WRL SERIES LIFE ACCOUNT
485BPOS, 1996-12-24
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    As filed with the Securities and Exchange Commission on December 24, 1996
                    Registration File Nos. 33-31140/811-4420
    


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                        ---------------------------------
                         POST-EFFECTIVE AMENDMENT NO. 13
    
                                    FORM S-6
                        ---------------------------------

                    FOR REGISTRATION UNDER THE SECURITIES ACT
                 OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

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

                             WRL SERIES LIFE ACCOUNT
                              (Exact Name of Trust)

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                               (Name of Depositor)

   
                               201 Highland Avenue
                              Largo, Florida 33770
          (Complete Address of Depositor's Principal Executive Offices)

                             Thomas E. Pierpan, Esq.
                           Vice President and Counsel
                   Western Reserve Life Assurance Co. of Ohio
                               201 Highland Avenue
                              Largo, Florida 33770
                (Name and Complete Address of Agent for Service)
    

                                   Copies to:

                              Stephen E. Roth, Esq.
                          Sutherland, Asbill & Brennan
                         1275 Pennsylvania Avenue, N.W.
                           Washington, D.C. 20004-2404

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

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

[ ]  immediately upon filing pursuant to paragraph (b) of Rule 485

   
[X]  on   DECEMBER 31, 1996   , 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

Pursuant to Rule 24f-2, the Registrant has chosen to register an indefinite
amount of the securities being offered. The Rule 24f-2 Notice for Registrant's
most recent fiscal year was filed on February 28, 1996.


<PAGE>


                        CROSS REFERENCE TO ITEMS REQUIRED

                                 BY FORM N-8B-2


N-8B-2 ITEM       CAPTION IN PROSPECTUS
- -----------       ---------------------
      1       Cover Page; The Series Account

      2       Cover Page; Western Reserve Life Assurance Co. of Ohio

      3       Not Applicable

      4       Distribution of the Policies

      5       The Series Account

      6       The Series Account

      7       Not Applicable

      8       Not Applicable

      9       Legal Proceedings

     10       Introduction; Policy Benefits; Payment and Allocation of
              Premiums; Investments of the Series Account; Policy Rights

     11       The Series Account; WRL Series Fund, Inc.

     12       The Series Account; WRL Series Fund, Inc.

     13       Charges and Deductions; The Series Account; Investments of
              the Series Account

     14       Introduction; Allocation of Premiums and Cash Value

     15       Allocation of Premiums and Cash Values

     16       The Series Account

     17       Cash Value; The Series Account; Policy Rights

     18       Payment and Allocation of Premiums; Cash Value

     19       Voting Rights of the Series Account; Reports and Records


                                      (i)


<PAGE>


N-8B-2 ITEM        CAPTION IN PROSPECTUS
- -----------        ---------------------
     20       Not Applicable

     21       Loan Privileges

     22       Not Applicable

     23       Safekeeping of the Series Account's Assets

     24       Policy Rights

     25       Western Reserve Life Assurance Co. of Ohio

     26       Not Applicable

     27       Western Reserve Life Assurance Co. of Ohio; The Series
              Account; WRL Series Fund, Inc.

     28       Western  Reserve Life  Assurance  Co. of Ohio;  Executive  
              Officers and  Directors of Western Reserve Life Assurance Co. of
              Ohio

     29       Western Reserve Life Assurance Co. of Ohio

     30       Not Applicable

     31       Not Applicable

     32       Not Applicable

     33       Not Applicable

     34       Not Applicable

     35       Western Reserve Life Assurance Co. of Ohio

     36       Not Applicable

     37       Not Applicable

     38       Distribution of the Policies

     39       Distribution of the Policies


                                      (ii)


<PAGE>


N-8B-2 ITEM           CAPTION IN PROSPECTUS
- -----------           ---------------------
     40       Not Applicable

     41       Distribution of the Policies; Western Reserve Life Assurance
              Co. of Ohio

     42       Not Applicable

     43       Not Applicable

     44       Cash Value

     45       Not Applicable

     46       Cash Value

     47       Introduction; Allocation of Premiums and Cash Value

     48       Not Applicable

     49       Not Applicable

     50       Not Applicable

     51       Introduction; Western Reserve Life Assurance Co. of Ohio;
              Policy Benefits; Charges and Deductions

     52       The Series Account; WRL Series Fund, Inc.

     53       Federal Tax Matters

     54       Not Applicable

     55       Not Applicable

     56       Not Applicable

     57       Not Applicable

     58       Not Applicable

     59       Not Applicable


                                     (iii)


<PAGE>


                        SUPPLEMENT DATED JANUARY 1, 1997
                                       TO
                          PROSPECTUS DATED MAY 1, 1996

                         WRL FREEDOM EQUITY PROTECTOR(R)


         Effective January 1, 1997, WRL Investment Management, Inc. ("WRL
Management"), a Florida corporation, will replace Western Reserve Life Assurance
Co. of Ohio ("Western Reserve") as the investment adviser for the WRL Series
Fund, Inc. (the "Fund"). WRL Management is a wholly-owned subsidiary of Western
Reserve. Throughout the Prospectus, wherever Western Reserve is referred to as
the Fund's investment adviser, Western Reserve will be replaced with WRL
Management.

         Also, effective January 1, 1997, two new investment options will be
made available through this Policy. These new options are the International
Equity Portfolio and the U.S. Equity Portfolio. Details concerning these two new
Portfolios follow below. Throughout the Prospectus wherever reference is made to
THIRTEEN Sub-Accounts or Portfolios, it will now mean FIFTEEN Sub-Accounts or
Portfolios. Wherever reference is made to "twenty-one portfolios" of the Fund,
it will now mean "twenty-two portfolios" of the Fund.

THE FOLLOWING INFORMATION IS ADDED TO PAGE 4, FOURTH PARAGRAPH, AFTER THE FIRST
SENTENCE UNDER THE HEADING "INTRODUCTION - 11. WHAT CHARGES ARE ASSESSED IN
CONNECTION WITH THE POLICY?"

Effective January 1, 1997, the Fund has adopted a Plan of Distribution pursuant
to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant to the Plan,
has entered into a Distribution Agreement with InterSecurities, Inc. ("ISI"),
principal underwriter for the Fund.

Under the Distribution Plan, the Fund, on behalf of the Portfolios, is
authorized to pay to various service providers, as direct payment for expenses
incurred in connection with the distribution of a Portfolio's shares, amounts
equal to actual expenses associated with distributing a Portfolio's shares, up
to a maximum rate of 0.15% (fifteen one-hundredths of one percent) on an
annualized basis of the average daily net assets. This fee is measured and
accrued daily and paid monthly. ISI has determined that it will not seek payment
by the Fund of distribution expenses with respect to any Portfolio during the
fiscal year ending December 31, 1997. Prior to ISI's seeking reimbursement,
Policyowners will be notified in advance.

THE FOLLOWING INFORMATION SUPPLEMENTS INFORMATION PROVIDED ON PAGES 15-17 OF THE
PROSPECTUS UNDER THE HEADING "INVESTMENTS OF THE SERIES ACCOUNT - WRL SERIES
FUND, INC.":

     WRL Management serves as investment adviser to each Portfolio of the Fund
and manages their assets in accordance with policies, programs and guidelines
established by the Board of Directors of the Fund.

     Beginning January 1, 1997, the Fund will offer two additional portfolios
("Portfolios"). The investment objective and policies of each new Portfolio are
summarized below. There is no assurance that the Portfolios will achieve their
stated objective. More detailed information, including a description of risks,
can be found in the prospectus for the Fund, which should be read carefully.

     INTERNATIONAL EQUITY PORTFOLIO: This Portfolio seeks long-term growth of
capital by investing primarily in the common stock of foreign issuers traded on
overseas exchanges and in foreign over-the-counter markets.

     U.S. EQUITY PORTFOLIO: This Portfolio seeks long-term growth of capital by
investing primarily in equity securities of U.S. companies.


<PAGE>


     Scottish Equitable Investment Management Limited ("Scottish Equitable")
serves as a Co-Sub-Adviser to the International Equity Portfolio. Scottish
Equitable, located at Edinburgh Park, Edinburgh EH12 9SE, Scotland, is a
wholly-owned subsidiary of Scottish Equitable plc, successor to Scottish
Equitable Life Assurance Society, which was founded in Edinburgh in 1831.
Scottish Equitable is also an indirect wholly-owned subsidiary of AEGON nv. As
of December 31, 1995, Scottish Equitable had approximately $15.9 billion in
assets under management. Scottish Equitable has not previously advised a
U.S.-registered mutual fund. Scottish Equitable currently provides investment
advisory and management services to certain of its affiliates and to external
organizations. WRL Management receives monthly compensation at the annual rate
of 1.00% of the aggregate average daily net assets of the International Equity
Portfolio. From this amount, Scottish Equitable receives 0.50% of average daily
net assets of the Portfolio managed by Scottish Equitable, less 50% of the
amount of excess expenses attributable to such assets.

     GE Investment Management Incorporated ("GEIM") also serves as a
Co-Sub-Adviser to the International Equity Portfolio and as Sub-Adviser to the
U.S. Equity Portfolio. GEIM, located at 3003 Summer Street, Stamford,
Connecticut 06905, is a wholly-owned subsidiary of General Electric Company
("GE"). GEIM's principal officers and directors serve in similar capacities with
respect to General Electric Investment Corporation ("GEIC," and, together with
GEIM and their predecessors, collectively referred to as "GE Investments"),
which like GEIM is a wholly-owned subsidiary of GE. GE Investments has roughly
70 years of investment management experience, and has managed mutual funds since
1935. As of June 30, 1996, GEIM and GEIC together managed assets in excess of
$55 billion. GE Investments provides investment management services to external
organizations and to certain of its affiliates. WRL Management receives monthly
compensation at the annual rate of 1.00% of the aggregate average daily net
assets of the International Equity Portfolio. From this amount, GEIM, receives
0.50% of average daily net assets of the Portfolio managed by GEIM, less 50% of
amount of excess expenses attributable to such assets.

     With respect to the U.S. Equity Portfolio, WRL Management and GEIM will
divide equally monthly compensation at the current annual rate of 0.80% of the
aggregate average daily net assets of the U.S. Equity Portfolio. GEIM's
compensation will be reduced by 50% of the amount paid by WRL Management on
behalf of the U.S. Equity Portfolio pursuant to any expense limitation or other
reimbursement. Any amount borne by GEIM pursuant to any expense limitation
constitutes an agreement between the Investment Adviser and GEIM only for the
first twelve months following each Portfolio's commencement of operations.
Thereafter, any such arrangements will be as mutually agreed upon by GEIM and
the Investment Adviser.

THE LAST PARAGRAPH ON PAGE 21 UNDER THE HEADING "PAYMENT AND ALLOCATION OF
PREMIUMS - DOLLAR COST AVERAGING" HAS BEEN MODIFIED AS FOLLOWS:

     Although Dollar Cost Averaging is not available as of the date of this
Prospectus, Western Reserve anticipates its availability by February 1, 1997.

THE LAST PARAGRAPH ON PAGE 21 UNDER THE HEADING "PAYMENT AND ALLOCATION OF
PREMIUMS - ASSET REBALANCING PROGRAM" HAS BEEN MODIFIED AS FOLLOWS:

     Although the Asset Rebalancing Program is not available as of the date of
this Prospectus, Western Reserve anticipates its availability by February 1,
1997.

THE FOLLOWING INFORMATION IS MODIFIED ON PAGE 25, UNDER THE HEADING "CHARGES AND
DEDUCTIONS - CHARGES AGAINST THE SERIES ACCOUNT" AS FOLLOWS:

     Addition of new sub-heading after the fourth paragraph.

     EXPENSES OF THE FUND


<PAGE>


     Deletion of sub-heading "Investment Advisory Fee."

     ADDITION OF A NEW PARAGRAPH BEFORE THE HEADING "GROUP OR SPONSORED
ARRANGEMENTS" AS FOLLOWS:

Effective January 1, 1997, the Fund has adopted a Plan of Distribution pursuant
to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant to the Plan,
has entered into a Distribution Agreement with InterSecurities, Inc. ("ISI"),
principal underwriter for the Fund.

Under the Distribution Plan, the Fund, on behalf of the Portfolios, is
authorized to pay to various service providers, as direct payment for expenses
incurred in connection with the distribution of a Portfolio's shares, amounts
equal to actual expenses associated with distributing a Portfolio's shares, up
to a maximum rate of 0.15% (fifteen one-hundredths of one percent) on an
annualized basis of the average daily net assets. This fee is measured and
accrued daily and paid monthly. ISI has determined that it will not seek payment
by the Fund of distribution expenses with respect to any Portfolio during the
fiscal year ending December 31, 1997. Prior to ISI's seeking reimbursement,
Policyowners will be notified in advance.

THE FIFTH PARAGRAPH ON PAGE 37 OF THE PROSPECTUS UNDER THE HEADING "APPENDIX A -
ILLUSTRATION OF BENEFITS" IS CHANGED AS FOLLOWS:

     The amounts shown for the death benefits, Cash Values and Net Surrender
Values take into account (1) the daily charge for assuming mortality and expense
risks assessed against each Sub-Account which is equivalent to an annual charge
of 0.90% of the average net assets of the Sub-Accounts; (2) estimated daily
expenses equivalent to an effective average annual expense level of 0.87% of the
average daily net assets of the Portfolios of the Fund; and (3) all applicable
premium expense charges and Cash Value charges. The 0.87% average Portfolio
expense level assumes an equal allocation of amounts among the fifteen
Sub-Accounts and is based on an average 0.71% investment advisory fee and
estimated 1996 average normal operating expenses of 0.16% for each of the
Portfolios in operation during 1996. Calculation of the average annual expense
level utilized annualized actual 11-month unaudited expenses incurred during
1996 as adjusted for anticipated expense modifications incurring in 1997 for the
Money Market (0.46%), Bond (0.61%), Growth (0.85%), Short-to-Intermediate
Government (0.72%), Equity-Income (0.87%), Emerging Growth (0.88%), Global
(0.90%), Aggressive Growth (0.91%), Balanced (0.90%), Utility (0.91%), C.A.S.E.
Growth (0.94%), and Tactical Asset Allocation (0.86%). In addition, because the
Value Equity Portfolio was not in existence during the full year of 1996
(commencement of operations was May 1, 1996), and the U.S. Equity Portfolio and
International Equity Portfolio had not commenced operations as of December 31,
1996, the estimated average annual Portfolio expense level reflects estimated
expenses for these three Portfolios at 0.85%, 1.05%, and 1.30%, respectively,
for 1997. During 1996, Western Reserve had undertaken to pay Fund expenses for
each Portfolio to the extent normal operating expenses of a Portfolio exceeded a
stated percentage of the Portfolio's average daily net assets. Western Reserve
has also undertaken until April 30, 1997 to pay expenses to the extent normal
operating expenses of a Portfolio exceed a stated percentage of the Portfolio's
average daily net assets. Taking into account the assumed charges of 1.77%, the
gross annual investment return rates of 0%, 6% and 12% are equivalent to net
annual investment return rates of -1.77%, 4.23%, and 10.23%.

THE ATTACHED FINANCIALS SUPPLEMENT THE FINANCIAL STATEMENTS INCLUDED IN THE MAY
1, 1996 PROSPECTUS BOOKLET.


<PAGE>

WRL SERIES LIFE ACCOUNT
MONEY MARKET SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                       SEPTEMBER 30, 1996
                                                              ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Money Market Portfolio
     (14,772,612.310 shares;
     cost $ 14,772,612) .....................................     $14,772,612

  Accrued transfers from (to) depositor - net ...............          38,350
                                                                  -----------

     Total assets ...........................................      14,810,962
                                                                  -----------

LIABILITIES: ................................................               0
                                                                  -----------

     Total net assets .......................................     $14,810,962
                                                                  ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

  Money Market sub-account
     (968,329.525481 units;
     $15.295374 unit value) .................................     $14,810,962
                                                                  -----------

     Total equity ...........................................     $14,810,962
                                                                  ===========
    


   
STATEMENT OF OPERATIONS
                                                             NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996
                                                            ------------------

   Dividend income .......................................       $426,457
   Capital gain distributions ............................              0
                                                                  426,457
                                                                 --------

EXPENSES:

   Mortality and expense risk charges ....................         76,494
                                                                 --------

     Net investment income (loss) ........................        349,963
                                                                 --------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions .............................              0
   Change in unrealized appreciation
     (depreciation) ......................................              0
                                                                 --------
     Net gain (loss) on investments ......................              0
                                                                 --------

      Net increase (decrease) in equity
        accounts resulting from operations ...............       $349,963
                                                                 ========
    


   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                      NINE MONTHS ENDED      YEAR ENDED
OPERATIONS:                                          SEPTEMBER 30, 1996   DECEMBER 31, 1995
                                                     ------------------   -----------------
<S>                                                     <C>                  <C>
  Net investment income (loss) ...............          $   349,963          $   397,410
  Net gain (loss) on investments .............                    0                    0
                                                        -----------          -----------
  Net increase (decrease) in equity accounts
   resulting from operations .................              349,963              397,410
                                                        -----------          -----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ........            6,152,998            3,139,280
                                                        -----------          -----------
  Less cost of units redeemed:
   Administrative charges ....................            1,753,507            1,356,484
   Policy loans ..............................              179,641              219,767
   Surrender benefits ........................              499,065              899,893
   Death benefits ............................               18,410                7,670
                                                        -----------          -----------
                                                          2,450,623            2,483,814
                                                        -----------          -----------
   Increase (decrease) in equity accounts from
     capital unit transactions ...............            3,702,375              655,466
                                                        -----------          -----------
   Net increase (decrease) in equity accounts             4,052,338            1,052,876

EQUITY ACCOUNTS:

  Beginning of period ........................           10,758,624            9,705,748
                                                        -----------          -----------
  End of period ..............................          $14,810,962          $10,758,624
                                                        ===========          ===========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                               1


<PAGE>

WRL SERIES LIFE ACCOUNT
MONEY MARKET SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                                SEPT. 30                             DECEMBER 31
                                                --------     ------------------------------------------------------------
                                                  1996         1995         1994         1993         1992         1991
                                                --------     --------     --------     --------     --------     --------
<S>                                             <C>          <C>          <C>          <C>          <C>          <C>
Accumulation unit value, beginning of period    $  14.83     $  14.19     $  13.84     $  13.63     $  13.33     $  12.78

  Income from operations:
   Net investment income (loss) ............         .47          .64          .35          .21          .30          .55
   Net realized and unrealized
     gain (loss) on investments ............         .00          .00          .00          .00          .00          .00
                                                --------     --------     --------     --------     --------     --------
     Total income (loss) from operations ...         .47          .64          .35          .21          .30          .55
                                                --------     --------     --------     --------     --------     --------


Accumulation unit value, end of period .....    $  15.30     $  14.83     $  14.19     $  13.84     $  13.63     $  13.33
                                                ========     ========     ========     ========     ========     ========


Total return ...............................        3.13%        4.49%        2.58%        1.52%        2.24%        4.34%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $ 14,811     $ 10,759     $  9,706     $  4,985     $  4,619     $  4,042
  Ratio of net investment income (loss) to
   average net assets** ....................        4.09%        4.37%        2.66%        1.51%        2.12%        4.28%
<FN>
- ------------
  *   The above table illustrates the change for a unit outstanding computed 
      using average units outstanding through each period.

  **  This ratio is annualized for the period ended September 30, 1996.
</FN>
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               2


<PAGE>


WRL SERIES LIFE ACCOUNT
BOND SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996
                                                             ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Bond Portfolio
     (1,029,776.221 shares;
     cost $11,356,557) .................................        $ 11,044,802

  Accrued transfers from (to) depositor - net ..........              (8,481)
                                                                ------------

     Total assets ......................................          11,036,321
                                                                ------------

LIABILITIES: ...........................................                   0
                                                                ------------

     Total net assets ..................................        $ 11,036,321
                                                                ============

EQUITY ACCOUNTS:

  Policyowners' equity:

     Bond sub-account
     (580,868.722716 units;
     $18.999682 unit value) ............................        $ 11,036,321
                                                                ------------

     Total equity ......................................        $ 11,036,321
                                                                ============

STATEMENT OF OPERATIONS
                                                             NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996
                                                            ------------------

   Dividend income .........................................      $ 288,871
   Capital gain distributions ..............................              0
                                                                  ---------
                                                                    288,871

EXPENSES:

   Mortality and expense risk charges ......................         69,846
                                                                  ---------

     Net investment income (loss) ..........................        219,025
                                                                  ---------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ...............................       (114,753)
   Unrealized appreciation (depreciation) ..................       (464,520)
                                                                  ---------
     Net gain (loss) on investments ........................       (579,273)
                                                                  ---------

      Net increase (decrease) in net assets
        resulting from operations ..........................      $(360,248)
                                                                  =========
    

   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                             NINE MONTHS ENDED     YEAR ENDED
OPERATIONS:                                                 SEPTEMBER 30, 1996  DECEMBER 31, 1995
                                                            ------------------  -----------------
<S>                                                            <C>                 <C>
  Net investment income (loss)................................ $   219,025         $  459,977
  Net gain (loss) on investments..............................    (579,273)         1,080,157
                                                               -----------         ----------
  Net increase (decrease) in equity accounts
   resulting from operations..................................    (360,248)         1,540,134
                                                               -----------         ----------

EQUITY TRANSACTIONS:

  Proceeds from units sold (redeemed):........................   2,715,612          3,749,029
                                                               -----------         ----------
  Less cost of units redeemed: 
   Administrative charges.....................................     953,693            916,494
   Policy loans...............................................     148,082            197,829
   Surrender benefits.........................................     260,483            357,384
   Death benefits.............................................      22,917             10,202
                                                               -----------         ----------
                                                                 1,385,175          1,481,909
                                                               -----------         ----------
   Increase (decrease) in equity accounts from
     capital unit transactions................................   1,330,437          2,267,120
                                                               -----------         ----------
   Net increase (decrease) in equity accounts.................     970,189          3,807,254

EQUITY ACCOUNTS:

  Beginning of period.........................................  10,066,132          6,258,878
                                                               -----------        -----------
  End of period............................................... $11,036,321        $10,066,132
                                                               ===========        ===========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                              3


<PAGE>


WRL SERIES LIFE ACCOUNT
BOND SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED


                                                SEPT. 30                        DECEMBER 31
                                                --------    ---------------------------------------------------
                                                  1996       1995       1994       1993       1992       1991
                                                --------   --------   --------   --------   --------   --------
<S>                                             <C>        <C>        <C>        <C>         <C>       <C>
Accumulation unit value, beginning of period    $  19.67   $  16.14   $  17.50   $  15.57   $  14.68   $  12.48

  Income from operations:
   Net investment income (loss) ............         .40       1.05        .89       2.11       1.00        .48
   Net realized and unrealized
     gain (loss) on investments ............       (1.07)      2.48      (2.25)      (.18)      (.11)      1.72
                                                --------   --------   --------   --------   --------   --------
     Total income (loss) from operations ...        (.67)      3.53      (1.36)      1.93        .89       2.20
                                                ---------  --------   --------   --------   --------   --------

Accumulation unit value, end of period .....    $  19.00   $  19.67   $  16.14   $  17.50   $  15.57   $  14.68
                                                ========   ========   ========   ========   ========   ========

Total return ...............................       (3.43)%    21.89%     (7.77)%    12.40%      6.08%     17.63%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $ 11,036   $ 10,066   $  6,259   $  6,985   $  4,558   $  3,055
  Ratio of net investment income (loss) to
   average net assets** ....................        2.86%      5.80%      5.57%     12.92%      6.6        3.59%
<FN>
- ----------
  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.
</FN>
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               4


<PAGE>


WRL SERIES LIFE ACCOUNT
GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996
                                                             ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Growth Portfolio
     (9,051,069.555 shares;
     cost $ 233,268,655) .................................     $ 333,851,051

  Accrued transfers from (to) depositor - net ............          (277,798)
                                                               -------------

     Total assets ........................................       333,573,253

LIABILITIES: .............................................                 0
                                                               -------------

     Total net assets ....................................     $ 333,573,253
                                                               =============

EQUITY ACCOUNTS:

  Policyowners' equity:

     Growth sub-account
     (6,908,195.647892 units;
     $ 48.286596 unit value) .............................     $ 333,573,253
                                                               -------------

     Total equity ........................................     $ 333,573,253
                                                               =============


STATEMENT OF OPERATIONS
                                                            NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996
                                                            ------------------

   Dividend income ......................................      $    860,787
   Capital gain distributions ...........................         1,077,884
                                                               ------------
                                                                  1,938,671

EXPENSES:

   Mortality and expense risk charges ...................         1,997,056
                                                               ------------

     Net investment income (loss) .......................           (58,385)
                                                               ------------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ............................         4,232,941
   Change in unrealized appreciation
   (depreciation) .......................................        40,880,353
                                                               ------------
   Net gain (loss) on investments .......................        45,113,294
                                                               ------------

     Net increase (decrease) in equity accounts
      resulting from operations .........................      $ 45,054,909
                                                               ============
    


   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                 NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                                      SEPTEMBER 30, 1996    DECEMBER 31, 1995
                                                                 ------------------    -----------------
<S>                                                                <C>                   <C>
  Net investment income (loss)...................................     $ (58,385)         $ 23,250,380
  Net gain (loss) on investments.................................    45,113,294            54,801,782
                                                                   ------------          ------------
  Net increase (decrease) in equity accounts                                             
   resulting from operations....................................     45,054,909            78,052,162
                                                                   ------------          ------------


EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)............................    62,530,238            61,850,933
                                                                   ------------          ------------
  Less cost of units redeemed:
   Administrative charges........................................    21,253,460            23,714,204
   Policy loans..................................................     6,128,299             5,518,596
   Surrender benefits............................................     8,699,115             8,982,170
   Death benefits................................................       398,125               711,078
                                                                   ------------          ------------
                                                                     36,478,999            38,926,048
                                                                   ------------          ------------
   Increase (decrease) in equity accounts from
     capital unit transactions...................................    26,051,239            22,924,885
                                                                   ------------          ------------
   Net increase (decrease) in equity accounts....................    71,106,148           100,977,047

EQUITY ACCOUNTS:

  Beginning of period............................................   262,467,105           161,490,058
                                                                   ------------          ------------
  End of period..................................................  $333,573,253          $262,467,105
                                                                   ============          ============
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               5


<PAGE>

WRL SERIES LIFE ACCOUNT
GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

                                                SEPT. 30                           DECEMBER 31
                                                --------    --------------------------------------------------------
                                                  1996        1995        1994        1993        1992        1991
                                                --------    --------    --------    --------    --------    --------
<S>                                             <C>         <C>         <C>         <C>         <C>         <C>
Accumulation unit value, beginning of period    $  41.47    $  28.44    $  31.30    $  30.37    $  29.95     $  18.91

  Income from operations:
   Net investment income (loss) ............        (.01)       3.89         .04         .46        1.09         1.72
   Net realized and unrealized
     gain (loss) on investments ............        6.83        9.14       (2.90)        .47        (.67)        9.32
                                                --------    --------    --------    --------    --------     --------
     Total income (loss) from operations ...        6.82       13.03       (2.86)        .93         .42        11.04
                                                --------    --------    --------    --------    --------     --------

Accumulation unit value, end of period .....    $  48.29    $  41.47    $  28.44    $  31.30    $  30.37     $  29.95
                                                ========    ========    ========    ========    ========     ========

Total return ...............................       16.44%      45.81%      (9.13)%      3.06%       1.41%       58.37%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $333,573    $262,467    $161,490    $169,757    $146,053     $111,375
  Ratio of net investment income (loss) to
   average net assets** ....................        (.03)%     11.05%        .16%       1.56%       3.84%        7.14%
<FN>
- ------------
  *   The above table illustrates the change for a unit outstanding computed 
      using average units outstanding through each period.

  **  This ratio is annualized for the period ended September 30, 1996.
</FN>
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               6


<PAGE>

WRL SERIES LIFE ACCOUNT
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                       SEPTEMBER 30, 1996
                                                              ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Short-to-Intermediate Government Portfolio
     (144,126.953 shares;
     cost $ 1,484,619) ...................................       $ 1,497,493

  Accrued transfers from (to) depositor - net ............            (1,871)
                                                                 -----------

     Total assets ........................................         1,495,622

LIABILITIES: .............................................                 0
                                                                 -----------

     Total net assets ....................................       $ 1,495,622
                                                                 ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

     Short-to-Intermediate Government sub-account
     (128,515.024738 units;
     $11.637719 unit value) ..............................       $ 1,495,622
                                                                 -----------

     Total equity ........................................       $ 1,495,622
                                                                 ===========
    

STATEMENT OF OPERATIONS
   
                                                               NINE MONTHS ENDED
INVESTMENT INCOME:                                             SEPTEMBER 30,1996
                                                               -----------------
   Dividend income ..........................................       $ 23,677
   Capital gain distributions ...............................              0
                                                                    --------
                                                                      23,677

EXPENSES:

   Mortality and expense risk charges .......................         10,115
                                                                    --------

     Net investment income (loss) ...........................         13,562
                                                                    --------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ................................         22,518
   Change in unrealized appreciation
    (depreciation) ..........................................        (25,656)
                                                                    --------
     Net gain (loss) on investments .........................         (3,139)
                                                                    --------

      Net increase (decrease) in net assets
      resulting from operations .............................       $ 10,423
                                                                    ========
    


   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                 NINE MONTHS ENDED     YEAR ENDED
OPERATIONS:                                                      SEPTEMBER 30,1996  DECEMBER 31, 1995
- -----------                                                      -----------------  -----------------

<S>                                                                 <C>                <C>
  Net investment income (loss)...................................   $   13,562         $   62,086
  Net gain (loss) on investments.................................       (3,139)            68,387
                                                                    ----------         ----------
  Net increase (decrease) in equity accounts
   resulting from operations.....................................       10,423            130,473
                                                                    ----------         ----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)............................      144,541            679,242
                                                                    ----------         ----------
  Less cost of units redeemed:
   Administrative charges........................................      130,446            141,954
   Policy loans..................................................       27,903             52,521
   Surrender benefits............................................       18,978             41,967
   Death benefits................................................            0                144
                                                                    ----------         ----------
                                                                       177,327            236,586
                                                                    ----------         ----------
   Increase (decrease) in equity accounts from
     capital unit transactions...................................      (32,786)           442,656
                                                                    ----------         ----------
   Net increase (decrease) in equity accounts....................      (22,363)           573,129

EQUITY ACCOUNTS:

  Beginning of period............................................    1,517,985            944,856
                                                                    ----------         ----------
  End of period..................................................   $1,495,622         $1,517,985
                                                                    ==========         ==========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                               7


<PAGE>

WRL SERIES LIFE ACCOUNT
SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

                                                SEPT. 30                    DECEMBER 31
                                                --------    --------------------------------------------
                                                  1996         1995       1994        1993         1992\dagger\
                                                --------     -------    --------    --------     -------
<S>                                             <C>         <C>         <C>         <C>         <C>    
Accumulation unit value, beginning of period    $  11.55    $  10.27    $  10.40    $  10.04    $  10.00

  Income from operations:
   Net investment income (loss) ............         .10         .61         .40         .14         .01
   Net realized and unrealized
     gain (loss) on investments ............        (.01)        .67        (.53)        .22         .03
                                                --------     -------    --------    --------     -------
     Total income (loss) from operations ...         .09        1.28        (.13)        .36         .04
                                                --------     -------    --------    ---------    -------

Accumulation unit value, end of period .....    $  11.64    $  11.55    $  10.27    $  10.40    $  10.04
                                                ========    ========    ========    ========    ========

Total return ...............................        .73%       12.53%      (1.32)%      3.64%        .38%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $ 1,496      $ 1,518    $    945    $  1,408    $    803
  Ratio of net investment income (loss) to
   average net assets** ....................       1.22%        5.53%       4.06%       1.39%        .16%
</TABLE>


  *   The above table illustrates the change for a unit outstanding computed 
      using average units outstanding through each period.
  **  This ratio is annualized for the period ended September 30, 1996.

  \dagger\ The inception date of this sub-account was December 3, 1992.  The 
           total return is not annualized.
    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                              8


<PAGE>


WRL SERIES LIFE ACCOUNT
GLOBAL SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------
   
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996
                                                             ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Global Portfolio (3,830,440.472 shares;
     cost $ 59,223,121) ..................................       $72,234,094

  Accrued transfers from (to) depositor - net ............            32,463
                                                                 -----------

     Total assets ........................................        72,266,557
                                                                 -----------

LIABILITIES: .............................................                 0
                                                                 -----------

     Total net assets ....................................       $72,266,557
                                                                 ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

     Global sub-account (4,974,425.092964 units;
     $ 14.527620 unit value) .............................       $72,266,557
                                                                 -----------

     Total equity ........................................       $72,266,557
                                                                 ===========
    


STATEMENT OF OPERATIONS
   
                                                              NINE MONTHS ENDED
INVESTMENT INCOME:                                            SEPTEMBER 30,1996
                                                              -----------------
   Dividend income .........................................      $  354,841
   Capital gain distributions ..............................         114,391
                                                                  ----------
                                                                     469,232
                                                                  ==========

EXPENSES:

   Mortality and expense risk charges ......................         368,006
                                                                  ----------

     Net investment income (loss) ..........................         101,226
                                                                  ----------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ...............................         282,560
   Unrealized appreciation (depreciation) ..................       9,409,784
                                                                  ----------
     Net gain (loss) on investments ........................       9,692,344
                                                                  ----------

     Net increase (decrease) in net assets
        resulting from operations ..........................      $9,793,570
                                                                  ==========
    

   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                   NINE MONTHS ENDED      YEAR ENDED
OPERATIONS:                                        SEPTEMBER 30, 1996     DECEMBER 31, 1995
                                                   ------------------     -----------------
<S>                                                   <C>                  <C>
  Net investment income (loss) ...............        $    101,226         $ 1,187,745
  Net gain (loss) on investments .............           9,692,344           4,626,003
                                                      ------------         -----------
  Net increase (decrease) in equity accounts
   resulting from operations .................           9,793,570           5,813,748
                                                      ------------         -----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ........          32,319,930          15,012,786
                                                      ------------         -----------
  Less cost of units redeemed:
   Administrative charges ....................           4,391,586           4,017,781
   Policy loans ..............................             887,801             666,264
   Surrender benefits ........................           1,309,265             721,584
   Death benefits ............................              38,835              44,234
                                                      ------------         -----------
                                                         6,627,487           5,449,863
                                                      ------------         -----------
   Increase (decrease) in equity accounts from
     capital unit transactions ...............          25,692,443           9,562,923
                                                      ------------         -----------
   Net increase (decrease) in equity accounts           35,486,013          15,376,671
  Depositors' equity contribution (redemption)            (268,153)                  0

EQUITY ACCOUNTS:

  Beginning of period ........................          37,048,697          21,672,026
                                                      ------------         -----------
  End of period ..............................        $ 72,266,557         $37,048,697
                                                      ============         ===========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                              9


<PAGE>


   
<TABLE>
<CAPTION>
WRL SERIES LIFE ACCOUNT
GLOBAL SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                                SEPT. 30             DECEMBER 31
                                                ---------     -------------------------
                                                   1996          1995           1994\dagger\
                                                ---------     ----------     ----------
<S>                                             <C>           <C>            <C>   
Accumulation unit value, beginning of period    $   11.95     $     9.80     $    10.00

  Income from operations:
   Net investment income (loss) ............          .03            .45            .71
   Net realized and unrealized
     gain (loss) on investments ............         2.55           1.70           (.91)
                                                ---------     ----------     ----------
     Total income (loss) from operations ...         2.58           2.15           (.20)
                                                ---------     ----------     ----------

Accumulation unit value, end of period .....    $   14.53     $    11.95     $     9.80
                                                =========     ==========     ==========

Total return ...............................        21.57%         21.96%         (2.02)%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $  72,267     $   37,049     $   21,672
  Ratio of net investment income (loss) to
   average net assets** ....................          .29%          4.25%          7.39%
<FN>
- ------------
  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.

 \dagger\  The inception date of this sub-account was March 1, 1994. The total 
           return is not annualized.
</FN>
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              10


<PAGE>


WRL SERIES LIFE ACCOUNT
EQUITY-INCOME SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996
                                                             ------------------
  Investments at net asset value:
   WRL Series Fund, Inc.:
     Equity-Income Portfolio (3,657,160.333 shares;
     cost $ 43,154,636) ..................................      $ 50,638,542

  Accrued transfers from (to) depositor - net ............           (53,412)
                                                                ------------

     Total assets ........................................        50,585,130

LIABILITIES: .............................................                 0
                                                                ------------

     Total net assets ....................................      $ 50,585,130
                                                                ============

EQUITY ACCOUNTS:

  Policyowners' equity:

     Equity-Income sub-account (3,414,735.720554 units;
     $ 14.813776 unit value) .............................      $ 50,585,130
                                                                ------------

     Total equity ........................................      $ 50,585,130
                                                                ============
    


STATEMENT OF OPERATIONS
   
                                                              NINE MONTHS ENDED
INVESTMENT INCOME:                                            SEPTEMBER 30, 1996
                                                              ------------------

   Dividend income .........................................      $  312,575
   Capital gain distributions ..............................          84,620
                                                                  ----------
                                                                     397,195

EXPENSES:

   Mortality and expense risk charges ......................         302,955
                                                                  ----------

     Net investment income (loss) ..........................          94,240
                                                                  ----------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ...............................         228,689
   Unrealized appreciation (depreciation) ..................       3,032,915
                                                                  ----------
     Net gain (loss) on investments ........................       3,261,604
                                                                  ----------

      Net increase (decrease) in net assets
        resulting from operations ..........................      $3,355,844
                                                                  ==========
    


   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                   NINE MONTHS ENDED     YEAR ENDED
OPERATIONS:                                       SEPTEMBER 30, 1996  DECEMBER 31, 1995
                                                  ------------------  -----------------
<S>                                               <C>                    <C>
  Net investment income (loss) ...............        $    94,240        $ 1,756,089
  Net gain (loss) on investments .............          3,261,604          4,992,475
                                                      -----------        -----------
  Net increase (decrease) in equity accounts
   resulting from operations .................          3,355,844          6,748,564
                                                      -----------        -----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ........         12,500,597         14,236,727
                                                      -----------        -----------
  Less cost of units redeemed:
   Administrative charges ....................          3,263,409          3,380,854
   Policy loans ..............................            716,938            657,750
   Surrender benefits ........................            853,076            918,863
   Death benefits ............................             86,163             28,153
                                                      -----------        -----------
                                                        4,919,586          4,985,620
                                                      -----------         ----------
   Increase (decrease) in equity accounts from
     capital unit transactions ...............          7,581,011          9,251,107
                                                      -----------        -----------
   Net increase (decrease) in equity accounts          10,936,855         15,999,671


EQUITY ACCOUNTS:

  Beginning of period ........................         39,648,275         23,648,604
                                                      -----------        -----------
  End of period ..............................        $50,585,130        $39,648,275
                                                      ===========        ===========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              11


<PAGE>


WRL SERIES LIFE ACCOUNT
EQUITY-INCOME SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
   
SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>


                                               SEPT. 30              DECEMBER 31
                                               --------     --------------------------------
                                                 1996        1995        1994         1993\dagger\
                                               --------     -------     -------      -------
<S>                                             <C>         <C>         <C>          <C> 
Accumulation unit value, beginning of period    $ 13.74     $ 11.12     $ 11.28      $ 10.00

  Income from operations:
   Net investment income (loss) ............        .03         .68         .18          .19
   Net realized and unrealized 
     gain (loss) on investments ............       1.04        1.94        (.34)        1.09
                                               --------     -------     -------      -------
     Total income (loss) from operations ...       1.07        2.62        (.16)        1.28
                                               --------     -------     -------      -------


Accumulation unit value, end of period .....   $  14.81     $ 13.74     $ 11.12      $ 11.28
                                               ========     =======     =======      =======


Total return ...............................       7.82%      23.55%      (1.42)%      12.81%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $50,585     $39,648     $23,649      $13,343
  Ratio of net investment income (loss) to
   average net assets** ....................        .28%       5.47%       1.93%        1.89%
<FN>
- --------------
  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996.

  \dagger\ The inception date of this sub-account was March 1, 1993. The total 
           return is not annualized.
</FN>
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- ------------------------------------------------------------------------------
                                                                            12


<PAGE>


WRL SERIES LIFE ACCOUNT
AGGRESSIVE GROWTH SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------
   
STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                     SEPTEMBER 30, 1996
                                                            ------------------

  Aggressive Investments at net asset value:
   WRL Series Fund, Inc.:
     Aggressive Growth Portfolio (3,454,037.947 shares;
     cost $ 45,039,041) ...................................    $ 48,078,822

  Accrued transfers from (to) depositor - net .............         (46,950)
                                                               ------------

     Total assets .........................................      48,031,872
                                                               ------------

LIABILITIES: ..............................................               0
                                                               ------------

     Total net assets .....................................    $ 48,031,872
                                                               ============

EQUITY ACCOUNTS:

  Policyowners' equity:

     Aggressive Growth sub-account (3,364,595.750104 units;
     $14.275674 unit value) ...............................    $ 48,031,872
                                                               ------------

     Total equity .........................................    $ 48,031,872
                                                               ============
    


STATEMENT OF OPERATIONS
   
                                                             NINE MONTHS ENDED
INVESTMENT INCOME:                                           SEPTEMBER 30, 1996
                                                             ------------------

   Dividend income ........................................      $  614,817
   Capital gain distributions .............................         216,587
                                                                 ----------
                                                                    831,404

EXPENSES:

   Mortality and expense risk charges .....................         278,502
                                                                 ----------

     Net investment income (loss) .........................         552,902
                                                                 ----------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ..............................       1,954,191
   Unrealized appreciation (depreciation) .................          22,556
                                                                 ----------
     Net gain (loss) on investments .......................       1,976,747
                                                                 ----------

      Net increase (decrease) in net assets
        resulting from operations .........................      $2,529,649
                                                                 ==========
    


   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                   NINE MONTHS ENDED      YEAR ENDED
OPERATIONS:                                        SEPTEMBER 30, 1996  DECEMBER 31, 1995
                                                   ------------------  -----------------
<S>                                                   <C>                <C>
  Net investment income (loss) ...............        $   552,902        $    663,994
  Net gain (loss) on investments .............          1,976,747           4,424,350
                                                      -----------        ------------
  Net increase (decrease) in equity accounts
   resulting from operations .................          2,529,649           5,088,344
                                                      -----------        ------------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ........         18,767,881          23,169,917
                                                      -----------        ------------
  Less cost of units redeemed:
   Administrative charges ....................          4,483,421           2,568,298
   Policy loans ..............................            609,118             627,821
   Surrender benefits ........................          1,070,651             712,307
   Death benefits ............................              6,437              80,922
                                                      -----------        ------------
                                                        6,169,627           3,989,348
                                                      -----------        ------------
   Increase (decrease) in equity accounts from
     capital unit transactions ...............         12,598,254          19,180,569
                                                      -----------        ------------
   Net increase (decrease) in equity accounts          15,127,903          24,268,913

  Depositor's equity contribution (redemption)                  0            (274,290)

EQUITY ACCOUNTS:

  Beginning of period ........................         32,903,969           8,909,346
                                                      -----------        ------------
  End of period ..............................        $48,031,872        $ 32,903,969
                                                      ===========        ============

</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             13


<PAGE>


   
<TABLE>
<CAPTION>
WRL SERIES LIFE ACCOUNT
AGGRESSIVE GROWTH SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED


                                               SEPT. 30        DECEMBER 31
                                               --------     ------------------
                                                 1996        1995        1994\dagger\
                                               --------     -------     ------
<S>                                             <C>         <C>         <C> 
Accumulation unit value, beginning of period    $ 13.43     $  9.82     $10.00

  Income from operations:
   Net investment income (loss) ............        .18         .37       (.06)
   Net realized and unrealized
     gain (loss) on investments ............        .67        3.24       (.12)
                                                -------     -------     ------
     Total income (loss) from operations ...        .85        3.61       (.18)
                                                -------     -------     ------

Accumulation unit value, end of period .....    $ 14.28     $ 13.43     $ 9.82
                                                =======     =======     ======


Total return ...............................       6.33%      36.79%     (1.85)%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $48,032     $32,904     $8,909
  Ratio of net investment income (loss) to
   average net assets** ....................       1.81%       2.93%      (.60)%
</TABLE>

  *   The above table illustrates the change for a unit outstanding computed
      using average units outstanding through each period.

 **   This ratio is annualized for the period ended September 30, 1996

\dagger\  The inception date of this sub-account was March 1, 1994. The total 
          return is not annualized.
    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             14


<PAGE>


   
WRL SERIES LIFE ACCOUNT
BALANCED SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                     SEPTEMBER 30, 1996
                                                            ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Balanced Portfolio (478,127.36 shares;
     cost $ 4,853,852) ..................................        $ 5,273,193

  Accrued transfers from (to) depositor - net ...........             (6,158)

     Total assets .......................................          5,267,035

LIABILITIES: ............................................                  0
                                                                 -----------

     Total net assets ...................................        $ 5,267,035
                                                                 ===========

EQUITY ACCOUNTS:

  Policyowners' equity:

     Balanced sub-account (456,622.641047 units;
     $ 11.534766 unit value) ............................        $ 5,267,035
                                                                 -----------

     Total equity .......................................        $ 5,267,035
                                                                 ===========
    



   
STATEMENT OF OPERATIONS
                                                             NINE MONTHS ENDED
INVESTMENT INCOME:                                           SEPTEMBER 30, 1996
                                                             ------------------

   Dividend income ..........................................     $ 31,381
   Capital gain distributions ...............................            0
                                                                  --------
                                                                    31,381

EXPENSES:

   Mortality and expense risk charges .......................       31,297
                                                                  --------

     Net investment income (loss) ...........................           84
                                                                  --------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ................................       67,906
   Unrealized appreciation (depreciation) ...................      106,741
                                                                  --------
     Net gain (loss) on investments .........................      174,647
                                                                  --------

      Net increase (decrease) in net assets
        resulting from operations ...........................     $174,731
                                                                  ========
    



   
WRL SERIES LIFE ACCOUNT
BALANCED SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                   NINE MONTHS ENDED     YEAR ENDED
OPERATIONS:                                        SEPTEMBER 30, 1996  DECEMBER 31, 1995
                                                   ------------------  -----------------
<S>                                                   <C>                 <C>
  Net investment income (loss) ...............        $        84         $  102,635
  Net gain (loss) on investments .............            174,647            401,549
                                                      -----------         ----------
  Net increase (decrease) in equity accounts
   resulting from operations .................            174,731            504,184
                                                      -----------         ----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ........          2,043,775          1,545,514
                                                      -----------         ----------
  Less cost of units redeemed:
   Administrative charges ....................            404,262            327,290
   Policy loans ..............................             55,007             29,025
   Surrender benefits ........................             63,488             27,726
   Death benefits ............................              3,933             14,881
                                                      -----------         ----------
                                                          526,690            398,852
                                                      -----------         ----------
   Increase (decrease) in equity accounts from
     capital unit transactions ...............          1,517,085          1,146,662
                                                      -----------         ----------
   Net increase (decrease) in equity accounts           1,691,816          1,650,846

  Depositor's equity contribution (redemption)           (220,175)                 0

EQUITY ACCOUNTS:

  Beginning of period ........................          3,795,394          2,144,548
                                                      -----------         ----------
  End of period ..............................        $ 5,267,035         $3,795,394
                                                      ===========         ==========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             15


<PAGE>


   
<TABLE>
<CAPTION>
WRL SERIES LIFE ACCOUNT
BALANCED SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


                                                SEPT.30           DECEMBER 31
                                                --------     --------------------
                                                  1996         1995        1994\dagger\
                                                --------     --------     -------
<S>                                             <C>          <C>          <C>
Accumulation unit value, beginning of period    $  11.13     $   9.37     $ 10.00

  Income from operations:
   Net investment income (loss) ............         .00          .37         .22
   Net realized and unrealized
     gain (loss) on investments ............         .40         1.39        (.85)
                                                --------     --------     -------
     Total income (loss) from operations ...         .40         1.76        (.63)
                                                --------     --------     -------


Accumulation unit value, end of period .....    $  11.53     $  11.13     $  9.37
                                                ========     ========     =======


Total return .............................           3.6        18.73%      (6.29)%

Ratios and supplemental data:
  Net assets at end of period (in thousands)    $  5,267     $  3,795     $ 2,145
  Ratio of net investment income (loss) to
   average net assets** ....................         .00%       3.59%        2.55%
</TABLE>

 *  The above table illustrates the change for a unit outstanding computed using
    average units outstanding through each period.

 ** This ratio is annualized for the period ended September 30, 1996

\dagger\ The inception date of this sub-account was March 1, 1994. The total 
         return is not annualized.

    

   The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             16


<PAGE>


   
WRL SERIES LIFE ACCOUNT
EMERGING GROWTH SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                      SEPTEMBER 30, 1996
                                                             ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Emerging Growth Portfolio (5,215,027.007 shares;
     cost $ 72,827,461) ...................................     $104,681,427

  Accrued transfers from (to) depositor - net .............           54,104
                                                                ------------

     Total assets .........................................      104,735,531
                                                                ------------

LIABILITIES: ..............................................                0
                                                                ------------

     Total net assets .....................................     $104,735,531
                                                                ============

EQUITY ACCOUNTS:

  Policyowners' equity:

     Emerging Growth sub-account (5,143,416.816593 units;
     $ 20.363026 unit value) ..............................     $104,735,531
                                                                ------------

     Total equity .........................................     $104,735,531
                                                                ============
    


   
STATEMENT OF OPERATIONS
                                                              NINE MONTHS ENDED
INVESTMENT INCOME:                                            SEPTEMBER 30, 1996
                                                              ------------------

   Dividend income .......................................      $      3,998
   Capital gain distributions ............................           178,386
                                                                ------------
                                                                     182,384

EXPENSES:

   Mortality and expense risk charges ....................           564,594

     Net investment income (loss) ........................          (382,210)
                                                                ------------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions .............................           858,061
   Unrealized appreciation (depreciation) ................        17,300,721
                                                                ------------
     Net gain (loss) on investments ......................        18,158,782
                                                                ------------

      Net increase (decrease) in net assets
        resulting from operations ........................      $ 17,776,572
                                                                ============
    


   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                    NINE MONTHS ENDED      YEAR ENDED
OPERATIONS:                                         SEPTEMBER 30, 1996   DECEMBER 31, 1995
                                                    ------------------   -----------------
<S>                                                   <C>                   <C>
  Net investment income (loss) ...............        $    (382,210)        $ 2,356,904
  Net gain (loss) on investments .............           18,158,782          16,180,870
                                                      -------------         -----------
  Net increase (decrease) in equity accounts
   resulting from operations .................           17,776,572          18,537,774
                                                      -------------         -----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ........           28,842,554          21,556,186
                                                      -------------         -----------
  Less cost of units redeemed:
   Administrative charges ....................            6,379,364           5,846,452
   Policy loans ..............................            1,447,069           1,387,434
   Surrender benefits ........................            1,930,578           1,602,690
   Death benefits ............................               31,537              38,971
                                                      -------------         -----------
                                                          9,788,548           8,875,547

   Increase (decrease) in equity accounts from
     capital unit transactions ...............           19,054,006          12,680,639
                                                      -------------         -----------
   Net increase (decrease) in equity accounts            36,830,578          31,218,413

EQUITY ACCOUNTS:

  Beginning of period ........................           67,904,953          36,686,540
                                                      -------------         -----------
  End of period ..............................        $ 104,735,531         $67,904,953
                                                      =============         ===========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              17


<PAGE>


   
<TABLE>
<CAPTION>
WRL SERIES LIFE ACCOUNT
EMERGING GROWTH SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED



                                                         SEPT. 30              DECEMBER 31
                                                         --------    --------------------------------
                                                           1996        1995        1994        1993\dagger\
                                                         --------    --------    --------    --------
<S>                                                      <C>         <C>         <C>         <C>
Accumulation unit value, beginning of period ........    $  16.56    $  11.38    $  12.40    $  10.00

  Income from operations:
   Net investment income (loss) .....................        (.08)        .65        (.09)       (.09)
   Net realized and unrealized
     gain (loss) on investments .....................        3.88        4.53        (.93)       2.49
                                                         --------    --------    --------     -------
     Total income (loss) from operations ............        3.80        5.18       (1.02)       2.40
                                                         --------    --------    --------     -------


Accumulation unit value, end of period ..............    $  20.36    $  16.56    $  11.38     $ 12.40
                                                         ========    ========    ========     =======


Total return ........................................       22.98%      45.49%      (8.18)%     23.96%

Ratios and supplemental data:
  Net assets at end of period (in thousands)             $104,736     $67,905    $ 36,687     $ 18,620
  Ratio of net investment income (loss) to
   average net assets** .............................        (.62)%      4.66%       (.86)%       (.77)%
</TABLE>


  *  The above table illustrates the change for a unit outstanding computed 
     using average units outstanding through each period.

  ** This ratio is annualized for the period ended September 30, 1996

\dagger\  The inception date of this sub-account was March 1, 1993. The total 
          return is not annualized.

    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              18


<PAGE>


   
WRL SERIES LIFE ACCOUNT
UTILITY SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                       SEPTEMBER 30, 1996
                                                              ------------------
  Investments at net asset value:
   WRL Series Fund, Inc.:
     Utility Portfolio (398,719,984 shares;
     cost $ 4,334,954) ..................................         $4,481,093

  Accrued transfers from (to) depositor - net ...........                315
                                                                  ----------

     Total assets .......................................          4,481,408
                                                                  ----------

LIABILITIES: ............................................                  0
                                                                  ----------
     Total net assets ...................................         $4,481,408
                                                                  ==========

EQUITY ACCOUNTS:

  Policyowners' equity:

     Utility sub-account
     (376,602.892904 units; $ 11.899559 unit value) .....         $4,481,408
                                                                  ----------
     Total equity .......................................         $4,481,408
                                                                  ==========
    


   
STATEMENT OF OPERATIONS
                                                         NINE MONTHS ENDED
INVESTMENT INCOME:                                       SEPTEMBER 30, 1996
                                                         ------------------

   Dividend income .....................................      $  24,453
   Capital gain distributions ..........................          1,948
                                                              ---------
                                                                 26,401

EXPENSES:

   Mortality and expense risk charges ..................         24,289
                                                              ---------

     Net investment income (loss) ......................          2,112
                                                              ---------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ...........................        108,198
   Unrealized appreciation (depreciation) ..............        (98,824)
                                                              ---------
     Net gain (loss) on investments ....................          9,374
                                                              ---------

      Net increase (decrease) in net assets
        resulting from operations ......................      $  11,486
                                                              =========
    



   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                   NINE MONTHS ENDED        YEAR ENDED
OPERATIONS:                                        SEPTEMBER 30, 1996    DECEMBER 31, 1995
                                                   ------------------    -----------------
<S>                                                    <C>                 <C>
  Net investment income (loss) ................        $     2,112         $   88,634
  Net gain (loss) on investments ..............              9,374            336,528
                                                       -----------         ----------
  Net increase (decrease) in equity accounts
   resulting from operations ..................             11,486            425,162
                                                       -----------         ----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) .........          2,489,074          1,368,262
                                                       -----------         ----------
  Less cost of units redeemed:
   Administrative charges .....................            303,641            221,419
   Policy loans ...............................             43,852             26,862
   Surrender benefits .........................             67,364            126,576
   Death benefits .............................              2,733              2,896
                                                       -----------         ----------
                                                           417,590            377,753

   Increase (decrease) in equity accounts from
     capital unit transactions ................          2,071,484            990,509
                                                       -----------         ----------
   Net increase (decrease) in equity accounts .          2,082,970          1,415,671
   Depositors' equity contribution (redemption)           (232,644)                 0

EQUITY ACCOUNTS:

  Beginning of period .........................          2,631,082          1,215,411
                                                       -----------         ----------
  End of period ...............................        $ 4,481,408         $2,631,082
                                                       ===========         ==========
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              19


<PAGE>


   
WRL SERIES LIFE ACCOUNT
UTILITY SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>



                                                   SEPT. 30          DECEMBER 31
                                                   --------      --------------------
                                                      1996         1995        1994\dagger\
                                                   --------      --------     -------

<S>                                                 <C>          <C>          <C>
Accumulation unit value, beginning of period        $ 11.77      $   9.49     $ 10.00

  Income from operations:
   Net investment income (loss) ............            .01           .49         .29
   Net realized and unrealized
     gain (loss) on investments ............            .12          1.79        (.80)
                                                    -------       -------     -------
     Total income (loss) from operations ...            .13          2.28        (.51)
                                                    -------       -------     -------


Accumulation unit value, end of period .....        $ 11.90      $  11.77     $  9.49
                                                    =======      ========     =======


Total return ...............................           1.06%        24.14%      (5.15)%

Ratios and supplemental data:
  Net assets at end of period (in thousands)        $ 4,481      $  2,631     $ 1,215
  Ratio of net investment income (loss) to
   average net assets ......................            .08%         4.57%       3.09%
<FN>
- ------------
 *   The above table illustrates the change for a unit outstanding computed
     using average units outstanding through each period.

 **  This ratio is annualized for the period ended September 30, 1996

\dagger\  The inception date of this sub-account was March 1, 1994. The total  
          return is not annualized.
</FN>
</TABLE>
    


   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              20


<PAGE>


   
WRL SERIES LIFE ACCOUNT
TACTICAL  ASSET ALLOCATION SUB-ACCOUNT
(UNAUDITED)
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                       SEPTEMBER 30, 1996
                                                              ------------------
  Investments at net asset value:
   WRL Series Fund, Inc.:
     Tactical Asset Allocation Portfolio 
     (1,217,272.416 shares; cost $ 13,823,979) ........         $ 14,885,662

  Accrued transfers from (to) depositor - net .........              (21,556)
                                                                ------------

     Total assets .....................................           14,864,106
                                                                ------------

LIABILITIES: ..........................................                    0
                                                                ------------

     Total net assets .................................         $ 14,864,106
                                                                ============

EQUITY ACCOUNTS:

  Policyowners' equity:

     Tactical Asset Allocation sub-account
     (1,173,005.980111 units; $ 12.671808 unit value) .         $ 14,864,106
                                                                ------------

     Total equity .....................................         $ 14,864,106
                                                                ============
    


   
STATEMENT OF OPERATIONS
                                                             NINE MONTHS ENDED
INVESTMENT INCOME:                                          SEPTEMBER 30, 1996
                                                            ------------------

   Dividend income .......................................       $ 99,486
   Capital gain distributions ............................              0
                                                                 --------
                                                                   99,486

EXPENSES:

   Mortality and expense risk charges ....................         86,544
                                                                 --------

     Net investment income (loss) ........................         12,942
                                                                 --------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions .............................        296,655
   Unrealized appreciation (depreciation) ................        445,964
                                                                 --------
     Net gain (loss) on investments ......................        742,619
                                                                 --------

      Net increase (decrease) in net assets
        resulting from operations ........................       $755,561
                                                                 ========
    

   
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                                  NINE MONTHS ENDED     PERIOD ENDED
OPERATIONS:                                                       SEPTEMBER 30, 1996  DECEMBER 31, 1995*
                                                                  -----------------   ------------------
<S>                                                                   <C>                <C>
  Net investment income (loss) ...............................        $    12,942        $   314,171
  Net gain (loss) on investments .............................            742,619            733,874
                                                                      -----------        -----------
  Net increase (decrease) in equity accounts
   resulting from operations .................................            755,561          1,048,045
                                                                      -----------        -----------

EQUITY TRANSACTIONS:

  Proceeds from units sold (redeemed) ........................          6,456,969          9,081,189
                                                                      -----------        -----------
  Less cost of units redeemed:
  Administrative charges .....................................            767,103            434,848
  Policy loans ...............................................            253,319            145,685
  Surrender benefits .........................................            773,024             70,630
  Death benefits .............................................                835             22,440
                                                                      -----------        -----------
                                                                        1,794,281            673,603

  Increase (decrease) in equity accounts from
   capital unit transactions .................................          4,662,688          8,407,586
                                                                      -----------        -----------
  Net increase (decrease) in equity accounts .................          5,418,249          9,455,631
  Depositor's equity contribution (redemption) ...............                  0             (9,774)

EQUITY ACCOUNTS:

  Beginning of period ........................................          9,445,857                  0
                                                                      -----------        -----------
  End of period ..............................................        $14,864,106        $ 9,445,857
                                                                      ===========        ===========
  *The inception date of this sub-account was January 3, 1995 
</TABLE>
    

   The notes to the financial statements are an integral part of this report.
- --------------------------------------------------------------------------------
                                                                              21
<PAGE>
   

WRL SERIES LIFE ACCOUNT
TACTICAL  ASSET ALLOCATION SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                                       SEPT. 30    DECEMBER 31
                                                      ----------   -----------
                                                         1996      1995\dagger\
                                                      ----------   ------------

Accumulation unit value, beginning of period          $    11.90     $    10.00

  Income from operations:
   Net investment income (loss) .................            .01            .61
   Net realized and unrealized 
     gain (loss) on investments .................            .76           1.29
                                                      ----------      ---------
     Total income (loss) from operations ........            .77           1.90
                                                      ----------      ---------


Accumulation unit value, end of period ..........     $    12.67      $   11.90
                                                      ==========      =========


Total return ....................................           6.46%         19.03%

Ratios and supplemental data:
  Net assets at end of period (in thousands) ....    $    14,864     $    9,446
  Ratio of net investment income (loss) to
   average net assets** .........................            .14%          5.47%


  *The above table illustrates the change for a unit outstanding computed using
   average units outstanding through each period.

  **  This ratio is annualized for the period ended September 30, 1996.

\dagger\ The inception date of this sub-account was January 3, 1995. The total
return is not annualized.

      


The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             22
<PAGE>
   


WRL SERIES LIFE ACCOUNT
C.A.S.E. GROWTH SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                             SEPTEMBER 30, 1996
- -------                                             ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     C.A.S.E. Growth Portfolio
     (211,216.975 shares;
     cost $ 2,608,808) ..............................   $ 2,715,157

  Accrued transfers from (to) depositor - net .......       (56,062)
                                                        -----------

     Total assets ...................................     2,659,095
                                                        -----------

LIABILITIES: ........................................             0
                                                        -----------
     Total net assets ...............................   $ 2,659,095
                                                        ===========

EQUITY ACCOUNTS:
  Policyowners' equity:
     C.A.S.E. Growth sub-account
     (258,931.483192 units;
     $ 10.171290 unit value) ........................   $ 2,633,667

  Depositor's equity:
     C.A.S.E. Growth sub-account
     (2,500.000000 units;
     $ 10.171290 unit value .........................        25,428
                                                        -----------

     Total equity ...................................   $ 2,659,095
                                                        ===========


STATEMENT OF OPERATIONS
                                                              PERIOD  ENDED
INVESTMENT INCOME: .......................................  SEPTEMBER 30, 1996*
                                                            -------------------

   Dividend income .......................................   $       739
   Capital gain distributions ............................             0
                                                             -----------
                                                                     739

EXPENSES:

   Mortality and expense risk charges .....................        4,077
                                                             -----------
     Net investment income (loss) .........................      (3,338)
                                                             -----------
Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions ..............................       (2,194)
   Unrealized appreciation (depreciation) .................      106,349
                                                             -----------
     Net gain (loss) on investments .......................      104,155
                                                             -----------
      Net increase (decrease) in net assets
        resulting from operations .........................  $   100,817
                                                             ===========

<PAGE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                              PERIOD ENDED
OPERATIONS:                                                SEPTEMBER 30, 1996*
                                                           -------------------

  Net investment income (loss).............................  $  (3,338)
  Net gain (loss) on investments...........................     104,155
                                                             ----------
  Net increase (decrease) in equity accounts
   resulting from operations...............................     100,817
                                                             ----------

EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)......................   2,590,910
  Less cost of units redeemed:
   Administrative charges..................................      47,280
   Policy loans............................................           0
   Surrender benefits......................................      10,352
   Death benefits..........................................           0
                                                             ----------
                                                                 57,632
   Increase (decrease) in equity accounts from
     capital unit transactions............................    2,533,278
   Net increase (decrease) in equity accounts.............    2,634,095
  Depositor's equity contribution (redemption)............       25,000

EQUITY ACCOUNTS:

  Beginning of period.....................................            0
  End of period...........................................   $2,659,095
                                                             ==========
  *The inception date of this sub-account was May 1, 1996.

      

The notes of the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                           23

<PAGE>
   


WRL SERIES LIFE ACCOUNT
C.A.S.E. GROWTH SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

SELECTED PER UNIT DATA  AND RATIOS*
FOR THE PERIOD ENDED

                                                              SEPTEMBER 30
                                                              ------------
                                                               1996\dagger\
                                                              ------------
Accumulation unit value, beginning of period                    $ 10.00

  Income from operations:
   Net investment income (loss)..........................         (.05)
   Net realized and unrealized
     gain (loss) on investments..........................           .22
                                                                -------
     Total income (loss) from operations.................           .17
                                                                -------

Accumulation unit value, end of period ..................       $ 10.17
                                                                =======

Total return.............................................         1.71%

Ratios and supplemental data:
  Net assets at end of period (in thousands)                    $ 2,659
  Ratio of net investment income (loss)
   to average net assets**...............................       (1.67)%

*The above table illustrates the change for a unit outstanding computed using
average units outstanding through each period.

** This ratio is annualized for the period ended September 30, 1996.

\dagger\ The inception date of this sub-account was May 1, 1996. The total
return is not annualized.

    

The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             24

<PAGE>
   

WRL SERIES LIFE ACCOUNT
VALUE EQUITY SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------


STATEMENT OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS

ASSETS:                                                   SEPTEMBER 30, 1996
- -------                                                   ------------------

  Investments at net asset value:
   WRL Series Fund, Inc.:
     Value Equity Portfolio
     (503,729.939 shares;
     cost $ 5,170,272)..............................         $5,351,399

  Accrued transfers from (to) depositor - net                    31,656
                                                             ----------
     Total assets...................................          5,383,055
                                                             ----------
LIABILITIES:........................................                  0
                                                             ----------

     Total net assets...............................         $5,383,055
                                                             ==========

EQUITY ACCOUNTS:

  Policyowners' equity:

     Value Equity sub-account
     (488,616.296490 units;
     $ 10.583725 unit value)........................         $5,171,381

  Depositor's equity:

     Value Equity sub-account
     (20,000.000000 units;
     $ 10.583725 unit value.........................            211,674
                                                             ----------

     Total equity...................................         $5,383,055
                                                             ==========


STATEMENT OF OPERATIONS
                                                            PERIOD ENDED
INVESTMENT INCOME:                                        SEPTEMBER 30, 1996*
                                                          -------------------

   Dividend income.........................................   $       0
   Capital gain distributions..............................           0
                                                              ---------
                                                                      0

EXPENSES:

   Mortality and expense risk charges .......................     5,878
                                                              ---------

     Net investment income (loss)............................   (5,878)
                                                              ---------

Net realized and unrealized gain (loss) on investments:
   Net realized gain (loss) from
     securities transactions.................................     3,604
   Unrealized appreciation (depreciation ....................   181,127
                                                              ---------
     Net gain (loss) on investments..........................   184,731
                                                              ---------
      Net increase (decrease) in net assets
        resulting from operations............................ $ 178,853
                                                              =========


<PAGE>


STATEMENT OF CHANGES IN EQUITY ACCOUNTS
                                                               PERIOD ENDED
OPERATIONS:                                                 SEPTEMBER 30, 1996*
                                                            -------------------

  Net investment income (loss)................................ $ (5,878)
  Net gain (loss) on investments..............................   184,731
                                                               ---------
  Net increase (decrease) in equity accounts
   resulting from operations..................................   178,853
                                                               ---------

EQUITY TRANSACTIONS:

  Proceeds from units sold (repurchased):
   Net payments (redemptions)................................. 5,063,012
                                                               ---------
  Less cost of units redeemed:
   Cost of insurance and administrative charges...............    38,783
   Policy loans...............................................         0
   Surrender benefits.........................................    20,027
   Death benefits.............................................         0
                                                               ---------
                                                                  58,810
                                                               ---------

   Increase (decrease) in equity accounts from
     capital unit transactions................................ 5,004,202
                                                               ---------
   Net increase (decrease) in equity accounts................. 5,183,055
  Depositor's equity contribution (redemption)................   200,000

EQUITY ACCOUNTS:

  Beginning of period.........................................         0
  End of period...............................................$5,383,055
                                                              ==========
  *The inception date of this sub-account was May 1, 1996

    

The notes to the financial statements are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             25
<PAGE>
   

WRL SERIES LIFE ACCOUNT
VALUE EQUITY SUB-ACCOUNT
(UNAUDITED)
- -------------------------------------------------------------------------------

SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED

                                                                SEPTEMBER 30
                                                               --------------
                                                                 1996\dagger\

Accumulation unit value, beginning of period                      $ 10.00

  Income from operations:
   Net investment income (loss)                                      (.15)
   Net realized and unrealized
     gain (loss) on investments                                       .73
                                                                  -------
     Total income (loss) from operations                              .58
                                                                  -------


Accumulation unit value, end of period                            $ 10.58
                                                                  =======


Total return....................................................     5.84%

Ratios and supplemental data:
  Net assets at end of period (in thousands)                        5,383
  Ratio of net investment income to
   average net assets**.........................................    (3.64)%


*The above table illustrates the change for a unit outstanding computed using
average units outstanding through each period.

** This ratio is annualized for the period ended September 30, 1996.

\dagger\ The inception date of this sub-account was May 1, 1996. The total
return is not annualized.

    

The notes to the financial stateemnts are an integral part of this report.
- -------------------------------------------------------------------------------
                                                                             26
<PAGE>
   


WRL SERIES LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- -------------------------------------------------------------------------------

SEPTEMBER 30, 1996


NOTE 1 - ORGANIZATION AND SUMMARY OF
        SIGNIFICANT ACCOUNTING POLICIES

    The WRL Series Life Account (the "Life Account") was established as a
variable life insurance separate account of the Western Reserve Life Assurance
Co. of Ohio ("WRL") and is registered as a unit investment trust ("Trust") under
the Investment Company Act of 1940, as amended. The Life Account contains
thirteen investment options referred to as sub-accounts. Each sub-account
invests in the corresponding portfolio of the WRL Series Fund, Inc. (the
"Fund"), a registered management investment company under the Investment Company
Act of 1940, as amended. These portfolios and their respective investment
management organizations are as follows:

PORTFOLIO                 INVESTMENT MANAGER
- ---------                 ------------------
Money Market              J.P. Morgan Investment
                              Management Inc.
                          Bond Janus Capital Corporation
                              (JCC)
Growth                    JCC
Short-to-Intermediate     AEGON USA Investment
     Government               Management, Inc.
                              ("AEGON Management")
Global                    JCC
Equity-Income             Luther King Asset
                              Management Inc.
Emerging Growth           Van Kampen/American         
                              Capital Asset
                              Management,Inc.
Aggressive Growth         Fred Alger Management,Inc.
Balanced                  AEGON Management
Utility                   Federated Investment
                              Counseling
Tactical Asset            Dean Investment Associates
     Allocation
C.A.S.E. Growth           C.A.S.E. Management, Inc.
Value Equity              NWQ Investment           
                              Management
                              Company, Inc.

   WRL and AEGON Management are indirectly wholly-owned subsidiaries of AEGON
USA, Inc., which is an indirect wholly-owned subsidiary of AEGON nv, a
Netherlands Corporation.

   On May 1, 1996, WRL made an initial contribution to the Life Account C.A.S.E.
Growth and Value Equity sub-accounts, which in turn invested in the respective
portfolios. The amount of the contribution and the units received are as
follows:

SUB-ACCOUNT           CONTRIBUTION        UNITS
C.A.S.E. Growth         $ 25,000      2,500.000000
Value Equity             200,000     20,000.000000

    The Life Account holds assets to support the benefits under flexible premium
variable universal life insurance policies (the "Policies") issued by WRL, which
issued the first of such Policies on October 3, 1986. The Life Account's equity
transactions are accounted for using the appropriate effective date at the
corresponding accumulation unit value.

    The preparation of the financial statements in accordance wth generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.

   The following significant accounting policies, which are in conformity with
generally accepted accounting principles for unit investment trusts, have been
consistently used in preparation of the Trust's financial statements.

A. VALUATION OF INVESTMENTS
   The investments in the Fund's shares are stated at the closing net asset
   value ("NAV") per share as determined by the Fund on September 30, 1996.
   Investment transactions are accounted for on the trade date, using the Fund
   NAV per share next determined after receipt of sale or redemption order
   without sales charges. Dividend income and capital gain distributions are
   recorded on the ex-dividend date. The cost of investments sold is determined
   on a first-in first-out basis.

B. FEDERAL INCOME TAXES
   The operations of the Life Account are a part of and are taxed with the total
   operations of WRL, which is taxed as a life insurance company under the
   Internal Revenue Code. Under current law, the investment income of the Life
   Account, including realized and unrealized capital gains, is not taxable to
   WRL. Accordingly, no provision for Federal income taxes has been made.

NOTE 2 - CHARGES AND DEDUCTIONS

    Charges are assessed by WRL in connection with issuance and administration
of the Policies.

A.  POLICY CHARGES
    Under some forms of the Policies, sales and other
    administrative charges are deducted by WRL prior to allocation of
    policyowner payments to the sub-accounts.
    
- -------------------------------------------------------------------------------
                                                                             27

<PAGE>
   

NOTES TO FINANCIAL STATEMENTS
WRL SERIES LIFE ACCOUNT

(UNAUDITED)
- -------------------------------------------------------------------------------

   Thereafter, monthly administrative charges are deducted from the
   sub-accounts, some of which continue only during the first policy year.
   Contingent surrender charges may also apply.

   Under the other forms of the Policies, such "front-end" and other
   administrative charges are not deducted prior to allocation of the initial
   premium payment but may reside as contingent surrender charges.

   Under all forms of the Policy, monthly charges against policy cash values are
   made to compensate WRL for costs of insurance provided.

B. LIFE ACCOUNT CHARGES

   A daily charge equal to an annual rate of 0.90% of average daily net assets
of the Life Account is assessed to compensate WRL for assumption of mortality
and expense risks in connection with issuance and administration of the
Policies. This charge (not assessed at the individual policy level) effectively
reduces the value of a unit outstanding during the year.

NOTE 3 - DIVIDENDS AND DISTRIBUTIONS

   Dividends of the Fund's Money Market Portfolio are declared daily and
reinvested monthly. Dividends of the remaining portfolios are declared and
reinvested semi-annually, while capital gain distributions are declared and
reinvested annually. Dividends and distributions of the Fund are generally paid
to and reinvested by the Life Account the next business day after declaration.


NOTE 4 - OTHER MATTERS

   As of September 30, 1996 the equity accounts include net unrealized
appreciation (depreciation) on investments of:

  SUB-ACCOUNT
  -----------
  Money Market.................$                      n/a
  Bond.........................                 (311,755)
  Growth.......................               100,582,396
  Short-to-Intermediate Government                 12,874
  Global.......................                13,010,973
  Equity-Income................                 7,483,906
  Emerging Growth..............                31,853,966
  Aggressive Growth............                 3,039,781
  Balanced.....................                   419,341
  Utility......................                   146,139
  Tactical Asset Allocation....                 1,061,683
  C.A.S.E. Growth..............                   106,349
  Value Equity.................                   181,127
    

- -------------------------------------------------------------------------------
                                                                             28
<PAGE>

   
                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                         BALANCE SHEET - STATUTORY BASIS
                            AS OF SEPTEMBER 30, 1996
                           (IN THOUSANDS) (UNAUDITED)



                                     ASSETS
                                     ------

          Bonds                                                 $  397,320
          Common stocks and mutual funds                               610
          Mortgage loans on real estate                              6,079
          Real estate                                                7,289
          Policy loans                                              47,942
          Cash and short-term investments                           (8,163)
          Separate account assets                                3,295,321
          Other assets                                              17,235
                                                                ----------

          Total assets                                          $3,763,633
                                                                ==========


          LIABILITIES AND CAPITAL AND SURPLUS

          Policy reserves                                       $  299,797
          Other policy liabilities                                  30,655
          Amounts due or accrued                                    14,118
          Separate account liabilities                           3,290,269
          Borrowed money                                            25,900
          Asset valuation reserve                                    6,033
                                                                ----------
          Total liabilities                                      3,666,772

          Total capital and surplus                                 96,861
                                                                ----------
          Total liabilities, capital, and surplus               $3,763,633
                                                                ==========


          See note to financial statements
    

<PAGE>

   

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF OPERATIONS - STATUTORY BASIS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                           (IN THOUSANDS) (UNAUDITED)



         Premium income                                        $750,143
         Net investment income                                   27,905
         Net realized capital gains (losses)                         89
         Other income                                            10,172
         Benefit payments incurred                             (241,024)
         Decrease in policy
           and contract reserves                                 94,965
         Net transfers to separate accounts                    (491,331)
         Operating costs                                       (143,580)
                                                               ---------
         Income before income taxes                               7,339
         Federal income taxes                                    (6,002)
                                                               ---------

         Net income (loss)                                     $  1,337
                                                               ========


                        See note to financial statements
    

<PAGE>

   

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
           STATEMENT OF CHANGES IN CAPITAL AND SURPLUS-STATUTORY BASIS
                           (IN THOUSANDS) (UNAUDITED)
<TABLE>
<CAPTION>


                                                            ADDITIONAL                            TOTAL
                                             COMMON          PAID-IN         UNASSIGNED        CAPITAL AND
                                             STOCK           CAPITAL          SURPLUS            SURPLUS
                                             ------         ----------       ----------        -----------

<S>                                          <C>                 <C>                <C>             <C>
Balance at December 31, 1995                 $1,500          $68,015          $ 28,424           $ 97,939
                                             ------          -------          --------           --------
Net income                                    1,337            1,337
Change in reserve valuation basis              --               --              (2,246)            (2,246)
Change in Unrealized gains (losses)            --               --                 147                147
Change in non-admitted assets                  --               --                  96                 96
Change in asset valuation reserves             --               --                (444)              (444)
Change in separate accounts surplus            --               --                  32                 32
                                             ------          -------          --------           --------

Balance at September 30, 1996                $1,500          $68,015          $ 27,346           $ 96,861
                                             ======          =======          ========           ========



See note to financial statements
</TABLE>
    


<PAGE>
   


                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                    STATEMENT OF CASH FLOWS - STATUTORY BASIS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                           (IN THOUSANDS) (UNAUDITED)



              Operations:
         Cash from insurance operations                          $(126,122)
         Investment income received                                  28,529
         Federal income taxes                                       (5,624)
                                                                 ----------

         Cash provided (used) by operations                       (103,217)

              Investment activities:
         Proceeds from sale or maturity of
           long-term invested assets                                92,739
         Cost of long-term investments acquired                    (32,327)
         Other, net                                                 10,243
                                                                 ----------
         Cash provided (used) by
           investment activities                                    70,655

              Financing activities:
         Increase (decrease) in borrowed money                      25,900
         Cash provided by (used in)
           financing activities                                     25,900

         Net increase (decrease) in cash
           and short-term investments                               (6,662)

         Cash and short-term investments:
           Beginning of year                                        (1,501)
                                                                 ----------
           End of period                                         $  (8,163)
                                                                 ==========


See note to financial statements
    

<PAGE>

   

                   WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                 NOTE TO FINANCIAL STATEMENTS - STATUTORY BASIS
                      AS OF SEPTEMBER 30, 1996 (UNAUDITED)



1.  BASIS OF PRESENTATION


The accompanying unaudited statutory basis financial statements have been
prepared in accordance with statutory accounting principles for interim
financial information and the instructions to Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996. For further information, refer to the accompanying statutory
basis financial statements and notes thereto for the year ended December 31,
1995.
    


<PAGE>


                             WRL SERIES LIFE ACCOUNT
                          WRL FREEDOM EQUITY PROTECTOR

                          PROSPECTUS DATED MAY 1, 1996



        Incorporated by reference herein is the above-referenced Prospectus
dated May 1, 1996, as filed with Post-Effective Amendment No. 12 to the
Registration Statement on Form S-6 of WRL Series Life Account, File No.
33-31140 (April 18, 1996)


<PAGE>


                                    PART II.
                                OTHER INFORMATION

                           UNDERTAKING TO FILE REPORTS

        Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

   
                 REPRESENTATION PURSUANT TO SECTION 26(E)(2)(A)

        Western Reserve Life Assurance Co. of Ohio ("Western Reserve") hereby
represents that the fees and charges deducted under the Contracts, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by Western Reserve.
    

                    STATEMENT WITH RESPECT TO INDEMNIFICATION

        Provisions exist under the Ohio General Corporation Law, the Second
Amended Articles of Incorporation of Western Reserve and the Amended Code of
Regulations of Western Reserve whereby Western Reserve may indemnify certain
persons against certain payments incurred by such persons. The following
excerpts contain the substance of these provisions.

                          OHIO GENERAL CORPORATION LAW

        SECTION 1701.13  AUTHORITY OF CORPORATION.

        (E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this corporation), domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendre or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

        (2) A corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually 


                                      II-1


<PAGE>


and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the following:

               (a) Any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that the court of
common pleas, or the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper;

               (b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.

        (3) To the extent that a director, trustee, officer, employee, or agent
has been successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to in divisions (E)(1) and (2) of this section, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith.

        (4) Any indemnification under divisions (E)(1) and (2) of this section,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in divisions (E)(1) and (2)
of this section. Such determination shall be made as follows:

               (a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or threatened with
any such action, suit, or proceeding;

               (b) If the quorum described in division (E)(4)(a) of this section
is not obtainable or if a majority vote of a quorum of disinterested directors
so directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation, or any person to be
indemnified within the past five years;

               (c) By the shareholders;

               (d) By the court of common pleas or the court in which such
action, suit, or proceeding was brought.

        Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.

        (5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit or proceeding referred to in divisions (E)(1) and (2)
of this section, the articles or the regulations of a corporation state by
specific reference to this division that the provisions of this division do not
apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section is pursuant to section 1701.95 of the Revised Code,
expenses, including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit,


                                      II-2


<PAGE>


or proceeding upon receipt of an undertaking by or on behalf of the director in
which he agrees to do both of the following:

                      (i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;

                      (ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.

               (b) Expenses, including attorneys' fees incurred by a director,
trustee, officer, employee, or agent in defending any action, suit, or
proceeding referred to in divisions (E)(1) and (2) of this section, may be paid
by the corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding as authorized by the directors in the specific
case upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, if it ultimately is determined
that he is entitled to be indemnified by the corporation.

        (6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles or the regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

        (7) A corporation may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit, or
self-insurance on behalf of or for any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section. Insurance may be purchased from or maintained
with a person in which the corporation has a financial interest.

        (8) The authority of a corporation to indemnify persons pursuant to
divisions (E)(1) and (2) of this section does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to divisions (E)(5), (6), and (7) of this section.
Divisions (E)(1) and (2) of this section do not create any obligation to repay
or return payments made by the corporation pursuant to divisions (E)(5), (6), or
(7).

        (9) As used in this division, references to "corporation" include all
constituent corporations in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee, or
agent of such a constituent corporation, or is or was serving at the request of
such constituent corporation as a director, trustee, officer, employee or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same capacity.


           SECOND AMENDED ARTICLES OF INCORPORATION OF WESTERN RESERVE

                                 ARTICLE EIGHTH

       EIGHTH: (1) The corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right


                                      II-3


<PAGE>


of the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this corporation), domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendre or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

        (2) The corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee, or
agent of another corporation (including a subsidiary of this corporation),
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
or other enterprise against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless, and only to
the extent that the court of common pleas, or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper.

        (3) To the extent that a director, trustee, officer, employee, or agent
has been successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to in sections (1) and (2) of this article, or in defense
of any claim, issue, or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith.

        (4) Any indemnification under sections (1) and (2) of this article,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in sections (1) and (2) of
this article. Such determination shall be made (a) by a majority vote of a
quorum consisting of directors of the indemnifying corporation who were not and
are not parties to or threatened with any such action, suit, or proceeding, or
(b) if such a quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the corporation, or
any person to be indemnified within the past five years, or (c) by the
shareholders, or (d) by the court of common pleas or the court in which such
action, suit, or proceeding was brought. Any determination made by the
disinterested directors under section (4)(a) or by independent legal counsel
under section (4)(b) of this article shall be promptly communicated to the
person who threatened or brought the action or suit by or in the right of the
corporation under section (2) of this article, and within ten days after receipt
of such notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review the
reasonableness of such determination.


                                      II-4


<PAGE>


        (5) Expenses, including attorneys' fees incurred in defending any
action, suit, or proceeding referred to in sections (1) and (2) of this article,
may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of a written undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this article. If a majority vote of a quorum of disinterested
directors so directs by resolution, said written undertaking need not be
submitted to the corporation. Such a determination that a written undertaking
need not be submitted to the corporation shall in no way affect the entitlement
of indemnification as authorized by this article.

        (6) The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles or the regulations or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

        (7) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director, trustee,
officer, employee, or agent of another corporation (including a subsidiary of
this corporation), domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under this section.

        (8) As used in this section, references to "the corporation" include all
constituent corporations in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee, or
agent of such a constituent corporation, or is or was serving at the request of
such constituent corporation as a director, trustee, officer, employee or agent
of another corporation (including a subsidiary of this corporation), domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise shall stand in the same position under this article with respect to
the new or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.

        (9) The foregoing provisions of this article do not apply to any
proceeding against any trustee, investment manager or other fiduciary of an
employee benefit plan in such person's capacity as such, even though such person
may also be an agent of this corporation. The corporation may indemnify such
named fiduciaries of its employee benefit plans against all costs and expenses,
judgments, fines, settlements or other amounts actually and reasonably incurred
by or imposed upon said named fiduciary in connection with or arising out of any
claim, demand, action, suit or proceeding in which the named fiduciary may be
made a party by reason of being or having been a named fiduciary, to the same
extent it indemnifies an agent of the corporation. To the extent that the
corporation does not have the direct legal power to indemnify, the corporation
may contract with the named fiduciaries of its employee benefit plans to
indemnify them to the same extent as noted above. The corporation may purchase
and maintain insurance on behalf of such named fiduciary covering any liability
to the same extent that it contracts to indemnify.


                                      II-5


<PAGE>


                 AMENDED CODE OF REGULATIONS OF WESTERN RESERVE

                                    ARTICLE V

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Each Director, officer and member of a committee of this Corporation,
and any person who may have served at the request of this Corporation as a
Director, officer or member of a committee of any other corporation in which
this Corporation owns shares of capital stock or of which this Corporation is a
creditor (and his heirs, executors and administrators) shall be indemnified by
the Corporation against all expenses, costs, judgments, decrees, fines or
penalties as provided by, and to the extent allowed by, Article Eighth of the
Corporation's Articles of Incorporation, as amended.


                              RULE 484 UNDERTAKING

        Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has 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 the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                       CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:
   
        The facing page
        The Prospectus, consisting of 98 pages The undertaking to file reports
        Representation pursuant to Section 26(e)(2)(A) The statement with
        respect to indemnification The Rule 484 undertaking The signatures
    

Written consent of the following persons:
   
        (a)      Alan Yaeger
        (b)      Thomas E. Pierpan, Esq.
        (c)      Sutherland, Asbill & Brennan, L.L.P.
        (d)      Ernst & Young LLP
        (e)      Price Waterhouse LLP
    

The following exhibits:

1.  The following exhibits correspond to those required by paragraph A
    to the instructions as to exhibits in Form N-8B-2:


                                      II-6


<PAGE>


    A. (1) Resolution of the Board of Directors of Western Reserve
           establishing the Series Account (1)

       (2) Not Applicable

       (3)  Distribution of Policies:
            (a) Form of Master Service and Distribution Compliance Agreement(5)
            (b) (i) Form of Broker/Dealer Supervisory and Service Agreement
                       (4)
                (ii)Form of Broker/Dealer Supervisory and Service Agreement (4)
            (c)  See Exhibit 1.A.(3)(b)(ii)
       (4)  Not Applicable
       (5)  Specimen Flexible Premium Variable Life Insurance Policy (2)
            (a)  Terminal Illness Accelerated Death Benefit Rider (Form Nos.
                 ACCDB-10/94, ACCDB-CT-10/94, ACCDBIN-10/94, ACCDB-10/94MN,
                 ACCDBMS-01/95, ACCDBSC-02/95, ACCDBIL-10/94) (10)
       (6)  (a)  Second Amended Articles of Incorporation of Western Reserve (3)
            (b)  Amended Code of Regulations (By-Laws) of Western
                 Reserve (5)
       (7)  Not Applicable
       (8)  (a)  Investment Advisory Agreement with the Fund (6)
            (b)  Sub-Advisory Agreement (6)
       (9)  Not Applicable
       (10) Form of Application for Flexible Premium Variable Life
        Insurance Policy (2) 
       (11) Memorandum describing issuance, transfer and redemption procedures 
            (4)

2. See Exhibit 1.A. (5)

3. Opinion of Counsel as to the legality of the securities being registered (7)

4. No financial statement will be omitted from the Prospectus pursuant to 
   Instruction 1(b) or (c) of Part I

5. Not Applicable

6. Opinion and consent of Alan Yaeger as to actuarial matters pertaining to th
   securities being registered (8)

7. Consent of Thomas E. Pierpan, Esq. (10)

8. Consent of Sutherland, Asbill & Brennan, L.L.P.

9. Consent of Ernst & Young LLP

10.Consent of Price Waterhouse LLP

   
11.(a)  Powers of Attorney (10)
   (b)  Power of Attorney - James R. Walker
    

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

(1) This exhibit was previously filed on Form S-6 Registration Statement dated
    September 27, 1985 (File No. 33-506) and is incorporated herein by
    reference.


                                      II-7


<PAGE>


(2)  This exhibit was previously filed on Form S-6 Registration Statement dated
     September 25, 1989 (File No. 33-31140) and is incorporated herein by
     reference.

(3)  This exhibit was previously filed on Post-Effective Amendment No. 3 to Form
     S-6 Registration Statement dated May 1, 1989 (File No. 33-506) and is
     incorporated herein by reference.

(4)  This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form
     S-6 Registration Statement dated December 19, 1989 (File No. 33-31140) and
     is incorporated herein by reference.

(5)  This exhibit was previously filed on Post-Effective Amendment No. 3 to Form
     N-4 Registration Statement dated March 1, 1991 (File No. 33-24856) and is
     incorporated herein by reference.

(6)  This exhibit was previously filed on Post-Effective Amendment No. 6 to Form
     N-1A Registration Statement dated March 1, 1991 (File No. 33-507) and is
     incorporated herein by reference.

(7)  This exhibit was previously filed on Post-Effective Amendment No. 2 to Form
     S-6 Registration Statement dated May 1, 1991 (File No. 33-31140) and is
     incorporated herein by reference.

(8)  This exhibit was previously filed on Post-Effective Amendment No. 6 to Form
     S-6 Registration Statement dated February 22, 1994 (File No. 33-31140) and
     is incorporated herein by reference.

(9)  This exhibit was previously filed on Post-Effective Amendment No. 7 to Form
     S-6 Registration Statement dated December 30, 1994 (File No. 33-31140) and
     is incorporated herein by reference.

(10) This exhibit was previously filed on Post-Effective Amendment No. 10 to
     Form S-6 Registration Statement dated April 26, 1995 (File No. 33-31140) 
     and is incorporated herein by reference.


                                      II-8


<PAGE>

   

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, WRL
Series Life Account, certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 13
to its Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Largo, County of Pinellas, Florida on this 20th day of December,
1996.


(SEAL)                                       WRL SERIES LIFE ACCOUNT
                                                   Registrant


                                              WESTERN RESERVE LIFE
                                              ASSURANCE CO. OF OHIO
                                                    Depositor
ATTEST:



  /s/ THOMAS E. PIERPAN                       By:  /S/ JOHN R. KENNEY
- ------------------------------                --------------------------------
Thomas E. Pierpan                             John R. Kenney
Vice President                                Chairman of the Board,
                                              Chief Executive Officer
                                              and President


         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 13 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

     SIGNATURE AND TITLE                                  DATE
     -------------------                                  ----


/s/ JOHN R. KENNEY                                    December 20, 1996
- -----------------------------
John R. Kenney, Chairman of the
Board, Chief Executive Officer
and President


/s/ RICHARD B. FRANZ, II                              December 20, 1996
- -----------------------------
Richard B. Franz, II, Senior Vice
President and Treasurer


/s/ ALAN M. YAEGER                                    December 20, 1996
- -----------------------------
Alan M. Yaeger, Executive Vice
President, Actuary &
Chief Financial Officer*

- ---------
*Principal Financial Officer
    


<PAGE>


   

/s/ KENNETH P. BEIL                                    December 20, 1996
- -------------------------------
Kenneth P. Beil
Vice President & Principal
Accounting Officer**


/s/ PATRICK S. BAIRD                                   December 20, 1996
- -------------------------------
Patrick S. Baird, Director ***/


/s/ LYMAN H. TREADWAY                                  December 20, 1996
- --------------------------------
Lyman H. Treadway, Director ***/


/s/ JACK E. ZIMMERMAN                                  December 20, 1996
- --------------------------------
Jack E. Zimmerman, Director ***/


/s/ JAMES R. WALKER                                    December 20, 1996
- -------------------------------
James R. Walker, Director  ***/

- --------------
**Principal Accounting Officer



***/  /s/ THOMAS E. PIERPAN
- ---------------------------------
     Signed by: Thomas E. Pierpan
          as Attorney-in-fact
    



                                                                   EXHIBIT 99.C1

                                    Exhibit 8

                 Consent of Sutherland, Asbill & Brennan, L.L.P.


<PAGE>

   
                                            S.A.B. letterhead



                                                     December 20, 1996


Board of Directors
Western Reserve Life Assurance Co. of Ohio
WRL Series Life Account
201 Highland Avenue
Largo, Florida  33770

               RE:    WRL Series Life Account
                      FILE NO. 33-31140


Gentlemen:

               We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus contained in Post-Effective Amendment No. 13 to the
Registration Statement on Form S-6 (File No. 33-31140) of the WRL Series Life
Account filed by Western Reserve Life Assurance Co. of Ohio with the Securities
and Exchange Commission. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.


                                           Very truly yours,

                                           SUTHERLAND, ASBILL & BRENNAN, L.L.P.



                                           By:   /s/ STEPHEN E. ROTH
                                               -------------------------------
                                                 Stephen E. Roth
    





                                                                   EXHIBIT 99.C2

                                    Exhibit 9

                          Consent of Ernst & Young LLP


<PAGE>

   

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference therein of our report dated February 23, 1996, with
respect to the statutory-basis financial statements and schedules of Western
Reserve Life Assurance Co. of Ohio incorporated by reference in Post-Effective
Amendment No. 13 to Registration Statement (Form S-6 No. 33-31140) and related
Prospectus of WRL Series Life Account.


                                                               ERNST & YOUNG LLP


Des Moines, Iowa
December 19, 1996
    




                                                                   EXHIBIT 99.C3

                                   Exhibit 10

                         Consent of Price Waterhouse LLP


<PAGE>

   
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Prospectus
constituting part of this Post-Effective Amendement No. 13 to the registration
statement on Form S-6 of the Prospectus dated May 1, 1996, as filed with
Post-Effective Amendment No. 12 to the registration statement on Form S-6 of the
WRL Series Life Account which includes our report dated January 31, 1996,
relating to the financial statements and selected per unit data and ratios of
the sub-accounts comprising the WRL Series Life Account, which appears in such
Prospectus. We further consent to the reference to us under the heading
"Experts" in such Prospectus.


PRICE WATERHOUSE LLP


Kansas City, Missouri
December 24, 1996
    




                                                                    EXHIBIT 99.4
   
                                  Exhibit 11(b)

                       Power of Attorney - James R. Walker
    

<PAGE>

   

                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints WILLIAM H. GEIGER, PRISCILLA I. HECHLER, THOMAS E.
PIERPAN and ALAN M. YAEGER, and each of them, severally, his true and lawful
attorneys and agents in his name, place and stead and on his behalf (a) to sign
and cause to be filed registration statements of WRL Series Life Account under
the Securities Act of 1933 and the Investment Company Act of 1940, and all
amendments, consents and exhibits thereto; (b) to withdraw such statements or
any amendments or exhibits and make requests for acceleration in connection
therewith; (c) to take all other action of whatever kind or nature in connection
with such registration statements which said attorneys may deem advisable; and
(d) to make, file, execute, amend and withdraw documents of every kind, and to
take other action of whatever kind they may elect, for the purpose of complying
with the laws of any state relating to the sale of securities of the WRL Series
Life Account, hereby ratifying and confirming all actions of any of said
attorneys and agents hereunder. Said attorneys or agents may act jointly or
severally, and the action of one shall bind the undersigned as fully as if two
or more had acted together.


                                                     /s/ JAMES R. WALKER
                                                  -----------------------------
                                                     James R. Walker, Director



                                                  -----------------------------
                                                              Date
    





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