fund
prospectus for more information.

REINVESTMENT

     The Investment  Funds described above have as a policy the  distribution of
income  dividend and capital gains.  However,  under the Contracts  described in
this Prospectus there is an automatic reinvestment of such distributions.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENT FUND SHARES


     The  Company  reserves  the  right,  subject  to  applicable  law,  to make
additions to, deletions from, or  substitutions  for the shares that are held in
the Variable Account or that the Variable Account may purchase. If the shares of
a portfolio of an Investment  Fund are no longer  available for investment or if
in the Company's  judgment further  investment in any portfolio of an Investment
Fund  should  become  inappropriate  in view  of the  purposes  of the  Variable
Account,  the  Company  may redeem the shares,  if any,  of that  portfolio  and
substitute shares of another registered open-end management  investment company.
The Company will not substitute any shares attributable to a Contract's interest
in a Sub-Account  of the Variable  Account  without notice and prior approval of
the SEC and state insurance authorities, as required by law.

   

     The Company also reserves the right to establish additional Sub-Accounts of
the Variable  Account,  each of which would invest in shares  corresponding to a
new portfolio of an Investment Fund or in shares of another  investment  company
having a specified investment  objective or delete Sub-Accounts  pursuant to the
process  described in this section.  Subject to applicable  law and any required
SEC  approval,   the  Company  may,  in  its  sole  discretion,   establish  new
Sub-Accounts  or eliminate  one or more  Sub-Accounts  if marketing  needs,  tax
considerations  or investment  conditions  warrant.  Any new Sub-Accounts may be
made  available to existing  Contract  Owners on a basis to be determined by the
Company.

     There are  currently  thirty-three  Sub-Accounts  and  their  corresponding
Investment  Funds in this  Contract.  You are only permitted to participate in a
maximum of seventeen investment options over the lifetime of your Contract.  You
do not have to choose your investment options in advance, but upon participation
in the  seventeenth  Fund since the issue of the Contract you would only be able
to transfer  within the  seventeen  Funds  already  utilized and which are still
available.
    

     For example,  assume that you select seven  investment  options.  Later you
transfer out of all of your seven  initial  selections  and choose ten different
Sub-Accounts,  none of which are the same as your original seven selections. You
have now used your maximum  selection of seventeen  Sub-Accounts.  You may still
allocate  purchase  payments  or  transfer  Contract  Values  among  any  of the
seventeen  Sub-Accounts  you  have  previously  selected.  However,  you may not
allocate funds to the remaining  Sub-Accounts at any time. An Owner may transfer
partial or  complete  Contract  Values to the Fixed  Account  from the  Variable
Account at any time.

   
     The Company currently plans to discontinue offering certain of the Funds as
investment  options. It is anticipated that this will occur in the first half of
1998 , subject to and  contingent  upon  receipt  of  various  approvals.  It is
expected  that any  Contract  Owner  monies that are  invested  in  Sub-Accounts
investing in the discontinued  Funds will be transferred to alternate Funds with
similar investment  objectives.  The proposed  discontinued and transferee Funds
are as  follows:  Fidelity  VIP  II  Asset  Manager  Portfolio  to  OCC  Managed
Portfolio;  Fidelity's VIP Overseas Portfolio to Northstar  International  Value
Fund; Putnam VT Asia Pacific Fund to Janus Worldwide Growth Portfolio; Putnam VT
Utilities  Growth  and  Income  Fund to  Putnam VT  Growth  Fund;  Putnam VT New
Opportunities Fund to Putnam VT Voyager Fund. Policyholders who have investments
in any of  discontinued  Funds  will be  permitted  for a  period  of 30 days to
transfer their  investment into a  non-discontinued  Fund without payment of any
transfer charge.
    

     If any of these  substitutions  or changes are made,  the  Company  may, by
appropriate  endorsement,  change the  Contract to reflect the  substitution  or
change.  If the Company deems it to be in the best  interest of Contract  Owners
and  Annuitants,  and  subject  to any  approvals  that  may be  required  under
applicable law, the Variable Account may be operated as a management  investment
company under the 1940 Act, it may be deregistered under the Act if registration
is no longer required, or it may be combined with other separate accounts of the
Company.

     If a purchase  payment for a selected  Sub-Account is unable to be invested
because shares of the  applicable  Investment  Fund are no longer  available for
investment or if in the judgment of the Company's  management further investment
in such Investment Fund shares would be inappropriate in view of the purposes of
the Contract,  the portion of the purchase payment  designated to be invested in
such  Investment  Fund will be returned to the Owner.  The Owner may then direct
investment of such purchase payment to a different Sub-Account.

                           CHARGES MADE BY THE COMPANY

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)

     No deduction for a sales charge is made from the purchase  payments for the
Contracts.  However, the surrender charge described below (which may be deemed a
contingent  deferred  sales  charge),  when it is  applicable,  is  intended  to
reimburse  the  Company  for  expenses  relating  to the sale of the  Contracts,
including  commissions  to sales  personnel,  costs of sales  material and other
promotional activities and sales administration costs.

     If part or all of a Contract's  value is surrendered,  or if the Contract's
Annuity  Commencement  Date occurs within the first two years after the Contract
was  issued,  surrender  charges  may be  made  by the  Company.  (See  "Annuity
Commencement  Date" on page 34.) For purposes of the following  surrender charge
description,  "New  Purchase  Payments"  are those  Contract  purchase  payments
received by the Company  during the Contract Year in which the surrender  occurs
or in the five immediately preceding Contract Years; "Old Purchase Payments" are
those  Contract  purchase  payments  not defined as New Purchase  Payments;  and
"Contract  Earnings" at any Valuation Date is the Contract Value less the sum of
New Purchase Payments and Old Purchase Payments.

     For purposes of determining  surrender  charges,  surrenders shall first be
taken  from Old  Purchase  Payments  until  they are  exhausted,  then  from New
Purchase  Payments  until  they are  exhausted,  and  thereafter  from  Contract
Earnings.

     Surrenders  taken from the following  amounts ("Free  Surrenders")  are not
subject to a surrender  charge  during any Contract  Year:  (a) any Old Purchase
Payments not already surrendered; (b) 10% of all New Purchase Payments that have
been received by the Company (with the exception of Systematic Withdrawals, this
does not apply to  surrenders  made  during the first  Contract  Year nor to any
surrenders after the first surrender made in each Contract Year thereafter); and
(c) any Contract Earnings being surrendered.

     TOTAL SURRENDERS - The surrender charge for a total surrender is determined
by multiplying the amount of each New Purchase Payment surrendered,  that is not
eligible for a free surrender,  by the applicable surrender charge percentage as
set forth in the following table:

                   SURRENDER CHARGE PERCENTAGE TABLE
   CONTRACT YEAR OF SURRENDER MINUS         SURRENDER CHARGE AS A
   CONTRACT YEAR OF PURCHASE PAYMENT     PERCENTAGE OF EACH PURCHASE
                                                    PAYMENT
                   0                                   6%
                   1                                   6
                   2                                   5
                   3                                   5
                   4                                   4
                   5                                   4
              6 and later                              0


     PARTIAL  SURRENDERS  - The  amount of the  partial  surrender  subject to a
surrender  charge is determined by dividing (a) the portion of each New Purchase
Payment to be surrendered  which is not eligible for a Free Surrender by (b) one
minus the  applicable  surrender  charge  percentage  from the Surrender  Charge
Percentage  Table set forth above.  The  resulting  amount for each New Purchase
Payment to be surrendered is then multiplied by the applicable  surrender charge
percentage from the Surrender  Charge  Percentage Table shown above to arrive at
the amount of surrender charge to be assessed by the Company.

     If the  surrender  charge  is less than the  Contract  Value  that  remains
immediately  after  surrender,  it will be  deducted  proportionately  from  the
Sub-Accounts  that make up such Contract Value. If the surrender  charge is more
than such remaining Contract Value, the portion of the surrender charge that can
be deducted  from such  remaining  Contract  Value will be so  deducted  and the
balance will be deducted from the surrender  payment.  In computing  surrenders,
any portion of a surrender  charge that is deducted from the remaining  Contract
Value will be deemed a part of the surrender.

ANNUAL CONTRACT CHARGE

     Each  year on the  Contract  Anniversary,  the  Company  deducts  an Annual
Contract   Charge  of  $30  from  the   Contract   Value  to  reimburse  it  for
administrative  expenses relating to the Contract,  the Variable Account and the
Sub-Accounts.  The Company will not increase the Annual Contract Charge.  In any
Contract  Year when a Contract is  surrendered  for its full value on other than
the Contract  Anniversary,  the Annual  Contract  Charge will be deducted at the
time of such  surrender.  During  the  annuity  period  if both a fixed  annuity
payment and a variable  annuity  payment are selected,  then an Annual  Contract
Charge will be separately  assessed  against each payment type. The charges will
be  deducted  in  equal  installments  from  each  such  payment  made  during a
twelve-month  period.  If only a fixed  annuity  payment or a  variable  annuity
payment is selected,  then only one Annual  Contract Charge will be assessed and
deducted in equal installments.

MORTALITY RISK PREMIUM

     The variable  annuity  payments made to Annuitants  will vary in accordance
with the  investment  performance  of the  Sub-Accounts  selected  by the Owner.
However,  they will not be affected by the mortality  experience (death rate) of
persons  receiving  annuity  payments  from the  Variable  Account.  The Company
assumes this "mortality risk" and has guaranteed the annuity rates  incorporated
in the Contract, which cannot be changed.

     To  compensate  the  Company  for  assuming  this  mortality  risk  and the
mortality  risk that  Beneficiaries  of  Annuitants  dying  before  the  Annuity
Commencement  Date may receive  amounts in excess of the then  current  Contract
Value (see "Death Benefit Before the Annuity Commencement Date" on page 30), the
Company  deducts a Mortality  Risk Premium from the  Variable  Account  Contract
Value.  The deduction is made daily in an amount that is equal to an annual rate
of 0.85% of the daily Contract  Values under the Variable  Account.  The Company
may not  change  the rate  charged  for the  Mortality  Risk  Premium  under any
Contract.

EXPENSE RISK PREMIUM

     The  Company  will  not  increase  charges  for   administrative   expenses
regardless of its actual  expenses.  To compensate the Company for assuming this
expense  risk,  the Company  deducts an Expense  Risk  Premium from the Variable
Account  Contract Value.  The deduction is made daily in an amount that is equal
to an annual rate of 0.40% of the daily Variable Account  Contract  Values.  The
Company may not change the rate of the Expense Risk Premium under any Contract.

ADMINISTRATION CHARGE

     The Company deducts a daily Administration Charge from the Variable Account
Contract  Value in an  amount  equal  to an  annual  rate of 0.15% of the  daily
Contract Values under the Variable Account. This charge is deducted to reimburse
the  Company  for the  cost  of  providing  administrative  services  under  the
Contracts and the Variable  Account.  The Company may not change the rate of the
Administration Charge under any Contract.

PREMIUM AND OTHER TAXES

     Various  states  and  other  governmental  entities  levy  a  premium  tax,
currently  ranging  up to  3.50%,  on  annuity  contracts  issued  by  insurance
companies.  If the Owner of the Contract  lives in a  governmental  jurisdiction
that levies such a tax, the Company will pay the taxes when due and reserves the
right to deduct the amount of the tax either from purchase  payments as they are
received  or  from  the  Contract  Value  at  the  Annuity   Commencement   Date
(immediately  before  the  Contract  Value is  applied  to an  Annuity  Form) as
permitted or required by applicable law.

     The  current  range of premium  tax rates is a guide only and should not be
relied on to determine  actual premium taxes on any purchase payment or Contract
because  the taxes are subject to change  from time to time by  legislative  and
other governmental  action. The timing of tax levies also varies from one taxing
authority to another.  Consequently,  in many cases the  purchaser of a Contract
will not be able to  accurately  determine  the  premium tax  applicable  to the
Contract by reference  to the range of tax rates  described  above.  The Company
reserves  the right to deduct  charges  for any  other  tax or  economic  burden
resulting  from  the  application  of the  tax  laws  that it  determines  to be
applicable to the Contract.

REDUCTION OF CHARGES

     Any of the charges  under the  Contract,  as well as the  minimum  purchase
payment requirements set forth in this Prospectus, may be reduced due to special
circumstances that result in lower sales,  administrative or mortality expenses.
For  example,  special  circumstances  may  exist in  connection  with  group or
sponsored  arrangements,  sales to the Company's  policy and Contract  Owners or
those of affiliated insurance companies, or sales to employees or clients of the
Company's  affiliates.  The amount of any  reductions  will  reflect the reduced
sales effort and administrative costs resulting from, or the different mortality
experience expected as a result of, the special  circumstances.  Reductions will
not be unfairly discriminatory against any person, including the affected policy
or  Contract  owners and owners of all other  contracts  funded by the  Variable
Account.

EXPENSES OF THE INVESTMENT FUNDS

     There are fees  deducted  from and  expenses  paid out of the assets of the
Investment  Funds that are described in the  accompanying  prospectuses  for the
Funds.

                         ADMINISTRATION OF THE CONTRACTS

   
     The   Company   assumes  the   responsibilities   of   performing   certain
administrative  functions  relating to the Contracts  and the Variable  Account.
These functions include,  among other things,  maintaining the books and records
of the Variable  Account and the  Sub-Accounts,  and maintaining  records of the
name, address, taxpayer identification number, Contract number, type of Contract
issued to each Owner,  Contract Value and other pertinent  information necessary
to the  administration  and  operation of the  Contracts.  These  administrative
functions are located at: the Variable Annuity  Administration  Center, P.O. Box
59218, Minneapolis, Minnesota 55459-0218; Telephone 1-800-621-3750.
    

                                  THE CONTRACTS

     The  Contracts  described in this  Prospectus  are designed for  retirement
plans which may or may not be Qualified  Plans.  Often a single purchase payment
is made for a deferred  annuity,  but this Contract  freely  permits  subsequent
purchase  payments  up to the  maximum  level of funding  set forth  below.  The
minimum amount the Company will accept as an initial  purchase payment is $5,000
for Non-Qualified Contracts and $2,000 for Qualified Contracts.  The Company may
choose  not to  accept  any  subsequent  purchase  payment  for a  Non-Qualified
Contract if it is less than $500 and for a Qualified Contract if it is less than
$200. The Company may also choose not to accept any subsequent  purchase payment
if the purchase  payment  together with the Contract Value at the next Valuation
Date exceeds  $1,000,000.  Any purchase payment not accepted by the Company will
be refunded.  The Company reserves the right to accept smaller or larger initial
and subsequent purchase payments in connection with special circumstances,  such
as sales through group or sponsored arrangements.

ALLOCATION OF PURCHASE PAYMENTS

     Purchase  payments may be allocated to the  available  Sub-Accounts  of the
Variable Account  selected by the Owner and/or the Fixed Account.  (See Appendix
A).  The Fixed  Account is not  available  to  Contract  Owners in the States of
Maryland, Oregon, South Carolina and Washington. Any purchase payment or portion
thereof for which no allocation election is made will be returned to the Owner.

     The initial purchase payment will be allocated to the selected Sub-Accounts
and/or the Fixed Account not later than two business days after receipt,  if the
application  and all  information  necessary  for  processing  the  Contract are
complete.  The Company may retain purchase payments for up to five business days
while  attempting  to complete an  incomplete  application.  If the  application
cannot be made complete  within this period,  the applicant  will be informed of
the reasons for the delay and the purchase payment will be returned  immediately
unless the  applicant  consents to retention of the payment by the Company until
the  application is made complete.  Once the completed  application is received,
the payment  must be  allocated  within two business  days.  For any  subsequent
purchase payments, the payments will be credited at the Sub-Account Accumulation
Unit Value next determined after receipt of the purchase payment.

     Upon allocation to Sub-Accounts of the Variable Account, a purchase payment
is  converted  into  Accumulation  Units of the  Sub-Account.  The amount of the
purchase payment  allocated to a particular  Sub-Account is divided by the value
of an  Accumulation  Unit  for  the  Sub-Account  to  determine  the  number  of
Accumulation  Units of the  Sub-Account to be held in the Variable  Account with
respect to the Contract.  The net investment  results of each  Sub-Account  vary
primarily  with the investment  performance of the Investment  Fund whose shares
are held in the Sub-Account.

     An  Investment  Fund may  impose a minimum  purchase  requirement.  If that
minimum  purchase  requirement  exceeds the  aggregate of all purchase  payments
received by the Company, less any redemption of Investment Fund shares resulting
from  transfers  or  surrenders,  on any given day that are to be  applied  to a
Sub-Account  for the purchase of shares of such  Investment  Fund, such purchase
payments will be refunded.

SUB-ACCOUNT ACCUMULATION UNIT VALUE

     Each  Sub-Account  Accumulation  Unit was initially  valued at $10 when the
first  Investment  Fund  shares  were  purchased.  Thereafter  the value of each
Sub-Account Accumulation Unit will vary up or down according to a Net Investment
Factor, which is primarily based on the investment performance of the applicable
Investment Fund.  Investment Fund shares in the  Sub-Accounts  will be valued at
their net asset value.

     Dividend and capital gain  distributions  from an  Investment  Fund will be
automatically  reinvested  in  additional  shares  of such  Investment  Fund and
allocated to the appropriate Sub-Account. The number of Sub-Account Accumulation
Units does not increase because of the additional  shares,  but the Accumulation
Unit value may increase.

NET INVESTMENT FACTOR

     The Net Investment  Factor is an index number which reflects  charges under
the Contract and the  investment  performance  during a Valuation  Period of the
Investment Fund whose shares are held in the particular Sub-Account.  If the Net
Investment  Factor is greater than one, the value of a Sub-Account  Accumulation
Unit has increased.  If the Net Investment Factor is less than one, the value of
a Sub-Account  Accumulation  Unit has decreased.  The Net  Investment  Factor is
determined by dividing (1) by (2) then subtracting (3) from the result, where:

     (1)  is the net result of:

          (a)  the net asset value per share of the Investment  Fund shares held
               in  the  Sub-Account,  determined  at  the  end  of  the  current
               Valuation Period, plus

          (b)  the  per  share   amount  of  any   dividend   or  capital   gain
               distributions  made on the  Investment  Fund  shares  held in the
               Sub-Account during the current Valuation Period, plus or minus

          (c)  a per share charge or credit for any taxes reserved for which the
               Company   determines  to  have   resulted  from  the   investment
               operations  of  the  Sub-Account  and  to be  applicable  to  the
               Contract;

     (2)  is the net result of:

          (a)  the net asset value per share of the Investment  Fund shares held
               in the  Sub-Account,  determined  at the  end of the  last  prior
               Valuation Period, plus or minus

          (b)  a per share  charge or credit for any taxes  reserved  for during
               the last prior Valuation  Period which the Company  determines to
               have resulted from the investment  operations of the  Sub-Account
               and to be applicable to the Contract; and

     (3)  is a factor representing the Mortality Risk Premium,  the Expense Risk
          Premium and the  Administration  Charge  deducted from the Sub-Account
          which factor is equal,  on an annual basis,  to 1.40% of the daily net
          asset value of the Sub-Account.

DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT DATE

     If  the  Owner,   including  any  joint  Owner,  dies  before  the  Annuity
Commencement  Date,  the  Beneficiary  will be  entitled  to  receive  the Death
Benefit. For this purpose the Death Benefit will be:

     (1)  if any Owner (including the Annuitant) dies on or before the first day
          of the month  following the Owner's 85th birthday,  the greater of (i)
          the Contract  Value on the Death Benefit  Valuation  Date, or (ii) the
          sum  of the  purchase  payments  received  by the  Company  under  the
          Contract  to the Death  Benefit  Valuation  Date,  less any  surrender
          payments  previously made by the Company;  or (iii) the Contract Value
          on the  Specified  Contract  Anniversary  (immediately  preceding  the
          Owner's  death),  plus any Purchase  Payments  and less any  surrender
          payments since that anniversary;

     (2)  if any Owner (including the Annuitant) dies after the first day of the
          month  following the Owner's 85th birthday,  the Contract Value on the
          Death Benefit Valuation Date.

     If a single sum is  requested,  it will be paid within seven days after the
Death Benefit  Valuation  Date.  If an Annuity Form is requested,  it may be any
Annuity  Form  permitted  by Section  72(s) of the Code and which the Company is
willing  to issue.  An Annuity  Form  selection  must be in writing  and must be
received  by the  Company  within 60 days after the date of the  Owner's  death,
otherwise the Death Benefit as of the Death Benefit  Valuation Date will be paid
in a single sum to the Beneficiary and the Contract will be canceled.

     If the only Beneficiary is the Owner's  surviving  spouse,  such spouse may
continue the Contract as the Owner, and then (1) select a single sum payment, or
(2) select any Annuity Form which does not exceed such spouse's life expectancy.

     If the  Beneficiary  elects to receive  annuity  payments  under an Annuity
Form, the amount and duration of payments may vary depending on the Annuity Form
selected and whether fixed and/or variable annuity payments are requested.  (See
"Annuity Provisions" beginning on page 34.)

DEATH BENEFIT AFTER THE ANNUITY COMMENCEMENT DATE

     If the  Annuitant  dies  after the  Annuity  Commencement  Date,  the Death
Benefit, if any, shall be as stated in the Annuity Form in effect.

SURRENDER (REDEMPTION)

     If a written  request  therefor  from the Owner is  received by the Company
before the Annuity  Commencement Date, all or part of the Contract Value will be
paid to the Owner after  deducting any  applicable  surrender  charge and taxes.
(See "Surrender Charge (Contingent  Deferred Sales Charge)" on page 26.) Partial
surrenders  may be made in amounts  not less than $500 and no partial  surrender
may cause the  Contract  Value to fall below  $1,000.  In  addition,  if a total
surrender occurs other than on a Contract Anniversary the Annual Contract Charge
will be deducted from the Contract Value before the surrender payment is made.

     Surrenders  must be consented to by each collateral  assignee.  The Company
reserves the right to require that  surrenders in excess of $50,000 be signature
guaranteed  by a  member  firm  of the  New  York,  American,  Boston,  Midwest,
Philadelphia,  or Pacific Stock Exchange, or by a commercial bank (not a savings
bank) which is a member of the Federal  Deposit  Insurance  Corporation,  or, in
certain  cases,  by a member  firm of the  National  Association  of  Securities
Dealers, Inc. that has entered into an appropriate agreement with the Company.

     The Company may require  that the  Contract be returned  before a surrender
takes place.  A surrender  will take place on the next  Valuation Date after the
requirements  for  surrender are completed and payment will be made within seven
days after such Valuation Date. Unless the Owner requests a partial surrender to
be made from the Fixed Account or particular  Sub-Accounts,  a partial surrender
will be taken  proportionately  from the Fixed Account and all Sub-Accounts on a
basis that reflects their proportionate percentage of the Contract Value.

     The Company  reserves the right to limit the number of partial  surrenders,
and to assess a  processing  fee not to exceed the  lesser of 2% of the  partial
surrender  amount or $25. No processing  fee will be charged in connection  with
total surrenders.

     The Company may cancel the Contract on any Contract Anniversary, or if such
Contract  Anniversary  is not a  Valuation  Date,  on the  next  Valuation  Date
thereafter,  by paying to the Owner the Contract Value as of such Valuation Date
if such Contract Value after all charges is less than $1,000.

     If this Contract is purchased as a  "tax-sheltered  annuity"  under Section
403(b) of the  Internal  Revenue  Code (the  "Code"),  it is  subject to certain
restrictions  on  redemption  imposed by Section  403(b)(11)  of the Code.  (See
"Tax-Sheltered  Annuities" on page 40.) These  restrictions  on  redemption  are
imposed by the Variable  Account and the Company in full  compliance with and in
reliance  upon the terms and  conditions  of a  no-action  letter  issued by the
Office of Insurance Products and Legal Compliance of the Securities and Exchange
Commission  to the  American  Council  of  Life  Insurance  (publicly  available
November 28, 1988).

     For tax purposes, surrender payments may be taxable. Such payments shall be
deemed to be from earnings and then gains until  cumulative  surrender  payments
equal all accumulated  earnings and gains, and thereafter from purchase payments
received by the Company.  Consideration  should be given to the tax implications
of a surrender  prior to making a surrender  request,  including a surrender  in
connection with a Qualified Plan.

SYSTEMATIC WITHDRAWALS

     A Systematic  Withdrawal is a specialized form of Partial  Surrender.  (See
"Surrender  (Redemption)"  on page 31.) The  Owner may elect to take  Systematic
Withdrawals  by  surrendering  a  specified   dollar  amount  or  percentage  of
cumulative  purchase  payments on a monthly,  quarterly,  semi-annual  or annual
basis from  Sub-Accounts.  Systematic  Withdrawals  may be taken  from  Variable
Account  Contract  Value and/or Fixed Account  Contract  Value,  but are limited
annually to 10% of total cumulative purchase payments made under the Contract. A
Surrender  Charge  will be imposed on the amount of any  Systematic  Withdrawal,
Partial Surrender or any combination thereof which is not a Free Surrender. (See
"Surrender  Charge  (Contingent  Deferred Sales Charge)" on page 26.) Systematic
Withdrawals  may be  discontinued  by the  Owner  at any time by  notifying  the
Company in writing.

     The Company reserves the right to modify or discontinue offering Systematic
Withdrawals,  however,  any such modification or discontinuation will not affect
any Systematic Withdrawal programs already commenced. While the Company does not
currently charge a processing fee for Partial Surrenders under this program,  it
reserves the right to charge a processing  fee not to exceed the lesser of 2% of
the Systematic Withdrawal payment or $25.

     Systematic  Withdrawals may be subject to tax, including a penalty tax, and
the Owner  should  consult  with his or her tax advisor  before  requesting  any
Systematic Withdrawal. (See "Taxation of Annuities" on page 38.)

     Contract Owners  interested in participating  in the Systematic  Withdrawal
program may obtain a separate  application form and full information  concerning
the program and its restrictions from their registered representative.

TRANSFERS

   
     Before  the  Annuity  Commencement  Date,  the Owner may  transfer  amounts
between the Sub-Accounts or from the Sub-Accounts to the Fixed Account.  Subject
to certain restrictions,  amounts may also be transferred from the Fixed Account
to the Sub-Accounts.  Currently,  there are three methods by which transfers may
be made: in writing,  by telephone and by Dollar Cost  Averaging.  Telephone/fax
transfers  are  available   when  you  complete  a   telephone/fax   form.   See
"Telephone/Fax Instructions."
    

     WRITTEN  TRANSFERS  - Before the  Annuity  Commencement  Date the Owner may
request a  transfer  in  writing,  subject  to any  conditions  or  charges  the
Investment  Funds whose  shares are  involved  may  impose,  of all or part of a
Sub-Account's value to other Sub-Accounts or to the Fixed Account.  The transfer
will be made by the  Company on the first  Valuation  Date after the request for
such a transfer is received by the  Company.  Currently,  there is no charge for
such a  transfer,  other than those that may be made by the Funds.  The  Company
reserves  the right,  however,  to charge a  transfer  fee not to exceed $25 per
transfer and to limit the number of transfers  made by the Owner.  To accomplish
the transfer,  the Variable  Account will  surrender  Accumulation  Units in the
particular  Sub-Accounts and reinvest that value in Accumulation Units of one or
more of the available Sub-Accounts as directed in the request. After the Annuity
Commencement  Date, an Annuitant who has selected  Variable Annuity Payments may
request  transfer  of Annuity  Unit values in the same manner and subject to the
same  requirements as for an  Owner-transfer  of Sub-Account  Accumulation  Unit
values. However, no transfers may be made to the Fixed Account after the Annuity
Commencement Date.

     Before the Annuity  Commencement Date,  transfers may also be made from the
Fixed Account to the Variable Account, provided, however, that (a) transfers may
only be made during the period  starting 30 days before and ending 30 days after
the  Contract  Anniversary,  and only one  transfer may be made during each such
period,  (b) no more than 50% of the  Fixed  Account  Contract  Value may be the
subject of any such transfer (unless the balance, after such transfer,  would be
less than $1,000,  in which case the full Fixed  Account  Contract  Value may be
transferred),  and (c) such  transfer  must  involve at least $500 (or the total
Fixed Account  Contract Value, if less). No transfers may be made from the Fixed
Account after Annuity Commencement Date.

     The conditions  applicable to Written Transfers also apply to Telephone/Fax
Transfers and Dollar Cost Averaging Transfers.

   
     TELEPHONE/FAX  INSTRUCTIONS - An Owner is allowed to enter certain types of
instructions   either  by  telephone  or  by  fax  if  the  Owner   completes  a
telephone/fax  instruction  authorization form. If the Owner completes the form,
the Owner can enter the  following  types of  instructions  by telephone or fax:
transfers between funds, withdrawals, changes of allocations among fund options,
change of source funds for  systematic  withdrawals,  and change of source funds
for variable  annuitization  payouts.  If the Owner completes the  telephone/fax
form, the Owner thereby agrees that the Company will not be liable for any loss,
liability,  cost or  expense  when  the  Company  acts in  accordance  with  the
telephone/fax instructions which are received and, if received by telephone, are
recorded on voice recording equipment. If a telephone/fax transaction, processed
after the Owner has completed the telephone/fax form, is later determined not to
have been made by the Owner or was made without the Owner's authorization, and a
loss  results,  the Owner bears the risk of this loss.  Any requests via fax are
considered   telephone   requests  and  are  bound  by  the  conditions  in  the
telephone/fax  authorization  form you sign. Any fax request should include your
name,   daytime  telephone  number,   Contract  number  and  the  names  of  the
Sub-Accounts  from which and to which money will be transferred or withdrawn and
the  allocation  percentage.  The Company will employ  reasonable  procedures to
confirm that  instructions  communicated by telephone are genuine.  In the event
the Company does not employ such  procedures,  the Company may be liable for any
losses due to  unauthorized  or fraudulent  instructions.  Such  procedures  may
include,  among  others,  requiring  forms of personal  identification  prior to
acting upon  telephone  instructions,  providing  written  confirmation  of such
instructions and/or tape recording telephone instructions.
    

     DOLLAR  COST  AVERAGING  TRANSFERS  - The Owner may direct  the  Company to
automatically  transfer  a fixed  dollar  amount or a  specified  percentage  of
Sub-Account Value to any one or more other Sub-Accounts or to the Fixed Account.
No transfers from the Fixed Account are permitted under this service.  Transfers
of this type may be made on a monthly,  quarterly,  semi-annual or annual basis.
This service is intended to allow the Owner to utilize "Dollar Cost  Averaging,"
a long-term investment method which provides for regular, level investments over
time. The Company makes no guarantees  that Dollar Cost Averaging will result in
a profit  or  protect  against  loss.  The  Owner may  discontinue  Dollar  Cost
Averaging at any time by notifying the Company in writing.

     Contract  Owners  interested in Dollar Cost Averaging may obtain a separate
application  form  and  full   information   concerning  this  service  and  its
restrictions from their registered representatives.

     The Company  reserves the right to modify or  discontinue  offering  Dollar
Cost Averaging. Any such modification or discontinuation would not affect Dollar
Cost  Averaging  transfer  programs  already  commenced.  Although  the  Company
currently  charges no fees for  transfers  made under the Dollar Cost  Averaging
program,  the Company  reserves the right to charge a processing  fee for Dollar
Cost Averaging transfers not to exceed $25 per transfer.

ASSIGNMENTS

     If the  Contract is issued  pursuant to or in  connection  with a Qualified
Plan,  it may not be sold,  transferred,  pledged or  assigned  to any person or
entity other than the Company.  In other  circumstances,  an  assignment  of the
Contract is permitted,  but only before the Annuity Commencement Date, by giving
the Company the  original or a  certified  copy of the  assignment.  The Company
shall  not be  bound by any  assignment  until it is  actually  received  by the
Company and shall not be  responsible  for the validity of any  assignment.  Any
payments  made or  actions  taken by the  Company  before the  Company  actually
receives any assignment shall not be affected by the assignment.

CONTRACT OWNER AND BENEFICIARIES

     Unless  someone  else is named  as the  Owner  in the  application  for the
Contract,  the  applicant  is the Owner of the  Contract  and before the Annuity
Commencement Date may exercise all of the Owner's rights under the Contract.  No
more than two (2) natural persons may be named as Owner.

     The Owner may name a Beneficiary and a Successor Beneficiary.  In the event
an Owner dies  before the  Annuity  Commencement  Date,  the  Beneficiary  shall
receive a Death Benefit as provided in the Contract.  In the event an Owner dies
on or after the Annuity Commencement Date, the Beneficiary,  if the Annuity Form
in effect at the Owner's death so provides,  may continue receiving payments, be
paid a lump sum, or be paid nothing. If the Beneficiary or Successor Beneficiary
is not  living on the date  payment  is due or if no  Beneficiary  or  Successor
Beneficiary  has been named,  the Owner's  estate  will  receive the  applicable
proceeds.

     A person named as an Annuitant,  a Beneficiary  or a Successor  Beneficiary
shall not be  entitled  to exercise  any rights  relating to the  Contract or to
receive any  payments or  settlements  under the  Contract or any Annuity  Form,
unless such person is living on the earlier of (a) the day due proof of death of
the Owner,  the  Annuitant  or the  Beneficiary,  whichever  is  applicable,  is
received by the  Company or (b) the tenth day after the death of the Owner,  the
Annuitant or the Beneficiary, whichever is applicable.

     Unless different arrangements have been made with the Company by the Owner,
if more than one  Beneficiary  is  entitled  to  payments  from the  Company the
payments shall be in equal shares.

     Before the Annuity  Commencement  Date, the Owner may change the Annuitant,
the  Beneficiary  or the  Successor  Beneficiary  by giving the Company  written
notice of the  change,  but the change  shall not be  effective  until  actually
received by the Company.  Upon receipt by the Company of a notice of change,  it
will be effective as of the date it was signed but shall not affect any payments
made or actions taken by the Company before the Company received the notice, and
the Company shall not be responsible for the validity of any change.

CONTRACT INQUIRIES

   
     Inquiries regarding a Contract may be made by writing to the ReliaStar Life
Insurance Company,  Variable Annuity Administration Center, Route 4300, P.O. Box
59218, Minneapolis, Minnesota 55459-0218, or by calling 1-800-621-3750.
    

                               ANNUITY PROVISIONS

ANNUITY COMMENCEMENT DATE

     The Owner selects the Annuity  Commencement  Date,  which must be the first
day of a month, when making  application for the Contract.  The date will be the
first day of the month following the Annuitant's 75th birthday unless an earlier
or later date has been  selected by the Owner and, if the date is later,  it has
been agreed to by the Company. The Owner may change an Annuity Commencement Date
selection by written notice received by the Company at least 30 days before both
the  Annuity   Commencement  Date  currently  in  effect  and  the  New  Annuity
Commencement  Date. The new date selected must satisfy the  requirements  for an
Annuity  Commencement  Date.  If the Annuity  Commencement  Date selected by the
Owner  does not  occur on a  Valuation  Date at least 60 days  after the date on
which the  Contract  was issued,  the Company  reserves  the right to adjust the
Annuity  Commencement  Date  to the  first  Valuation  Date  after  the  Annuity
Commencement  Date  selected  by the Owner  which is at least 60 days  after the
Contract issue date. If the Annuity  Commencement  Date occurs before the second
Contract Anniversary, the Company will deduct Surrender Charges. (See "Surrender
Charge (Contingent Deferred Sales Charge)" on page 26.)

ANNUITY FORM SELECTION

     The Owner may select a Variable  Annuity  Form, a Fixed  Annuity  Form,  or
both,  with  payments  starting  at the  Annuity  Commencement  Date when making
application  for the  Contract.  Thereafter,  the Owner may change  the  Annuity
Form(s)  by  written   notice   received  by  the  Company  before  the  Annuity
Commencement Date. If no election has been made before the Annuity  Commencement
Date, the Company will apply the Fixed Account Contract Value to provide a Fixed
Annuity and the Variable Account  Contract Value to provide a Variable  Annuity,
both in the form of a Life Annuity with  Payments  Guaranteed  for 10 years (120
months), which shall be automatically effective.

ANNUITY FORMS

     Variable  Annuity  Payments and Fixed Annuity Payments are available in any
of the following Annuity Forms:

     LIFE ANNUITY - An annuity payable on the first day of each month during the
Annuitant's life, starting with the first payment due according to the Contract.
Payments  cease with the payment made on the first day of the month in which the
Annuitant's  death occurs.  IT WOULD BE POSSIBLE UNDER THIS ANNUITY FORM FOR THE
ANNUITANT  TO  RECEIVE  ONLY ONE  PAYMENT  IF HE OR SHE DIED  BEFORE  THE SECOND
ANNUITY  PAYMENT,  ONLY TWO PAYMENTS IF HE OR SHE DIED BEFORE THE THIRD  ANNUITY
PAYMENT, ETC.

     LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS (120 MONTHS) OR 20 YEARS
(240  MONTHS) - An annuity  payable  on the first day of each  month  during the
Annuitant's life, starting with the first payment due according to the Contract.
If the Annuitant receives all of the guaranteed payments, payments will continue
thereafter  but  cease  with the  payment  made on the first day of the month in
which the Annuitant's death occurs.  If all of the guaranteed  payments have not
been  made  before  the  Annuitant's  death,  the  unpaid  installments  of  the
guaranteed payments will be continued to the Beneficiary.

     JOINT AND FULL  SURVIVOR  ANNUITY - An annuity  payable on the first day of
each  month  during the  Annuitant's  life and the life of a named  person  (the
"Joint  Annuitant"),  starting  with the  first  payment  due  according  to the
Contract.  Payments  will  continue  while  either  the  Annuitant  or the Joint
Annuitant  is living  and cease  with the  payment  made on the first day of the
month in which the death of the  Annuitant  or the  Joint  Annuitant,  whichever
lives longer,  occurs.  THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED UNDER
THIS ANNUITY  FORM.  PAYMENTS  CEASE UPON THE DEATH OF THE LAST  SURVIVOR OF THE
ANNUITANT AND THE JOINT ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

     The Company also has other annuity forms  available and  information  about
them can be obtained by writing to the Company.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

     Annuity payments will be paid as monthly installments, unless the Annuitant
and the Company agree to a different payment schedule.  However, if the Contract
Value at the Annuity  Commencement Date is less than $5,000, the Company may pay
the Contract Value in a single sum and the Contract will be canceled.  Also if a
monthly  payment  would be or become  less than $50,  the Company may change the
frequency of payments to intervals  that will result in payments of at least $50
each.  The  minimum  frequency  and amount of annuity  payments  or the  minimum
Contract Value required for annuity payments may vary by state.

ANNUITY PAYMENTS

     The amount of the first fixed annuity payment is determined by applying the
Contract Value to be used for a fixed annuity at the Annuity  Commencement  Date
to the annuity  table in the Contract for the fixed Annuity Form  selected.  The
table shows the amount of the initial  annuity  payment for each $1,000  applied
and all  subsequent  payments  shall be equal to this amount.  The amount of the
first variable  annuity  payment is determined by applying the Contract Value to
be used for a variable annuity at the Annuity  Commencement  Date to the annuity
table in the Contract for the Annuity Form selected.

     Subsequent  variable annuity payments vary in amount in accordance with the
investment performance of the applicable Sub-Account.  Assuming annuity payments
are based on the unit values of a single  Sub-Account,  the dollar amount of the
first  annuity  payment,  determined  as set  forth  above,  is  divided  by the
Sub-Account Annuity Unit Value as of the Annuity  Commencement Date to establish
the number of Variable Annuity Units  representing  each annuity  payment.  This
number of Variable  Annuity  Units  remains  fixed  during the  annuity  payment
period.  The  dollar  amount  of  the  second  and  subsequent  payments  is not
predetermined  and may  change  from month to month.  The  dollar  amount of the
second and each subsequent payment is determined by multiplying the fixed number
of  Variable  Annuity  Units  by the  Sub-Account  Annuity  Unit  Value  for the
Valuation  Period  with  respect  to which the  payment is due.  If the  monthly
payment is based upon the Annuity Unit Values of more than one Sub-Account,  the
foregoing  procedure is repeated for each applicable  Sub-Account and the sum of
the  payments  based on each  Sub-Account  is the amount of the monthly  annuity
payment.

     The Annual  Contract  Charge is  deducted in equal  installments  from each
annuity  payment.  When a fixed annuity  payment is made in  conjunction  with a
variable  annuity  payment,  an Annual Contract Charge is assessed  against each
type of payment and is deducted in equal installments from each annuity payment.

     The  annuity  tables  in the  Contracts  are  based on the 1983  Individual
Annuity Mortality Table (set back three years).

     The Company  guarantees  that the dollar  amount of each  variable  annuity
payment  after the first  payment will not be affected by variations in expenses
(including  those  related to the Variable  Account) or in mortality  experience
from the mortality assumptions used to determine the first payment.

SUB-ACCOUNT ANNUITY UNIT VALUE

     A Sub-Account's Variable Annuity Units will initially be valued at $10 each
at the time  Accumulation  Units  with  respect  to the  Sub-Account  are  first
converted into Variable  Annuity Units.  The Sub-Account  Annuity Unit Value for
any subsequent  Valuation  Period is determined by multiplying  the  Sub-Account
Annuity Unit Value for the  immediately  preceding  Valuation  Period by the Net
Investment  Factor for the  Sub-Account  for the Valuation  Period for which the
Sub-Account  Annuity Unit Value is being calculated,  and multiplying the result
by an interest factor to neutralize the assumed  investment rate of 4% per annum
built into the annuity tables  contained in the Contracts.  (See "Net Investment
Factor" on page 30.)

ASSUMED INVESTMENT RATE

     A 4% assumed  investment rate is built into the annuity tables contained in
the Contracts.  If the actual net investment  rate on the assets of the Variable
Account  is the same as the  assumed  investment  rate of 4% per year,  variable
annuity  payments will remain level.  If the actual net investment  rate exceeds
the assumed  investment  rate,  variable  annuity  payments  will  increase  and
conversely,  if it is less than the assumed  investment  rate the payments  will
decrease.

                               FEDERAL TAX STATUS

INTRODUCTION

     THIS  DISCUSSION IS GENERAL AND NOT INTENDED AS TAX ADVICE.  The discussion
is not  intended  to  address  the tax  consequences  resulting  from all of the
situations  in which a person may be entitled  to or may receive a  distribution
under the  Contract.  The  Contracts  are  designed  for use by  individuals  in
connection with  retirement  plans which may or may not be Qualified Plans under
the provisions of the Internal Revenue Code (the "Code"). The ultimate effect of
federal  income  taxes on the  Contract  Value,  on annuity  payments and on the
economic benefit to the Owner, the Annuitant or the Beneficiary depends upon the
type of retirement  plan for which the Contract is  purchased,  and upon the tax
and  employment  status  of the  individual  concerned.  No  attempt  is made to
consider any applicable  state or other tax laws. The discussion is based on the
Company's understanding of Federal Income Tax Laws as currently interpreted.  No
representation  is made  regarding  the  likelihood of the  continuation  of the
present  Federal Income Tax Laws or the current  interpretation  by the Internal
Revenue Service ("IRS").

     The  Contract may be purchased  on a  non-qualified  basis  ("Non-Qualified
Contract")  or  purchased  and used in  connection  with  plans  qualifying  for
favorable  tax  treatment  ("Qualified  Contract").  The  Qualified  Contract is
designed for use by individuals  whose premium  payments are comprised solely of
proceeds from and/or  contributions under retirement plans which are intended to
qualify as plans entitled to special income tax treatment under Sections 401(a),
403(b),  408 or 457 of the Code. The ultimate  effect of Federal income taxes on
the amounts  held under a Contract,  or annuity  payments,  and on the  economic
benefit to the Owner, the Annuitant,  or the Beneficiary  depends on the type of
retirement plan, on the tax and employment  status of the individual  concerned,
and on the  Company's  tax status.  In addition,  certain  requirements  must be
satisfied in purchasing a Qualified  Contract with proceeds from a tax-qualified
plan and receiving  distributions from a Qualified Contract in order to continue
receiving favorable tax treatment.  Therefore, purchasers of Qualified Contracts
should  seek  competent  legal and tax advice  regarding  the  suitability  of a
Contract for their situation, the applicable requirements, and the tax treatment
of the rights and benefits of a Contract.  The following discussion assumes that
Qualified Contracts are purchased with proceeds from and/or  contributions under
retirement  plans that  qualify  for the  intended  special  Federal  income tax
treatment.

TAX STATUS OF THE CONTRACT

     DIVERSIFICATION REQUIREMENTS

     Section  817(h) of the Code  provides  that  separate  account  investments
underlying  a contract  must be  "adequately  diversified"  in  accordance  with
Treasury regulations in order for the contract to qualify as an annuity contract
under  Section  72 of the  Code.  The  Variable  Account,  through  each  of the
Investment  Funds,  intends  to  comply  with the  diversification  requirements
prescribed in regulations under Section 817(h) of the Code, which affect how the
assets in the various  Sub-Accounts  may be invested.  Although the Company does
not have  control  over the  Investment  Funds in  which  the  Variable  Account
invests,  the Company  expects that each  Investment  Fund in which the Variable
Account  owns shares  will meet the  diversification  requirements  and that the
Contract will be treated as an annuity contract under the Code.

   
     The Treasury has also announced that the diversification regulations do not
provide  guidance  concerning  the  extent  to which  Owners  may  direct  their
investments to particular Sub-Accounts of a variable account or how concentrated
the investments of the Investment  Funds  underlying a variable  account may be.
The number of underlying  investment  options available under a variable product
may also be  relevant in  determining  whether  the  product  qualifies  for the
desired tax treatment.  It is possible that if additional rules,  regulations or
guidance  in this  regard are issued,  the  Contract  may need to be modified to
comply with such additional  rules or guidance.  For these reasons,  the Company
reserves the right to modify the Contract as necessary to attempt to prevent the
Owner from being  considered the owner of the assets of the Investment  Funds or
otherwise to qualify the Contract for favorable tax treatment.
    

     REQUIRED DISTRIBUTIONS

     In order to be  treated  as an  annuity  contract  for  Federal  income tax
purposes,  Section 72(s) of the Code also requires any Non-Qualified Contract to
provide that:  (a) if any Owner dies on or after the Annuity  Commencement  Date
but prior to the time the entire interest in the Contract has been  distributed,
the remaining  portion of such interest will be  distributed at least as rapidly
as under the method of  distribution  being used as of the date of that  Owner's
death;  and (b) if any Owner dies prior to the Annuity  Commencement  Date,  the
entire interest in the Contract will be distributed  within five years after the
date of the Owner's death. These requirements will be considered satisfied as to
any portion of the Owner's  interest which is payable to or for the benefit of a
"designated  Beneficiary"  and  which  is  distributed  over  the  life  of such
Beneficiary  or over a period not extending  beyond the life  expectancy of that
Beneficiary,  provided  that such  distributions  begin  within one year of that
Owner's death. The Owner's "designated  Beneficiary" is the person designated by
such owner as a  Beneficiary  and to whom  ownership of the  Contract  passes by
reason  of  death  and  must  be a  natural  person.  However,  if  the  Owner's
"designated  Beneficiary" is the surviving spouse of the Owner, the Contract may
be continued with the surviving  spouse as the new Owner. If the Owner is not an
individual,  any change in the primary Annuitant is treated as a change of Owner
for tax purposes.

     The Non-Qualified Contracts contain provisions which are intended to comply
with the  requirements  of Section  72(s) of the Code,  although no  regulations
interpreting  these  requirements  have yet been issued.  The Company intends to
review such  provisions  and modify them if necessary to assure that they comply
with the  requirements  of Code Section  72(s) when  clarified by  regulation or
otherwise. Other rules may apply to Qualified Contracts.


TAXATION OF ANNUITIES

     IN GENERAL

     Section 72 of the Code  governs  taxation  of  annuities  in  general.  The
Company believes that an Owner who is a natural person generally is not taxed on
increases in the value of a Contract  until  distribution  occurs by withdrawing
all or part of the  Contract  Value  (e.g.,  partial  withdrawals  and  complete
surrenders) or as annuity  payments  under the Annuity Form  selected.  For this
purpose, the assignment, pledge, or agreement to assign or pledge any portion of
the Contract Value (and in the case of a Qualified  Contract,  any portion of an
interest in the qualified plan) generally will be treated as a distribution. The
taxable  portion  of a  distribution  (in the form of a single  sum  payment  or
annuity) is taxable as ordinary income.

     The Owner of any annuity  contract  who is not a natural  person  generally
must  include in income any  increase in the excess of the net  surrender  value
over the  "investment  in the  contract"  during the taxable  year.  The Company
restricts  ownership  of  Non-Qualified  Contracts  to no more than two  natural
persons.

     The following  discussion  generally  applies to Contracts owned by natural
persons.

     SURRENDERS

     In the case of a surrender from a Qualified  Contract,  under Section 72(e)
of the Code a ratable portion of the amount received is taxable, generally based
on the ratio of the  "investment  in the  contract" to the  participant's  total
accrued  benefit or balance under the retirement  plan.  The  "investment in the
contract"  generally equals the portion, if any, of any premium payments paid by
or on behalf of any individual  under a Contract which was not excluded from the
individual's  gross income.  For Contracts  issued in connection  with qualified
plans,  the  "investment in the contract" can be zero.  Special tax rules may be
available for certain distributions from Qualified Contracts.

     In the  case  of a  surrender  (including  Systematic  Withdrawals)  from a
Non-Qualified  Contract before the Annuity Commencement Date, under Code Section
72(e)  amounts  received are generally  first  treated as taxable  income to the
extent  that  the  Contract  Value  immediately  before  surrender  exceeds  the
"investment in the contract" at that time. Any additional amount  surrendered is
not taxable.

     In  the  case  of a full  surrender  under  a  Qualified  or  Non-Qualified
Contract,  the amount  received  generally will be taxable only to the extent it
exceeds the "investment in the contract."

     A Federal  penalty tax may apply to certain  surrenders  from Qualified and
Non-Qualified  Contracts.  (See "Penalty Tax on Certain  Distributions"  on page
39.)

     ANNUITY PAYMENTS

     Although tax  consequences  may vary depending on the Annuity Form selected
under the  Contract,  in general,  only the portion of the Annuity  Payment that
represents  the amount by which the Contract Value exceeds the investment in the
Contract will be taxed,  after the investment in the Contract is recovered,  the
full amount of any additional annuity payments is taxable.  For variable annuity
payments,  the taxable  portion is  generally  determined  by an  equation  that
establishes  a specific  dollar  amount of each payment  that is not taxed.  The
dollar amount is  determined  by dividing the  investment in the contract by the
total number of expected periodic  payments.  However,  the entire  distribution
will be taxable once the recipient has recovered the dollar amount of his or her
investment in the contract.  For fixed annuity payments, in general, there is no
tax on the  portion of each  payment  which  represents  the same ratio that the
investment  in the  contract  bears to the total  expected  value of the annuity
payments for the term of the  payments;  however,  the remainder of each annuity
payment is taxable until the recovery of the  investment  in the  Contract,  and
thereafter the full amount or each annuity payment is taxable.

     TAXATION OF DEATH BENEFIT PROCEEDS

     Amounts may be distributed from a Contract because of the death of an Owner
or an  Annuitant.  Generally,  such amounts are  includible in the income of the
recipient as follows:  (i) if  distributed  in a lump sum, they are taxed in the
same manner as a full surrender of the contract;  or (ii) if distributed under a
payment option, they are taxed in the same way as annuity payments.

     PENALTY TAX ON CERTAIN DISTRIBUTIONS

     In the case of a  distribution  pursuant  to a  Non-Qualified  Contract,  a
Federal  penalty  equal to 10% of the amount  treated  as taxable  income may be
imposed. In general, however, there is no penalty on distributions:

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

     2.   made on or after the death of the  holder (a holder is  considered  an
          Owner)  (or if the  holder  is not an  individual,  the  death  of the
          primary annuitant);

     3.   attributable to the taxpayer's becoming disabled;

     4.   a part of a series of substantially  equal periodic payments (not less
          frequently  than  annually) for the life (or life  expectancy)  of the
          taxpayer  or the  joint  lives  (or joint  life  expectancies)  of the
          taxpayer and his or her designated beneficiary;

     5.   made under an annuity contract that is purchased with a single premium
          when the annuity  starting  date is no later than a year from purchase
          of the annuity and substantially equal periodic payments are made, not
          less frequently than annually, during the annuity period; and

     6.   made under  certain  annuities  issued in connection  with  structured
          settlement agreements.

     Other tax  penalties may apply to certain  distributions  under a Qualified
Contract,  as well  as to  certain  contributions  to,  loans  from,  and  other
circumstances,  applicable to the Qualified Plan of which the Qualified Contract
is part.

     POSSIBLE CHANGES IN TAXATION

     In past years,  legislation  has been  proposed  that would have  adversely
modified  the  Federal  taxation of certain  annuities.  For  example,  one such
proposal  would have changed the tax treatment of  non-qualified  annuities that
did not have "substantial life contingencies" by taxing income as it is credited
to the  annuity.  Although  as of the date of this  prospectus  Congress  is not
considering any legislation regarding the taxation of annuities, there is always
the  possibility  that tax treatment of annuities could change by legislation or
other means  (such as IRS  regulations,  revenue  rulings,  judicial  decisions,
etc.).  Moreover, it is also possible that any change could be retroactive (that
is, effective prior to the date of the change).

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT

     A transfer of ownership or assignment of a Contract,  the designation of an
Annuitant, Payee or other Beneficiary who is not also the Owner, or the exchange
of a Contract may result in certain tax  consequences  to the Owner that are not
discussed  herein.  An Owner  contemplating  any such transfer,  assignment,  or
exchange of a Contract  should  contact a competent  tax adviser with respect to
the potential tax effects of such a transaction.

WITHHOLDING

     Pension and annuity distributions  generally are subject to withholding for
the recipient's Federal income tax liability at rates that vary according to the
type of  distribution  and the  recipient's  tax  status.  Recipients,  however,
generally  are provided the  opportunity  to elect not to have tax withheld from
distributions.  Effective January 1, 1993,  distributions from certain qualified
plans are generally subject to mandatory withholding.  Withholding for Contracts
issued to  retirement  plans  established  under  Section 401 of the Code is the
responsibility of the plan trustee.

MULTIPLE CONTRACTS

     Section  72(e)(11) of the Code treats all  non-qualified  deferred  annuity
contracts entered into after October 21, 1988 that are issued by the Company (or
its  affiliates)  to the same Owner  during  any  calendar  year as one  annuity
contract for purposes of determining the amount includible in gross income under
Code  Section  72(e).  The effects of this rule are not yet clear;  however,  it
could  affect  the time when  income is  taxable  and the  amount  that might be
subject to the 10%  penalty tax  described  above.  In  addition,  the  Treasury
Department  has  specific  authority  to  issue  regulations  that  prevent  the
avoidance of Section 72(e) through the serial  purchase of annuity  contracts or
otherwise. There may also be other situations in which the Treasury may conclude
that  it  would  be  appropriate  to  aggregate  two or more  annuity  contracts
purchased by the same Owner.  Accordingly,  an Owner should  consult a competent
tax adviser before purchasing more than one annuity contract.

TAXATION OF QUALIFIED PLANS

     The Contracts  are designed for use with several types of Qualified  Plans.
The tax rules applicable to participants in these Qualified Plans vary according
to the type of plan and the terms and  conditions  of the plan  itself.  Special
favorable tax treatment may be available for certain types of contributions  and
distributions.  Adverse tax consequences may result from contributions in excess
of  specified  limits;  distributions  prior to age 59 1/2  (subject  to certain
exceptions);  distributions  that do not conform to specified  commencement  and
minimum  distribution  rules;  aggregate  distributions in excess of a specified
annual amount; and in other specified  circumstances.  Therefore,  no attempt is
made to provide more than  general  information  about the use of the  Contracts
with the various types of Qualified Plans. Contract Owners, the Annuitants,  and
Beneficiaries  are cautioned that the rights of any person to any benefits under
these  Qualified  Plans will be subject to the terms and conditions of the plans
themselves,  regardless of the terms and  conditions of the Contracts  issued in
connection  with the  plans.  The  Company  shall  not be bound by the terms and
conditions  of such plans to the  extent  such terms  contradict  the  Contract,
unless the Company consents.  Brief descriptions  follow of the various types of
Qualified Plans in connection with a Contract.

     PENSION AND PROFIT SHARING PLANS

     Section 401(a) of the Code permits employers and  self-employed  persons to
establish various types of retirement plans for employees. Such retirement plans
may permit the  purchaser of the Contract to provide  benefits  under the plans.
Persons  intending  to use the Contract  with such plans  should seek  competent
advice.

     INDIVIDUAL RETIREMENT ANNUITIES

     Section 408 of the Code permits  eligible  individuals  to contribute to an
individual  retirement  program known as an "Individual  Retirement  Annuity" or
"IRA".  These IRAs are subject to limits on the amount that may be  contributed,
the  persons  who  may be  eligible,  and on the  time  when  distributions  may
commence.  Also,  distributions from certain other types of qualified retirement
plans may be "rolled  over" on a  tax-deferred  basis into an IRA.  Sales of the
Contract for use with IRAs may be subject to special requirements of the IRS.

     TAX SHELTERED ANNUITIES

     Section 403(b) of the Code allows  employees of certain  Section  501(c)(3)
organizations and public schools to exclude from their gross income the premiums
paid,  within certain limits, on a Contract that will provide an annuity for the
employee's retirement.  Code section 403(b)(11) restricts the distribution under
Code section 403(b)  annuity  contracts of: (1) elective  contributions  made in
years  beginning  after December 31, 1988; (2) earnings on those  contributions;
and (3)  earnings  in such years on amounts  held as of the last year  beginning
before January 1, 1989.  Distribution of those amounts may only occur upon death
of the employee,  attainment of age 59 1/2, separation from service, disability,
or  financial   hardship.   In  addition,   income   attributable   to  elective
contributions may not be distributed in the case of hardship.

     DEFERRED  COMPENSATION  PLANS FOR PUBLIC  EMPLOYEES  AND  EMPLOYEES  OF TAX
EXEMPT ORGANIZATIONS

     Section 457 of the Code permits  state and local  government  employers and
tax exempt  employers  to  establish  deferred  compensation  plans for eligible
employees  and  independent  contractors.  Eligible  plans  limit the  amount of
compensation  which may be deferred.  Distribution from eligible plans may occur
only upon the  death of the  employee,  attainment  of age 70,  separation  from
service or in the event of an unforseeable  emergency.  Amounts  deferred may be
transferred  directly to another eligible deferred  compensation plan. Contracts
issued to 457 plans will be owned by the  employer and are subject to the claims
of the employer's general  creditors.  An employee has no present legal right or
vested interest in such Contracts; an employee is entitled to distributions only
in accordance with eligible plan provisions.

POSSIBLE CHARGE FOR THE COMPANY'S TAXES

     At the present time,  the Company makes no charge to the  Sub-Accounts  for
any  Federal,  state,  or local  taxes  that the  Company  incurs  which  may be
attributable  to such  Sub-Accounts or to the Contracts.  The Company,  however,
reserves  the right in the future to make a charge for any such tax laws that it
determines to be properly attributable to the Sub-Accounts of the Contracts.

OTHER TAX CONSEQUENCES

     As noted above,  the foregoing  comments about the Federal tax consequences
under these  Contracts are not  exhaustive,  and special rules are provided with
respect to other tax situations not discussed in this Prospectus.  Further,  the
Federal  income  tax   consequences   discussed  herein  reflect  the  Company's
understanding  of current law and the law may change.  Federal  estate and state
and local  estate,  inheritance,  and other tax  consequences  of  ownership  or
receipt of distributions under a Contract depend on the individual circumstances
of each Owner or recipient of the  distribution.  A competent tax adviser should
be consulted for further information.

                              VOTING OF FUND SHARES

     As long as the Variable  Account is registered as a unit  investment  trust
under the Investment  Company Act of 1940 and the assets of the Variable Account
are allocated to Sub-Accounts  that are invested in Investment Fund shares,  the
Investment Fund shares held in the Sub-Accounts  will be voted by the Company in
accordance with  instructions  received from the person having voting  interests
under the Contracts as described  below. If the Company  determines  pursuant to
applicable  law  or  regulation   that   Investment  Fund  shares  held  in  the
Sub-Accounts  and  attributable  to the Contracts  need not be voted pursuant to
instructions  received from persons otherwise having the voting interests,  then
the Company may vote such Investment Fund shares held in the Sub-Accounts in its
own right.

     Before  the  Annuity  Commencement  Date,  the Owner  shall have the voting
interest  with  respect  to  the  Investment  Fund  shares  attributable  to the
Contract.

     On and after the Annuity  Commencement  Date,  the person then  entitled to
receive  annuity  payments  shall have the voting  interest  with respect to the
Investment Fund shares.  Such voting interest will generally decrease during the
annuity payout period.

     Any Investment Fund shares held in the Variable Account for which we do not
receive timely voting  instructions,  or which are not  attributable to Contract
Owners, will be voted by us in proportion to the instructions  received from all
Contract Owners having a voting interest in the Investment  Fund. Any Investment
Fund shares held by us or any of our  affiliates in general  accounts  will, for
voting purposes,  be allocated to all separate  accounts having voting interests
in the Investment  Fund in proportion to each account's  voting  interest in the
respective  Investment  Fund and will be  voted  in the same  manner  as are the
respective account's vote.

     All  Investment  Fund proxy  material will be sent to persons having voting
interests  together  with  appropriate  forms  which may be used to give  voting
instructions. Persons entitled to voting interests and the number of votes which
they may cast shall be  determined  as of a record  date,  to be selected by the
Company, not more than 90 days before the meeting of the applicable Fund.

     Persons having voting interests under the Contracts as described above will
not, as a result thereof,  have voting interests with respect to meetings of the
stockholders of the Company.

                          DISTRIBUTION OF THE CONTRACTS

     The  Contracts  will be sold by licensed  insurance  agents in those states
where the  Contracts  may be  lawfully  sold.  Such  agents  will be  registered
representatives of broker-dealers  registered under the Securities  Exchange Act
of 1934 who are members of the National Association of Securities Dealers,  Inc.
The Contracts will be distributed by the General Distributor,  Washington Square
Securities,  Inc., 20 Washington  Avenue South,  Minneapolis,  Minnesota  55401,
which  is  controlled  by  the  Company.   Commissions  and  other  distribution
compensation  will be paid by the  Company.  Generally  such  payments  will not
exceed 7.00% of the purchase payments. In some cases a trail commission based on
the Contract Value may also be paid.

                                   REVOCATION

     The Contract  Owner may revoke the contract at any time between the date of
Application  and the date 10 days after  receipt of the  Contract  and receive a
refund of the Contract Value unless  otherwise  required by state and/or federal
law.  All  Individual  Retirement  Annuity  refunds  will be return of  purchase
payments. In order to revoke the Contract, it must be mailed or delivered to the
Company's Contract Administrator at the mailing address shown below or the agent
through whom it was  purchased.  Mailing or delivery  must occur on or before 10
days after receipt of the Contract for  revocation to be effective.  In order to
revoke the Contract if it has not been  received,  written notice must be mailed
or delivered to the  Company's  Contract  Administrator  at the mailing  address
shown below.

   
                   ReliaStar Life Insurance Company
                   c/o Variable Annuity Administration Center
                   Route 4300
                   P.O. Box 59218
                   Minneapolis, MN  55429-0218
    

     The liability of the Variable  Account  under this  provision is limited to
the Contract Value in each Sub-Account on the date of revocation. Any additional
amounts refunded to the Contract Owner will be paid by the Company.

                                REPORTS TO OWNERS

     The Company will mail to the Contract  Owner,  at the last known address of
record at the home  office of the  Company,  at least  annually  after the first
Contract Year, a report  containing  such  information as may be required by any
applicable law or regulation and a statement showing the Contract Value.

                                LEGAL PROCEEDINGS

     There are no legal  proceedings  to which the Variable  Account is a party.
The Company is a defendant  in various  lawsuits in  connection  with the normal
conduct of its operations. In the opinion of management, the ultimate resolution
of such litigation will not result in any significant liability to the Company.

                        FINANCIAL STATEMENTS AND EXPERTS

     The annual financial  statements of ReliaStar Select Variable Account as of
December  31,  1996 and for each of the three years in the period then ended and
the annual financial  statements of ReliaStar Life Insurance Company,  which are
incorporated by reference in the Statement of Additional Information,  have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
reports which are incorporated by reference herein and have been so incorporated
by  reference  in  reliance  upon the  reports  of such firm  given  upon  their
authority as experts in accounting and auditing.

                               FURTHER INFORMATION

     A  Registration  Statement  under the Securities Act of 1933 has been filed
with the  Securities  and Exchange  Commission,  with  respect to the  contracts
described  herein.  The Prospectus  does not contain all of the  information set
forth in the Registration  Statement and exhibits thereto, to which reference is
hereby made for further information concerning the Variable Account, the Company
and  the  Contracts.  The  information  so  omitted  may be  obtained  from  the
Commission's  principal  office in  Washington,  D.C.,  upon  payment of the fee
prescribed  by the  Commission,  or examined  there without  charge.  Statements
contained in this  Prospectus  as to the  provisions  of the Contracts and other
legal  documents are summaries,  and reference is made to the documents as filed
with the Commission for a complete statement of the provisions thereof.


                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS



Introduction................................................................S-2
Administration of the Contracts.............................................S-2
Custody of Assets...........................................................S-3
Independent Auditors........................................................S-3
Distribution of the Contracts...............................................S-3
Calculation of Yield and Return.............................................S-3
Financial Statements.......................................................S-14

================================================================================
If you would like to receive a copy of the  ReliaStar  Select  Variable  Account
Statement of Additional  Information,  please call 1-800-621-3750 or return this
request to:

   
RELIASTAR LIFE INSURANCE COMPANY
VARIABLE ANNUITY ADMINISTRATION CENTER
ROUTE 4300
P.O. BOX 59218
MINNEAPOLIS, MN  55429-0218
    

Your name_______________________________________________________________________

Address_________________________________________________________________________

City_______________________________________State____________Zip________________

Please send me a copy of the  ReliaStar  Select  Variable  Account  Statement of
Additional Information.

================================================================================


                                   APPENDIX A
                                THE FIXED ACCOUNT

     CONTRIBUTIONS  UNDER THE FIXED PORTION OF THE CONTRACT AND TRANSFERS TO THE
FIXED  PORTION  BECOME  PART OF THE GENERAL  ACCOUNT OF THE COMPANY  (THE "FIXED
ACCOUNT"),  WHICH  SUPPORTS  INSURANCE  AND  ANNUITY  OBLIGATIONS.   BECAUSE  OF
EXEMPTIVE AND EXCLUSIONARY  PROVISIONS,  INTERESTS IN THE FIXED ACCOUNT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") NOR IS THE FIXED
ACCOUNT  REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
1940  ("1940  ACT").  ACCORDINGLY,  NEITHER THE FIXED  ACCOUNT NOR ANY  INTEREST
THEREIN ARE GENERALLY SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS AND THE
COMPANY  HAS  BEEN  ADVISED  THAT  THE  STAFF  OF THE  SECURITIES  AND  EXCHANGE
COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS  PROSPECTUS  WHICH RELATE TO
THE FIXED  PORTION OF THE CONTRACT.  DISCLOSURES  REGARDING THE FIXED PORTION OF
THE ANNUITY CONTRACT AND THE FIXED ACCOUNT,  HOWEVER,  MAY BE SUBJECT TO CERTAIN
GENERALLY  APPLICABLE  PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE
ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.

     The Fixed  Account is made up of all of the  general  assets of the Company
other than those allocated to any separate  account.  Purchase  payments will be
allocated  to the Fixed  Account as elected by the Owner at the time of purchase
or as  subsequently  changed.  The  Company  will invest the assets of the Fixed
Account in those  assets  chosen by the Company and allowed by  applicable  law.
Investment  income from such Fixed Account assets will be allocated  between the
Company and the contracts participating in the Fixed Account, in accordance with
the terms of such contracts.

     Fixed annuity  payments  made to Annuitants  under the Contract will not be
affected by the  mortality  experience  (death rate) of persons  receiving  such
payments or of the general population. The Company assumes this "mortality risk"
by virtue of annuity rates incorporated in the Contract which cannot be changed.
In  addition,  the  Company  guarantees  that it will not  increase  charges for
maintenance of the Contracts regardless of its actual expenses.

     Investment  income from the Fixed Account allocated to the Company includes
compensation  for mortality and expense risks borne by the Company in connection
with Fixed Account  Contracts.  The Company expects to derive a profit from this
compensation.  The amount of such investment  income  allocated to the Contracts
will vary from year to year at the sole discretion of the Company.  However, the
Company  guarantees  that it will credit  interest at a rate of not less than 3%
per year,  compounded annually,  to amounts allocated to the Fixed Account under
the  Contract.  The  Company  may credit  interest at a rate in excess of 3% per
year; however,  the Company is not obligated to credit any interest in excess of
3% per  year.  There is no  specific  formula  for the  determination  of excess
interest credits.  Such credits, if any, will be determined by the Company based
on information as to expected  investment  yields.  Some of the factors that the
Company  may  consider  in  determining  whether to credit  interest  to amounts
allocated  to the Fixed  Account and the amount  thereof,  are general  economic
trends,  rates of return  currently  available and  anticipated on the Company's
investments,  regulatory  and tax  requirements  and  competitive  factors.  ANY
INTEREST  CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 3% PER
YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY. THE OWNER ASSUMES
THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT  ALLOCATIONS MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

     The Company is aware of no statutory  limitations  on the maximum amount of
interest  it may  credit,  and the Board of  Directors  has set no  limitations.
However,  inherent in the Company's exercise of discretion in this regard is the
equitable  allocation  of  distributable  earnings and surplus among its various
policyholders and Contract Owners and to its stockholders.

     Excess  interest,  if any, will be credited on the Fixed  Account  Contract
Value.  The Company  guarantees  that, at any time,  the Fixed Account  Contract
Value  will not be less  than the  amount of  purchase  payments  and  transfers
allocated  to the  Fixed  Account,  plus  interest  at the rate of 3% per  year,
compounded annually,  plus any additional interest which the Company may, in its
discretion,   credit  to  the  Fixed  Account,   less  the  sum  of  all  annual
administrative  or surrender charges levied,  any applicable  premium taxes, and
less any amounts surrendered or transferred from the Fixed Account. If the Owner
surrenders  the Contract,  the amount  available  from the Fixed Account will be
reduced by any applicable  surrender  charge and annual  administration  charge.
(See "Charges Made by the Company" on page 26).


RELIASTAR

ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, Minnesota 55401

   
SELECT*ANNUITY III PROSPECTUS                                    AUGUST 8, 1997
    



                       STATEMENT OF ADDITIONAL INFORMATION

                                   ----------

              INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS

                                    ISSUED BY

                        RELIASTAR SELECT VARIABLE ACCOUNT
                     (FORMERLY NWNL SELECT VARIABLE ACCOUNT)

                                       AND

                        RELIASTAR LIFE INSURANCE COMPANY
             (FORMERLY NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY)


   
     This Statement of Additional Information is not a Prospectus, but should be
read in conjunction with the Prospectus, dated August 8, 1997 (the "Prospectus")
relating to the Individual Deferred  Variable/Fixed  Annuity Contracts issued by
ReliaStar  Select Variable  Account (the "Variable  Account") and ReliaStar Life
Insurance  Company (the  "Company").  Much of the information  contained in this
Statement  of  Additional  Information  expands upon  subjects  discussed in the
Prospectus.  A copy of the  Prospectus  may be obtained from  Washington  Square
Securities, Inc., 20 Washington Avenue South, Minneapolis, Minnesota 55401.
    

     Capitalized terms used in this Statement of Additional Information that are
not  otherwise  defined  herein  shall  have the  meanings  given to them in the
Prospectus.

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

                                TABLE OF CONTENTS
                                                                            PAGE

Introduction..............................................................  S-2

Administration of the Contracts...........................................  S-2

Custody of Assets.........................................................  S-3

Independent Auditors......................................................  S-3

Distribution of the Contracts.............................................  S-3

Calculation of Yield and Return...........................................  S-3

Financial Statements......................................................  S-14

                                    ---------

   
     The date of this Statement of Additional Information is August 8, 1997.
    


                                  INTRODUCTION

     The Individual Deferred  Variable/Fixed  Annuity Contracts described in the
Prospectus are flexible purchase payment contracts. The Contracts are sold to or
in  connection  with  retirement  plans which may or may not qualify for special
federal tax treatment under the Internal Revenue Code. (See "Federal Tax Status"
on page 36 of the Prospectus.) Annuity payments under the Contracts are deferred
until a selected later date.

     Purchase  payments  may  be  allocated  to  one or  more  of the  available
Sub-Accounts of the Variable Account, a separate account of the Company,  and/or
to the Fixed Account (which is the general account of the Company).

   
     Purchase payments allocated to one or more of the available Sub-Accounts of
the Variable  Account,  as selected by the Contract  Owner,  will be invested in
shares at net asset  value of one or more of a group of  investment  funds  (the
"Investment  Funds").  The Investment Funds are currently the five portfolios of
the  Variable  Insurance  Products  Fund,  and four  portfolios  of the Variable
Insurance Products Fund II, which are managed by Fidelity  Management & Research
Company of Boston,  Massachusetts;  five funds of the Northstar  Variable Trust,
which are managed by Northstar Investment  Management  Corporation of Greenwich,
Connecticut;  six  portfolios  of Putnam  Variable  Trust,  which are managed by
Putnam Investment Management, Inc. of Boston, Massachusetts;  four portfolios of
Janus Aspen Series, which are managed by Janus Capital of Denver, Colorado; four
portfolios of the OCC Accumulation Trust, which are managed by OpCap Advisors of
New York,  New York;  three  portfolios of The Alger  American  Fund,  which are
managed by Fred Alger Management, Inc. of New York, New York; and two Portfolios
of  the  Neuberger&Berman  Advisers  Management  Trust,  which  are  managed  by
Neuberger&Berman Management of New York, New York. Each Investment Fund pays its
investment  adviser  certain fees charged  against the assets of the  Investment
Fund. The Variable  Account  Contract  Value and the amount of variable  annuity
payments  will  vary,  primarily  based  on the  investment  performance  of the
Investment Funds whose shares are held in the Sub-Accounts  selected.  (For more
information  about  the  Investment  Funds,  see  "Investments  of the  Variable
Account" on page 20 of the Prospectus.)
    

     Purchase  payments  allocated  to the Fixed  Account,  which is the general
account of the Company,  will be credited  with interest at a rate not less than
3% per year.  Interest  credited in excess of 3%, if any,  will be determined at
the sole  discretion of the Company.  That part of the Contract  relating to the
Fixed Account is not  registered  under the Securities Act of 1933 and the Fixed
Account is not  subject to the  restrictions  of the  Investment  Company Act of
1940. (See Appendix A to the Prospectus.)

                         ADMINISTRATION OF THE CONTRACTS

   
     The Company  performs  certain  administrative  functions  ("Administrative
Functions") relating to the Contracts and the Variable Account.  These functions
include,  among other things,  maintaining the books and records of the Variable
Account and the  Sub-Accounts,  and  maintaining  records of the name,  address,
taxpayer identification number, Contract number, type of Contract issued to each
Owner,   Contract  Value  and  other  pertinent  information  necessary  to  the
administration  and operation of the Contracts.  The Company received no payment
for performing any of the Administrative  Functions in 1996.  Effective July 14,
1997,  the  Company  performs  the  Administrative   Functions  in  Minneapolis,
Minnesota.  Prior to that date, Continuum  Administrative  Services Corporation,
Kansas  City,  Missouri  ("CASC"),   performed,   by  agreement,   many  of  the
Administrative  Functions.  For the years ended December 31, 1994, 1995 and 1996
the Company  paid fees to CASC under the  agreement  in the amounts of $129,682,
$218,214 and $638,881  respectively,  in connection with  administration  of the
Contracts.
    

                                CUSTODY OF ASSETS

     The  Company,  whose  address  appears  on the  cover  of  the  Prospectus,
maintains custody of the assets of the Variable Account.

                              INDEPENDENT AUDITORS

     The annual  financial  statements of ReliaStar  Select Variable Account and
ReliaStar Life Insurance  Company,  which are  incorporated  by reference in the
Statement of Additional Information, have been audited by Deloitte & Touche LLP,
400 One Financial  Plaza,  120 South 6th Street,  Minneapolis,  Minnesota 55402,
independent  auditors,  as stated in their  reports  which are  incorporated  by
reference  herein,  and have been so  incorporated by reference in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

                          DISTRIBUTION OF THE CONTRACTS

     The Contracts are sold by licensed  insurance  agents in those states where
the   Contracts   may  be  lawfully   sold.   Such  agents  will  be  registered
representatives of broker-dealers  registered under the Securities  Exchange Act
of 1934 who are members of the National Association of Securities Dealers,  Inc.
The Contracts will be distributed by the General Distributor,  Washington Square
Securities,  Inc.,  which  is a  direct  wholly-owned  subsidiary  of  ReliaStar
Financial Corp. and is an affiliate of the Company.

     For the  years  ended  December  31,  1994,  1995  and  1996,  the  General
Distributor  was paid fees by the Company  with respect to  distribution  of the
Contracts aggregating $731,073, $397,000 and $666,703 respectively.

     The offering of the Contracts is continuous.

     There are no special purchase plans or exchange privileges not described in
the Prospectus (see "Transfers" at page 32 of the Prospectus).

     No deduction for a sales charge is made from the purchase  payments for the
Contracts.  However,  if  part  or all of a  Contract's  value  is  surrendered,
surrender charges (which may be deemed to be contingent  deferred sales charges)
may be made by the  Company.  The method  used to  determine  the amount of such
charge is described in the  Prospectus  under the heading  "Charges  Made By The
Company - Surrender Charge (Contingent Deferred Sales Charge)" on page 26. There
is no  difference  in the  amount of this  charge  or any of the  other  charges
described in the  Prospectus  as between  Contracts  purchased by members of the
public  as  individuals  or  groups,  and  Contracts  purchased  by any class of
individuals,  such as  officers,  directors  or  employees  of the Company or of
Washington Square Securities, Inc.

                         CALCULATION OF YIELD AND RETURN

     CURRENT YIELD AND EFFECTIVE  YIELD.  Current yield and effective yield will
be calculated only for the VIP Money Market Portfolio Sub-Account.

     The current yield is based on a seven-day period (the "base period") and is
calculated by determining  the "net change in value" on a  hypothetical  account
having a  balance  of one  Accumulation  Unit at the  beginning  of the  period,
dividing  the net  change in  account  value by the value of the  account at the
beginning of the base period to obtain the base period return,  and  multiplying
the base period return by 365/7 with the resulting  yield figure  carried to the
nearest  hundredth of one percent.  The effective yield is computed in a similar
manner,  except that the base period  return is  compounded by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result,
according to the following formula:

                                                        365/7
         EFFECTIVE YIELD  =  [(Base Period Return  +  1)        ]  -  1

     Net changes in value of a hypothetical  account will include net investment
income of the  account  (accrued  daily  dividends  as declared by the VIP Money
Market  Portfolio,  less daily expense and contract  charges to the account) for
the period,  but will not include  realized or unrealized gains or losses on its
underlying fund shares.

     The VIP Money Market Portfolio Sub-Account's yield and effective yield will
vary in  response to any  fluctuations  in  interest  rates and  expenses of the
Sub-Account.

     The yield and effective  yield of the  Sub-Account for the seven day period
ending December 31, 1996 were as follows:

                           Yield:                        3.79%
                           Effective Yield:              3.86%

     STANDARDIZED  YIELD. A standardized  yield computation may be used for bond
Sub-Accounts.  The  yield  quotation  will be based  on a recent  30 day (or one
month)  period,  and is  computed  by  dividing  the net  investment  income per
Accumulation  Unit earned during the period by the maximum offering price on the
last day of the period according to the following formula:

                                         6
                  YIELD = 2[( a - b  + 1)   - 1]
                              -----
                               cd

     Where:

     a    = net  investment  earned  during the period by the Fund or  Portfolio
            attributable to shares owned by the Sub-Account.

     b    = expenses accrued for the period (net of reimbursements).

     c    = the average daily number of Accumulation  Units  outstanding  during
            the period.

     d    = the maximum offering price per Accumulation  Unit on the last day of
            the period.

     Yield on each Sub-Account is earned from dividends declared and paid by the
underlying  Fund or  Portfolio,  which are  automatically  reinvested in Fund or
Portfolio shares.

     AVERAGE  ANNUAL  TOTAL  RETURNS.  From time to time,  sales  literature  or
advertisements  may also quote  average  annual total returns for one or more of
the Sub-Accounts for various periods of time.

     Average annual total returns  represent the average annual compounded rates
of return that would equate an initial  investment of $1,000 under a Contract to
the  redemption  value  of that  investment  as of the  last  day of each of the
periods.  The ending date for each period for which total return  quotations are
provided will be for the most recent month-end practicable, considering the type
and media of the communication and will be stated in the communication.

     Average  annual total returns will be  calculated  using  Sub-Account  unit
values  which  the  Company  calculates  on each  Valuation  Date  based  on the
performance of the Sub-Account's  underlying  Portfolio,  the deductions for the
Mortality and Expense Risk Premiums,  the Administration  Charge, and the Annual
Contract Charge. The calculation  assumes that the Annual Contract Charge is $30
per year per Contract deducted at the end of each Contract Year. For purposes of
calculating  average annual total return,  an average per dollar Annual Contract
Charge  attributable  to the  hypothetical  account for the period is used.  The
calculation also assumes  surrender of the Contract at the end of the period for
the return  quotation.  Total returns will therefore  reflect a deduction of the
Surrender  Charge for any period less than six years. The total return will then
be calculated according to the following formula:

                    1/N  
     TR   = ((ERV/P)  ) - 1

     Where:

     TR   = The  average  annual  total  return  net  of  Sub-Account  recurring
            charges.

     ERV  = the ending redeemable value (net of any applicable surrender charge)
            of the hypothetical account at the end of the period.

     P    = a hypothetical initial payment of $1,000.

     N    = the number of years in the period.


     Such average annual total return  information  for the  Sub-Accounts  is as
follows:

<TABLE>
<CAPTION>
                                                     FOR THE 1-YEAR     FOR THE 5-YEAR FOR THE 10-YEAR  FOR THE PERIOD FROM DATE OF
                                                      PERIOD ENDED       PERIOD ENDED    PERIOD ENDED   INCEPTION OF SUB-ACCOUNT TO
SUB-ACCOUNT                                             12/31/96           12/31/96        12/31/96                  12/31/96
- -----------                                             --------           --------        --------                   --------
<S>                                                       <C>                <C>                <C>                     <C>
Fidelity's VIP Equity-Income Portfolio                    7.20%              N/A                N/A                     15.31%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP Growth Portfolio                           7.62%              N/A                N/A                     13.00%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP High Income Portfolio                      6.96%              N/A                N/A                     7.47%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP Overseas Portfolio                         6.15%              N/A                N/A                     4.88%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP II Asset Manager Portfolio                 7.52%              N/A                N/A                     4.82%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP II Contrafund Portfolio                   14.13%              N/A                N/A                     18.03%
(Sub-Account Inception:  5/1/95)

Fidelity's VIP II Index 500 Portfolio                    15.62%              N/A                N/A                     16.59%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP II Investment Grade Bond Portfolio        -3.74%              N/A                N/A                     2.23%
(Sub-Account Inception:  1/6/94)

Northstar Growth Fund                                    15.90%              N/A                N/A                     20.30%
(Sub-Account Inception:  1/3/95)

Northstar Income and Growth Fund                          6.73%              N/A                N/A                     13.76%
(Sub-Account Inception:  1/3/95)

Northstar Multi-Sector Bond Fund                          6.21%              N/A                N/A                     10.31%
(Sub-Account Inception:  1/3/95)

Putnam VT Asia Pacific Growth Fund                        2.09%              N/A                N/A                     2.06%
(Sub-Account Inception:  5/1/95)

Putnam VT Diversified Income Fund                         1.81%              N/A                N/A                     4.52%
(Sub-Account Inception:  1/6/94)

Putnam VT Growth and Income Fund                         14.73%              N/A                N/A                     15.87%
(Sub-Account Inception:  1/6/94)

Putnam VT New Opportunities Fund                          3.15%              N/A                N/A                     22.02%
(Sub-Account Inception:  5/1/95)

Putnam VT Utilities Growth and Income Fund                8.70%              N/A                N/A                     9.82%
(Sub-Account Inception:  1/6/94)

Putnam VT Voyager Fund                                    5.91%              N/A                N/A                     14.62%
(Sub-Account Inception:  1/6/94)

</TABLE>


     From time to time,  sales  literature or  advertisements  may quote average
annual total  returns for periods prior to the date the  Sub-Accounts  commenced
operations. Such performance information for the Sub-Accounts will be calculated
based  on  the  performance  of the  Portfolios  and  the  assumption  that  the
Sub-Accounts  were in existence for the same periods as those  indicated for the
Portfolios, with the level of Contract charges currently in effect.


     Such average annual total return  information  for the  Sub-Accounts  is as
follows:
<TABLE>
<CAPTION>

                                                         FOR THE 1-YEAR      FOR THE 5-YEAR FOR THE 10-YEAR FOR THE PERIOD FROM DATE
                                                          PERIOD ENDED        PERIOD ENDED     PERIOD ENDED   OF INCEPTION OF FUND
SUB-ACCOUNT                                                 12/31/96            12/31/96          12/31/96    PORTFOLIO TO 12/31/96
- -----------                                                 --------            --------          --------    ---------------------
<S>                                                       <C>                <C>                <C>                     <C>
Alger American Growth Portfolio                              7.18%               14.95%             N/A                  16.94%
(Portfolio Inception:  1/6/89)

Alger American MidCap Growth Portfolio                       5.75%                N/A               N/A                  21.54%
(Portfolio Inception:  4/30/93)

Alger American Small Capitalization Portfolio                -1.86%              9.40%              N/A                  18.49%
(Portfolio Inception:  9/20/88)

Fidelity's VIP Equity-Income Portfolio                       7.20%               15.88%            12.10%                11.80%
(Portfolio Inception:  10/9/86)

Fidelity's VIP Growth Portfolio                              7.62%               13.06%            13.50%                13.17%
(Portfolio Inception:  10/9/86)

Fidelity's VIP High Income Portfolio                         6.96%               12.86%            9.51%                 10.39%
(Portfolio Inception:  9/19/85)

Fidelity's VIP Overseas Portfolio                            6.15%               6.99%              N/A                   6.32%
(Portfolio Inception:  1/28/87)

Fidelity's VIP II Asset Manager Portfolio                    7.52%               9.14%              N/A                  10.08%
(Portfolio Inception:  9/6/89)

Fidelity's VIP II Contrafund Portfolio                       14.13%               N/A               N/A                  26.59%
(Portfolio Inception:  1/3/95)

Fidelity's VIP II Index 500 Portfolio                        15.62%               N/A               N/A                  14.88%
(Portfolio Inception:  8/27/92)

Fidelity's VIP II Investment Grade Bond Portfolio            -3.74%              4.48%              N/A                   6.63%
(Portfolio Inception:  12/5/88)

Janus Aggressive Growth Portfolio                            1.86%                N/A               N/A                  18.60%
(Portfolio Inception:  9/13/93)

Janus Growth Portfolio                                       12.22%               N/A               N/A                  13.46%
(Portfolio Inception:  9/13/93)

Janus International Growth Portfolio                         28.25%               N/A               N/A                  16.57%
(Portfolio Inception:  5/2/94)

Janus Worldwide Growth Portfolio                             22.65%               N/A               N/A                  20.46%
(Portfolio Inception:  9/13/93)

Neuberger&Berman AMT Limited Maturity Bond Portfolio         -1.74%              3.78%             5.13%                  6.73%
(Portfolio Inception:  9/10/84)

Neuberger&Berman AMT Partners Portfolio                      23.18%               N/A               N/A                  18.78%
(Portfolio Inception:  3/22/94)

Northstar Growth Fund                                        15.90%               N/A               N/A                  15.97%
(Portfolio Inception:  5/6/94)

Northstar High Yield Bond Fund                               10.21%               N/A               N/A                   9.73%
(Portfolio Inception:  5/6/94)

Northstar Income and Growth Fund                             6.73%                N/A               N/A                  10.67%
(Portfolio Inception:  5/6/94)

Northstar International Value Fund                            N/A                 N/A               N/A                    N/A
(Portfolio Inception:  8/8/97)

Northstar Multi-Sector Bond Fund                             6.21%                N/A               N/A                   8.16%
(Portfolio Inception:  5/6/94)

OCC Equity Portfolio                                         17.06%              16.04%             N/A                  14.87%
(Portfolio Inception:  8/1/88)

OCC Global Equity Portfolio                                  14.21%               N/A               N/A                   7.96%
(Portfolio Inception:  3/1/95)

OCC Managed Portfolio                                        16.48%              17.45%             N/A                  18.40%
(Portfolio Inception:  8/1/88)

OCC Small Cap Portfolio                                      12.48%              12.84%             N/A                  13.05%
(Portfolio Inception:  8/1/88)

Putnam VT Asia Pacific Growth Fund                           2.09%                N/A               N/A                   2.08%
(Portfolio Inception:  5/1/95)

Putnam VT Diversified Income Fund                            1.81%                N/A               N/A                   4.73%
(Portfolio Inception:  9/15/93)

Putnam VT Growth and Income Fund                             14.73%              13.87%             N/A                  14.17%
(Portfolio Inception:  2/1/88)

Putnam VT New Opportunities Fund                             3.15%                N/A               N/A                  19.58%
(Portfolio Inception:  5/2/94)

Putnam VT Utilities Growth and Income Fund                   8.70%                N/A               N/A                  10.07%
(Portfolio Inception:  5/1/92)

Putnam VT Voyager Fund                                       5.91%               13.93%             N/A                  15.49%
(Portfolio Inception:  2/1/88)

</TABLE>

     The  Company  may  also  disclose  average  annual  total  returns  for the
Investment  Fund's  Portfolios since their inception,  including such disclosure
for periods prior to the date the Variable Account commenced operations.


     Such average  annual total return  information  for the  Portfolios  of the
Investment Funds is as follows:

<TABLE>
<CAPTION>

                                                      FOR THE 1-YEAR     FOR THE 5-YEAR     FOR THE 10-YEAR FOR THE PERIOD FROM DATE
                                                       PERIOD ENDED       PERIOD ENDED       PERIOD ENDED       OF INCEPTION OF FUND
SUB-ACCOUNT                                              12/31/96           12/31/96            12/31/96       PORTFOLIO TO 12/31/96
- -----------                                              --------           --------            --------       ---------------------
<S>                                                       <C>                <C>                <C>                     <C>
Alger American Growth Portfolio                           13.35%             16.63%               N/A                    18.64%
(Portfolio Inception:  1/6/89)

Alger American MidCap Growth Portfolio                    11.90%               N/A                N/A                    24.06%
(Portfolio Inception:  4/30/93)

Alger American Small Capitalization Portfolio              4.18%             11.02%               N/A                    20.21%
(Portfolio Inception:  9/20/88)

Fidelity's VIP Equity-Income Portfolio                    14.28%             17.98%              13.74%                  13.44%
(Portfolio Inception:  10/9/86)

Fidelity's VIP Growth Portfolio                           14.71%             15.16%              15.15%                  14.83%
(Portfolio Inception:  10/9/86)

Fidelity's VIP High Income Portfolio                      14.03%             14.96%              11.12%                  12.01%
(Portfolio Inception:  9/19/85)

Fidelity's VIP Overseas Portfolio                         13.22%              9.13%               N/A                     7.91%
(Portfolio Inception:  1/28/87)

Fidelity's VIP II Asset Manager Portfolio                 14.60%             11.26%               N/A                    11.70%
(Portfolio Inception:  9/6/89)

Fidelity's VIP II Investment Grade Bond Portfolio          3.19%              6.64%               N/A                     8.20%
(Portfolio Inception:  12/5/88)

Fidelity's VIP II Index 500 Portfolio                     22.82%               N/A                N/A                    17.11%
(Portfolio Inception:  8/27/92)

Fidelity's VIP II Contrafund Portfolio                    21.31%               N/A                N/A                    30.33%
(Portfolio Inception:  1/3/95)

Janus Aggressive Growth Portfolio                          7.95%               N/A                N/A                    21.28%
(Portfolio Inception:  9/13/93)

Janus Growth Portfolio                                    18.45%               N/A                N/A                    16.18%
(Portfolio Inception:  9/13/93)

Janus International Growth Portfolio                      34.71%               N/A                N/A                    19.63%
(Portfolio Inception:  5/2/94)

Janus Worldwide Growth Portfolio                          29.04%               N/A                N/A                    23.15%
(Portfolio Inception:  9/13/93)

Neuberger&Berman AMT Limited Maturity Bond                 4.31%              5.32%              6.68%                    8.29%
Portfolio
(Portfolio Inception:  9/10/84)

Neuberger&Berman AMT Partners Portfolio                   29.57%               N/A                N/A                    21.75%
(Portfolio Inception:  3/22/94)

Northstar Growth Fund                                     22.78%               N/A                N/A                    18.76%
(Portfolio Inception:  5/6/94)

Northstar High Yield Bond Fund                            16.42%               N/A                N/A                    12.83%
(Portfolio Inception:  5/6/94)

Northstar Income and Growth Fund                          13.80%               N/A                N/A                    13.75%
(Portfolio Inception:  5/6/94)

Northstar International Value Fund                          N/A                N/A                N/A                      N/A
(Portfolio Inception:  8/8/97)

Northstar Multi-Sector Bond Fund                          13.28%               N/A                N/A                    11.27%
(Portfolio Inception:  5/6/94)

OCC Equity Portfolio                                      23.36%             17.72%               N/A                    16.54%
(Portfolio Inception:  8/1/88)

OCC Global Equity Portfolio                               15.01%               N/A                N/A                    18.57%
(Portfolio Inception:  3/1/95)

OCC Managed Portfolio                                     22.77%             19.15%               N/A                    20.11%
(Portfolio Inception:  8/1/88)

OCC Small Cap Portfolio                                   18.72%             14.48%               N/A                    14.69%
(Portfolio Inception:  8/1/88)

Putnam VT Asia Pacific Growth Fund                         9.10%               N/A                N/A                     6.81%
(Portfolio Inception:  5/1/95)

Putnam VT Diversified Income Fund                          8.81%               N/A                N/A                     7.53%
(Portfolio Inception:  9/15/93)

Putnam VT Growth and Income Fund                          21.92%             15.97%               N/A                    15.88%
(Portfolio Inception:  2/1/88)

Putnam VT New Opportunities Fund                          10.17%               N/A                N/A                    22.56%
(Portfolio Inception:  5/2/94)

Putnam VT Utilities Growth and Income Fund                15.80%               N/A                N/A                    12.24%
(Portfolio Inception:  5/1/92)

Putnam VT Voyager Fund                                    12.97%             16.03%               N/A                    17.23%
(Portfolio Inception:  2/1/88)

</TABLE>


     OTHER TOTAL RETURNS.  From time to time, sales literature or advertisements
may quote average annual total returns for the Sub-Accounts  that do not reflect
the Surrender  Charge.  Such  performance  information  may quote average annual
total returns for periods during which the  Sub-Accounts  were operating and for
periods prior to the date the Sub-Accounts  commenced operations.  These returns
are calculated in exactly the same way as average annual total returns described
above,  except that the ending redeemable value of the hypothetical  account for
the period is  replaced  with an ending  value for the period that does not take
into account any charges on amounts  surrendered or withdrawn.  Such information
is as follows:
<TABLE>
<CAPTION>

              RETURNS SINCE DATE SUB-ACCOUNTS COMMENCED OPERATIONS
              ----------------------------------------------------

                                                        FOR THE 1-YEAR     FOR THE 5-YEAR   FOR THE 10-YEAR FOR THE PERIOD FROM DATE
                                                         PERIOD ENDED        PERIOD ENDED     PERIOD ENDED        OF INCEPTION OF
SUB-ACCOUNT                                                12/31/96           12/31/96          12/31/96     SUB-ACCOUNT TO 12/31/96
- -----------                                                --------           --------          --------     -----------------------
<S>                                                       <C>                <C>                <C>                     <C>
Fidelity's VIP Equity-Income Portfolio                      12.60%              N/A              N/A                   16.44%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP Growth Portfolio                             13.02%              N/A              N/A                   14.17%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP High Income Portfolio                        12.36%              N/A              N/A                   8.76%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP Overseas Portfolio                           11.55%              N/A              N/A                   6.23%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP II Asset Manager Portfolio                   12.92%              N/A              N/A                   6.17%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP II Contrafund Portfolio                      19.53%              N/A              N/A                   20.30%
(Sub-Account Inception:  5/1/95)

Fidelity's VIP II Index 500 Portfolio                       21.02%              N/A              N/A                   17.69%
(Sub-Account Inception:  1/6/94)

Fidelity's VIP II Investment Grade Bond Portfolio            1.66%              N/A              N/A                   3.65%
(Sub-Account Inception:  1/6/94)

Northstar Growth Fund                                       21.30%              N/A              N/A                   22.53%
(Sub-Account Inception:  1/3/95)

Northstar Income and Growth Fund                            12.13%              N/A              N/A                   16.12%
(Sub-Account Inception:  1/3/95)

Northstar Multi-Sector Bond Fund                            11.61%              N/A              N/A                   12.74%
(Sub-Account Inception:  1/3/95)

Putnam VT Asia Pacific Growth Fund                           7.49%              N/A              N/A                   5.21%
(Sub-Account Inception:  5/1/95)

Putnam VT Diversified Income Fund                            7.21%              N/A              N/A                   5.89%
(Sub-Account Inception:  1/6/94)

Putnam VT Growth and Income Fund                            20.13%              N/A              N/A                   16.98%
(Sub-Account Inception:  1/6/94)

Putnam VT New Opportunities Fund                             8.55%              N/A              N/A                   24.83%
(Sub-Account Inception:  5/1/95)

Putnam VT Utilities Growth and Income Fund                  14.10%              N/A              N/A                   11.06%
(Sub-Account Inception:  1/6/94)

Putnam VT Voyager Fund                                      11.31%              N/A              N/A                   15.76%
(Sub-Account Inception:  1/6/94)

</TABLE>

    RETURNS INCLUDING PERIOD PRIOR TO DATE SUB-ACCOUNTS COMMENCED OPERATIONS
    ------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                 FOR THE 1-YEAR      FOR THE 5-YEAR     FOR THE 10-YEAR     FOR THE PERIOD FROM DATE
                                                  PERIOD ENDED        PERIOD ENDED       PERIOD ENDED         OF INCEPTION OF FUND
SUB-ACCOUNT                                         12/31/96            12/31/96            12/31/96         PORTFOLIO TO 12/31/96
- -----------                                         --------            --------            --------         ---------------------
<S>                                                       <C>                <C>                <C>                     <C>
Alger American Growth Portfolio                      11.68%              14.95%               N/A                    16.94%
(Portfolio Inception:  1/6/89)

Alger American MidCap Growth Portfolio               10.25%               N/A                 N/A                    22.26%
(Portfolio Inception:  4/30/93)

Alger American Small Capitalization Portfolio         2.64%              9.40%                N/A                    18.49%
(Portfolio Inception:  9/20/88)

Fidelity's VIP Equity-Income Portfolio               12.60%              16.28%              12.10%                  11.80%
(Portfolio Inception:  10/9/86)

Fidelity's VIP Growth Portfolio                      13.02%              13.50%              13.50%                  13.17%
(Portfolio Inception:  10/9/86)

Fidelity's VIP High Income Portfolio                 12.36%              13.30%              9.51%                   10.39%
(Portfolio Inception:  9/19/85)

Fidelity's VIP Overseas Portfolio                    11.55%              7.54%                N/A                    6.32%
(Portfolio Inception:  1/28/87)

Fidelity's VIP II Asset Manager Portfolio            12.92%              9.64%                N/A                    10.08%
(Portfolio Inception:  9/6/89)

Fidelity's VIP II Contrafund Portfolio               19.53%               N/A                 N/A                    28.36%
(Portfolio Inception:  1/3/95)

Fidelity's VIP II Index 500 Portfolio                21.02%               N/A                 N/A                    15.40%
(Portfolio Inception:  8/27/92)

Fidelity's VIP II Investment Grade Bond               1.66%              5.08%                N/A                    6.63%
Portfolio
(Portfolio Inception:  12/5/88)

Janus Aggressive Growth Portfolio                     6.36%               N/A                 N/A                    19.51%
(Portfolio Inception:  9/13/93)

Janus Growth Portfolio                               16.72%               N/A                 N/A                    14.47%
(Portfolio Inception:  9/13/93)

Janus International Growth Portfolio                 32.75%               N/A                 N/A                    17.86%
(Portfolio Inception:  5/2/94)

Janus Worldwide Growth Portfolio                     27.15%               N/A                 N/A                    21.34%
(Portfolio Inception:  9/13/93)

Neuberger&Berman AMT Limited Maturity Bond            2.76%              3.78%               5.13%                   6.73%
Portfolio
(Portfolio Inception:  9/10/84)

Neuberger&Berman AMT Partners Portfolio              27.68%               N/A                 N/A                    19.96%
(Portfolio Inception:  3/22/94)

Northstar Growth Fund                                21.30%               N/A                 N/A                    17.28%
(Portfolio Inception:  5/6/94)

Northstar High Yield Bond Fund                       14.71%               N/A                 N/A                    11.17%
(Portfolio Inception:  5/6/94)

Northstar Income and Growth Fund                     12.13%               N/A                 N/A                    12.08%
(Portfolio Inception:  5/6/94)

Northstar International Value Fund                     N/A                N/A                 N/A                     N/A
(Portfolio Inception:  8/8/97)

Northstar Multi-Sector Bond Fund                     11.61%               N/A                 N/A                    9.63%
(Portfolio Inception:  5/6/94)

OCC Equity Portfolio                                 21.56%              16.04%               N/A                    14.87%
(Portfolio Inception:  8/1/88)

OCC Global Equity Portfolio                          16.81%               N/A                 N/A                    10.68%
(Portfolio Inception:  3/1/95)

OCC Managed Portfolio                                20.98%              17.45%               N/A                    18.40%
(Portfolio Inception:  8/1/88)

OCC Small Cap Portfolio                              16.98%              12.84%               N/A                    13.05%
(Portfolio Inception:  8/1/88)

Putnam VT Asia Pacific Growth Fund                    7.49%               N/A                 N/A                    5.23%
(Portfolio Inception:  5/1/95)

Putnam VT Diversified Income Fund                     7.21%               N/A                 N/A                    5.94%
(Portfolio Inception:  9/15/93)

Putnam VT Growth and Income Fund                     20.13%              14.29%               N/A                    14.17%
(Portfolio Inception:  2/1/88)

Putnam VT New Opportunities Fund                      8.55%               N/A                 N/A                    20.82%
(Portfolio Inception:  5/2/94)

Putnam VT Utilities Growth and Income Fund           14.10%               N/A                 N/A                    10.60%
(Portfolio Inception:  5/1/92)

Putnam VT Voyager Fund                               11.31%              14.36%               N/A                    15.49%
(Portfolio Inception:  2/1/88)

</TABLE>

   
     The  Investment  Funds have provided the total return  information  for the
Portfolios,  including the Portfolio total return  information used to calculate
the total returns of the  Sub-Accounts for periods prior to the inception of the
Sub-Accounts.  The Alger American Fund,  Fidelity's  Variable Insurance Products
Fund,  Fidelity's  Variable  Insurance  Products  Fund II,  Janus Aspen  Series,
Neuberger&Berman  Advisers  Management Trust, OCC Accumulation Trust, and Putnam
Variable Trust are not affiliated with the Company.
    

     The Company may disclose  Cumulative  Total Returns in conjunction with the
standard  formats   described  above.  The  Cumulative  Total  Returns  will  be
calculated using the following formula:

     CTR  = ERV/P - 1

     Where:

     CTR  = the Cumulative Total Return net of Sub-Account recurring charges for
            the period.

     ERV  = the ending  redeemable value of the  hypothetical  investment at the
            end of the period.

     P    = a hypothetical single payment of $1,000.

     EFFECT OF THE ANNUAL  CONTRACT  CHARGE ON  PERFORMANCE  DATA.  The Contract
provides for a $30 Annual Contract Charge to be deducted  annually at the end of
each Contract  Year,  from the  Sub-Accounts  and the Fixed Account based on the
proportion  that the value of each  such  account  bears to the  total  Contract
Value.  For purposes of reflecting the Annual Contract Charge in yield and total
return  quotations,  the annual  charge is converted  into an annual  charge per
$1,000 invested based on the Annual Contract Charges  collected from the average
total assets of the Variable  Account and Fixed Account during the calendar year
ending December 31, 1996.

                              FINANCIAL STATEMENTS

   
     This Statement of Additional Information  incorporates by reference audited
Financial  Statements  for the Variable  Account as of December 31, 1996 and for
each of the three years in the period  then ended.  Deloitte & Touche LLP serves
as  independent  auditors  for the  Variable  Account.  Although  the  financial
statements,  are audited, the period they cover is not necessarily indicative of
the longer term performance of the assets held in the Variable Account.
    

     The Company's statements of financial condition as of December 31, 1996 and
1995, and the related  statements of operations,  shareholder's  equity and cash
flows for the years ended December 31, 1996 and 1995 which are  incorporated  by
reference in this Statement of Additional Information, should be considered only
as bearing on the Company's ability to meet its obligations under the Contracts.
They should not be considered as bearing on the  investment  performance  of the
assets held in the Variable Account.


                        RELIASTAR SELECT VARIABLE ACCOUNT
                          Independent Auditors' Report*
                      Statement of Assets and Liabilities*
         Statement of Operations and Changes in Contract Owners' Equity*
                         Notes to Financial Statements*
                                December 31, 1996


*    Incorporated  by  reference  to the  Registrant's  1996  Annual  Report  to
     Contract Holders filed February 20, 1997.



                        RELIASTAR LIFE INSURANCE COMPANY
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                         Independent Auditors' Report**
                          Consolidated Balance Sheets**
                       Consolidated Statements of Income**
                Consolidated Statements of Shareholder's Equity**
                     Consolidated Statements of Cash Flows**
                  Notes to Consolidated Financial Statements**
                                December 31, 1996


**   Incorporated  by reference  to the  financial  statements  contained in the
     Prospectus filed as part of  Pre-effective  Amendment No. 1 to the Form S-6
     Registration Statement of Select*Life Variable Account, File No. 333-18517,
     filed March 31, 1997.

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements:

     Part A: None

     Part B: RELIASTAR SELECT VARIABLE ACCOUNT*
             ----------------------------------
             Independent Auditors' Report
             Statement of Assets and Liabilities,
                December 31, 1996
             Combined Statements of Operations and Changes
                in Contract Owners' Equity, Years Ended
                December 31, 1996, 1995 and 1994
             Notes to Financial Statements

             RELIASTAR LIFE INSURANCE COMPANY**
             ----------------------------------
             Independent Auditors' Report
             Consolidated Balance Sheets
                December 31, 1996 and 1995
             Consolidated Statements of Operations,
                Years Ended December 31, 1996 and 1995
             Consolidated Statements of Shareholders'
                Equity, Years Ended December 31, 1996 and 1995
              Consolidated Statements of Cash Flows,
                Years Ended December 31, 1996 and 1995
             Notes to Consolidated Financial Statements

     (b)  Exhibits:

     1.   Resolution  of the Board of  Directors  of  ReliaStar  Life  Insurance
          Company  ("Depositor")  authorizing the  establishment  of NWNL Select
          Variable Account ("Registrant").+

   
          Resolution of the Board of Directors of Depositor changing the name of
          Registrant to ReliaStar Select Variable Account. +++
    

     2.   Not Applicable.

     3.   (a)  Form of  General  Distributor  Agreement  between  Depositor  and
               Washington Square Securities, Inc. ("WSSI").+

          (b)  Forms of agreements  between  Depositor and  broker-dealers  with
               respect to the sale of Contracts. +

     4.   Form of Contract. +

     5.   Contract Application Form. +

     6.   (a) Amended Articles of Incorporation of Depositor ++

          (b) Amended Bylaws of Depositor ++

     7.   Not Applicable.

   
     8.   (a)  Participation   Agreement  with  Fidelity's   Variable  Insurance
          Products Fund and Fidelity  Distributors  Corporation  and  Amendments
          Nos. 1-8.++

          (b)  Participation   Agreement  with  Fidelity's   Variable  Insurance
               Products  Fund  II  and  Fidelity  Distributors  Corporation  and
               Amendments Nos. 1-7.++

          (c)  Form of Service  Agreement and Contract  between  ReliaStar  Life
               Insurance Company,  WSSI, and Fidelity Investments  Institutional
               Operations  Company and Fidelity  Distributors  Corporation dated
               January 1, 1997.+++

          (d)  Participation  Agreement  with Putnam  Capital  Manager Trust and
               Putnam Mutual Funds Corp. and Amendments Nos. 1-2.++

          (e)  Form of Service Agreement by and between ReliaStar Life Insurance
               Company and Janus Capital Corporation.++++

          (f)  Form of Service Agreement by and between ReliaStar Life Insurance
               Company and Fred Alger Management, Inc.++++

          (g)  Form of Service Agreement by and between ReliaStar Life Insurance
               Company and OpCap Advisors.++++

          (h)  Form of Service Agreement by and between ReliaStar Life Insurance
               Company and NBMI, Neuberger&Berman Advisers Management, Inc., and
               Advisers Managers Trust.++++

          (i)  Form of  Participation  Agreement by and between  ReliaStar  Life
               Insurance Company and Neuberger&Berman Advisers Management, Inc.,
               and Advisers Management Trust and NBMI.++++

          (j)  Form of  Participation  Agreement by and between  ReliaStar  Life
               Insurance Company and Janus Aspen Series.++++

          (k)  Form of  Participation  Agreement by and between  ReliaStar  Life
               Insurance Company and Fred Alger Management, Inc.++++

          (l)  Form of  Participation  Agreement by and between  ReliaStar  Life
               Insurance Company and OpCap Advisors.++++
    

     9.   Consent  and  Opinion of Robert B.  Saginaw as to the  legality of the
          securities being registered.

     10.  Independent Auditors' Consent of Deloitte & Touche LLP.

     11.  Not Applicable.

     12.  Not Applicable.

     13.  Schedules for Computation of Performance Quotations.+++

     14.  Financial Data  Schedule,  filed hereto  electronically  as Exhibit 27
          pursuant to Rule 401 of Regulation S-T.+++

     15.  Powers of Attorney. ++

*    Incorporated  by  reference  to the  Registrant's  1996  Annual  Report  to
     Contract Holders filed February 20, 1997.

**   Incorporated  by reference  to the  financial  statements  contained in the
     Prospectus filed as part of  Pre-effective  Amendment No. 1 of the Form S-6
     Registration Statement of Select*Life Variable Account, File No. 333-18517,
     filed March 31, 1997.

+    Incorporated  by  reference  to  Post-effective  Amendment  No.  3  to  the
     Registrant's Form N-4 Registration Statement File No. 33-69892, filed April
     16, 1996.

++   Incorporated  by  reference  to the  Form  S-6  Registration  Statement  of
     Select*Life Variable Account, File No. 333-18517, filed December 23, 1996.

   
+++  Incorporated  by  reference  to  Post-effective  Amendment  No.  4  to  the
     Registrant's Form N-4 Registration Statement File No. 33-69892, filed April
     14, 1997.

++++   To be filed by Post-effective Amendment.
    

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>

              NAME                                   POSITIONS AND OFFICES WITH DEPOSITOR
              ----                                   ------------------------------------
         <S>                           <C>
         John G. Turner                 Director, Chairman, and Chief Executive Officer
         John H. Flittie                Director, Vice Chairman, President, and Chief Operating Officer
         Susan M. Bergen                Secretary
         R. Michael Conley              Director and Senior Vice President - ReliaStar Employee Benefits
         Richard R. Crowl               Director, Senior Vice President, and General Counsel
         Wayne R. Huneke                Director, Senior Vice President, Chief Financial Officer, and Treasurer
         William R. Merriam             Director and Senior Vice President - ReliaStar Reinsurance Group
         Robert C. Salipante            Director and Senior Vice President - Personal Financial Operations
         Donald L. Swanson              Director and Senior Vice President - ReliaStar Retirement Plans
         Steven W. Wishart              Director, Senior Vice President and Chief Investment Officer
         Kenneth U. Kuk                 Director  and Senior Vice  President  -  ReliaStar  Asset  Division  and  Strategic
                                        Marketing
</TABLE>

The principal business address of each of the foregoing executive officers is 20
Washington Avenue South, Minneapolis, Minnesota 55401.


ITEM 26.  PERSONS  CONTROLLED  BY OR UNDER COMMON  CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

     Registrant is a separate account of Depositor,  established by the Board of
Directors of Depositor in 1981  pursuant to the laws of the State of  Minnesota.
Depositor is a direct,  wholly-owned  subsidiary of ReliaStar Financial Corp., a
Delaware Corporation.

     A chart identifying the subsidiaries of ReliaStar Financial Corp. and their
relationship  to  one  another  is  incorporated  by  reference  to  Item  26 of
Post-effective  Amendment  No.  4 to the  Form  N-4  Registration  Statement  of
Northstar Variable Account, File No. 33-73058, filed July 9, 1997.

     The financial statements of each subsidiary of Depositor,  other than those
of the mutual funds,  are  consolidated  with those of Depositor.  The financial
statements  of the mutual funds are  separately  filed with the  Securities  and
Exchange Commission.

ITEM 27. NUMBER OF CONTRACT OWNERS

   
     As of May 31, 1997,  there were 10,421  owners of the  Contracts,  6,476 of
which were owners of qualified Contracts.
    

ITEM 28. INDEMNIFICATION

     Reference is hereby made to Section 5.01 of Depositor's Bylaws, filed as an
Exhibit  to  this  Registration  Statement.  The  Bylaws  of  Depositor  mandate
indemnification  by Depositor  of its  directors,  officers and certain  others,
including directors, officers, employees and agents of Management, under certain
conditions. Section 4.01 of the Bylaws of Management mandates indemnification by
Management of its directors and officers  under certain  conditions.  Insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted  to  directors,  officers  and  controlling  persons of  Depositor  or
Management,  pursuant to the foregoing  provisions  or otherwise,  Depositor and
Management  have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by  Depositor  of expenses
incurred or paid by a director or officer or controlling  person of Depositor or
Management  in the  successful  defense of any action,  suit or  proceeding)  is
asserted  by such  director,  officer  or  controlling  person of  Depositor  or
Management in connection  with the  securities  being  registered,  Depositor or
Management,  as the case may be, will,  unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction the question of whether or not such indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

     An insurance  company  blanket  bond is  maintained  providing  $25,000,000
coverage for Depositor and Management, subject to a $500,000 deductible.

ITEM 29. PRINCIPAL UNDERWRITERS

     (a) WSSI is the principal  underwriter of the Contracts.  WSSI also acts as
the  principal  underwriter  of  other  variable  annuity  contracts  issued  by
Depositor  through the  ReliaStar  Select  Variable  Account;  flexible  premium
variable  life  insurance  contracts  issued by  Depositor  through  Select*Life
Variable  Account,  a  separate  account  of  Depositor  registered  as  a  unit
investment  trust under the  Investment  Company Act of 1940;  variable  annuity
contracts issued by Northern Life Insurance Company  ("Northern"),  a subsidiary
of  Depositor,  through  Separate  Account  One, a separate  account of Northern
registered as a unit investment trust under the Investment  Company Act of 1940;
and  variable  annuity  contracts  issued by  ReliaStar  Bankers  Security  Life
Insurance  Company,  ("RBSL")  an  indirect  subsidiary  of  Depositor,  through
Separate  Accounts  M, P and Q, a separate  account of RBSL  registered  as unit
investment  trusts  under  the  Investment   Company  Act  of  1940.  WSSI  also
distributes, but is not the principal underwriter of, variable annuity contracts
issued by Depositor through the Northstar Variable Account,  which is a separate
account of Depositor  and is  registered  as a unit  investment  trust under the
Investment Company Act of 1940.

     (b) The directors and officers of WSSI are as follows:
<TABLE>
<CAPTION>

                NAME                                    POSITIONS AND OFFICES WITH WSSI
                ----                                    -------------------------------
         <S>                               <C>
         John H. Flittie                   Director and Chairman
         Roger W. Arnold                   Director
         Michael J. Dubes                  Director
         Robert C. Salipante               Director
         Steven W. Wishart                 Director
         James R. Gelder                   President
         Michael R. Fanning                Executive Vice President and Chief Marketing Officer
         Jeffrey A. Montgomery             Executive Vice President and Chief Operating Officer
         Robert B. Saginaw                 Vice President
         Susan M. Bergen                   Secretary
         David Braun                       Assistant Vice President
         David P. Wilken                   Treasurer
         Julie A. Cooney                   Assistant Treasurer
         Daniel S. Kuntz                   Assistant Treasurer
         David Cox                         Assistant Secretary
         Allen L. Kidd                     Assistant Secretary
         Loralee A. Renelt                 Assistant Secretary
</TABLE>

     The principal business address of each of the foregoing  executive officers
is 20 Washington  Avenue South,  Minneapolis,  Minnesota  55401,  except for the
following  individuals whose principal business addresses are listed after their
respective names: Julie A. Cooney, 80 Tuscany Way,  Danville,  California 94506;
Michael J. Dubes, 1110 3rd Avenue, Seattle, Washington 98101; Allen L. Kidd, 222
North Arch Road, Richmond, Virginia 23236.

     (c) For the year ended December 31, 1996, WSSI received $666,703 in fees in
connection with distribution of the Contracts.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

   
     The  accounts  and  records of  Registrant  are  located at the  offices of
Depositor at 20 Washington Avenue South, Minneapolis, Minnesota 55401.
    

ITEM 31. MANAGEMENT SERVICES

     Not applicable.

ITEM 32. UNDERTAKINGS

     Registrant  will  file a  post-effective  amendment  to  this  Registration
Statement as  frequently  as is  necessary to ensure that the audited  financial
statements in this Registration  Statement are never more than 16 months old for
so long as payments under the Contracts may be accepted.

     Registrant will include either (1) as part of any application to purchase a
Contract  offered  by the  Prospectus,  a space that an  applicant  can check to
request a  Statement  of  Additional  Information,  or (2) a postcard or similar
written  communication  affixed  to or  included  in  the  Prospectus  that  the
applicant can remove to send for a Statement of Additional Information.

     Registrant  will deliver any  Statement of Additional  Information  and any
financial statements required to be made available under this form promptly upon
written or oral request.

   
     The Depositor and the Registrant  rely on a no-action  letter issued by the
Division of Investment  Management to the American  Council of Life Insurance on
November 28, 1988 and represent that the conditions enumerated therein have been
or will be compiled with.

     The  Depositor  represents  that the fees and  charges  deducted  under the
Contract in the aggregate are  reasonable in relation to the services  rendered,
the expenses  expected to be incurred,  and the risks assumed by ReliaStar  Life
Insurance Company.
    

                                   SIGNATURES


   
As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,   Registrant   certifies  that  it  meets  all  of  the   requirements  of
effectiveness of this Amendment to the Registration  Statement  pursuant to Rule
485(b)  under the  Securities  Act of 1933 and has caused this  Amendment to the
Registration  Statement to be signed on its behalf,  in the City of  Minneapolis
and State of Minnesota, on this 18th day of July, 1997.
    

                             RELIASTAR SELECT VARIABLE ACCOUNT
                                               (Registrant)

                             By RELIASTAR LIFE INSURANCE COMPANY
                                               (Depositor)

                             By       /S/ JOHN G. TURNER
                                      ----------------------------
                                          John G. Turner, Chairman
                                           and Chief Executive Officer

   
As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  Depositor has caused this Amendment to the  Registration  Statement to be
signed on its behalf, in the City of Minneapolis and State of Minnesota, on this
18th day of July, 1997.
    

                                                                         
                             By RELIASTAR LIFE INSURANCE COMPANY         
                                               (Depositor)               
                                                                         
                             By       /S/ JOHN G. TURNER                 
                                      ----------------------------       
                                          John G. Turner, Chairman       
                                           and Chief Executive Officer   
                                                                         
   
As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement  has been  signed  on this  18th day of  July,  1997 by the  following
directors and officers of Depositor in the capacities indicated:
    

<TABLE>
<CAPTION>
         <S>                                <C>
         /S/ JOHN G. TURNER                 Chairman and Chief Executive Officer
         -----------------
             John G. Turner

         /S/ WAYNE R. HUNEKE                Senior Vice President, Chief Financial Officer and Treasurer
         ------------------
             Wayne R. Huneke

         /S/ CHRIS D. SCHREIER              Second Vice President and Controller
         --------------------
             Chris D. Schreier

R. Michael Conley   John H. Flittie     Kenneth U. Kuk            Robert C. Salipante       John G. Turner
Richard R. Crowl    Wayne R. Huneke     William R. Merriam        Donald L. Swanson         Steven W. Wishart

</TABLE>


A majority of the Board of Directors

Robert B. Saginaw, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named  directors of ReliaStar Life Insurance Company
pursuant to powers of attorney duly executed by such persons.


                                   /S/ ROBERT B. SAGINAW
                                   ---------------------
                                       Robert B. Saginaw, Attorney-In-Fact




                                  EXHIBIT INDEX

(b)  Exhibits:


     9.   Consent  and  Opinion of Robert B.  Saginaw as to the  legality of the
          securities being registered.

     10.  Independent Auditors' Consent of Deloitte & Touche LLP.




July 18, 1997

ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, Minnesota  55401

Madam/Sir:

In connection with the proposed  registration  under the Securities Act of 1933,
as amended,  of individual  variable  annuity  contracts (the  "Contracts")  and
interests in ReliaStar Select Variable Account (the "Separate Account"),  I have
examined  documents relating to the establishment of the Separate Account by the
Board of Directors of ReliaStar  Life  Insurance  Company (the  "Company")  as a
separate account for assets applicable to variable annuity  contracts,  pursuant
to  Minnesota   Statutes  Sections  61A.13  to  61A.21,  as  amended,   and  the
Registration Statement, on Form N-4, as amended by Post-Effective  Amendment No.
5 thereto, File No. 33-69892 (the "Registration Statement"), and I have examined
such other documents and have reviewed such matters of law as I deemed necessary
for this opinion, and I advise you that in my opinion:

     1.   The Separate Account is a separate account of the Company duly created
          and validly existing pursuant to the laws of the State of Minnesota.

     2.   The  contracts,   when  issued  in  accordance   with  the  Prospectus
          constituting a part of the Registration  Statement and upon compliance
          with  applicable  local law, will be legal and binding  obligations of
          the Company in accordance with their respective terms.

     3.   The  portion  of the  assets  held in the  Separate  Account  equal to
          reserves and other contract  liabilities  with respect to the Separate
          Account are not chargeable with  liabilities  arising out of any other
          business the Company may conduct.

I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement  and to the use of my name under the heading  "Legal  Opinions" in the
Prospectus  constituting  a  part  of  the  Registration  Statement  and  to the
references to me wherever appearing therein.

Very truly yours,

/s/ Robert B. Saginaw
- ---------------------
    Robert B. Saginaw
     Counsel






INDEPENDENT AUDITORS' CONSENT

Board of Directors and Contract Holders
ReliaStar Select Variable Account

We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 5 to Registration Statement on Form N-4 (File No. 33-69892) of the ReliaStar
Select Variable Account filed under the Securities Act of 1933 and Amendment No.
6 to the  Registration  Statement  under  the  Investment  Company  Act of 1940,
respectively, of our report dated February 7, 1997 on the audit of the financial
statements of ReliaStar  Select Variable Account as of December 31, 1996 and for
each of the three years in the period then ended,  and our report dated  January
31, 1997,  except for Note 14, as to which the date is February 23, 1997, on the
audit of the  consolidated  financial  statements  of ReliaStar  Life  Insurance
Company and  subsidiaries  as of and for the years ended  December  31, 1996 and
1995  incorporated  by reference in the Statement of Additional  Information  of
such  Registration  Statement,  and to the  references  to us under the  heading
"Financial  Statements  and Experts"  appearing in the  Prospectus and under the
headings  "Independent  Auditors" and  "Financial  Statements"  appearing in the
Statement of Additional Information,  all of which are part of such Registration
Statement.


/s/Deloitte & Touche


Minneapolis, Minnesota
July 18, 1997



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