WRL SERIES LIFE ACCOUNT
485BPOS, 1997-12-19
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   As filed with the Securities and Exchange Commission on December 19, 1997
                   Registration File Nos. 333-23359/811-4420
    

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                       ---------------------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
    

                                    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 ASSOCIATE GENERAL 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 LLP
                         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, 1997, pursuant to paragraph (b) of Rule 485

[ ] 60 days after filing pursuant to paragraph (a) of Rule 485

[ ] on DATE, pursuant to paragraph (a) of Rule 485
    


<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 Value

     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

     20        Not Applicable

     21        Loan Privileges

     22        Not Applicable


                                       2

<PAGE>


N-8B-2 ITEM        CAPTION IN PROSPECTUS
- -----------        ---------------------

     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

     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

     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


                                       3

<PAGE>


N-8B-2 ITEM        CAPTION IN PROSPECTUS
- -----------        ---------------------

     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


                                       4

<PAGE>

   
                        SUPPLEMENT DATED JANUARY 1, 1998
                                       TO
                         PROSPECTUS DATED JULY 21, 1997
                         WRL FINANCIAL FREEDOM BUILDER(SM)

THE FOLLOWING INFORMATION MODIFIES THE TABLE PROVIDED ON PAGE 7, "FUND ANNUAL
EXPENSES": FUND ANNUAL EXPENSES* (as a % of Fund average net assets)

                                  THIRD AVENUE
                                 VALUE PORTFOLIO**       BOND PORTFOLIO
                                 -----------------       --------------

   Management Fees                     0.80%                0.50%***
   Other Expenses                      0.13%                0.14%
     (After Reimbursement)
   Total Fund Annual Expenses          0.93%                0.64%

      *Effective January 1, 1997, the Fund 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, 1998. Prior to ISI seeking reimbursement, Policyowners will
      be notified in advance.
      **Because the Value Equity and Global Sector Portfolios commenced
      operations on May 1, 1996, the percentages set forth as "Other Expenses"
      and "Total Fund Annual Expenses" are annualized. Because the International
      Equity and U.S. Equity Portfolios commenced operations on January 2, 1997,
      and the Third Avenue Value Portfolio commenced operations on January 2,
      1998, the percentages set forth as "Other Expenses" and "Total Fund Annual
      Expenses" are estimates.
      ***Effective January 1, 1998, the management fees for the Bond Portfolio
      will be reduced from 0.50% to 0.45% of the Portfolio's average daily net
      assets.

THE FOLLOWING INFORMATION MODIFIES THE INFORMATION PROVIDED ON PAGES 5 AND 25 OF
THE PROSPECTUS WITH RESPECT TO CHARGES THAT ARE ASSESSED WITH THE POLICY:

   A Premium Expense Charge equal to 6.0% of the premiums paid through the end
of the tenth Policy year is deducted to compensate Western Reserve for
distribution expenses incurred in connection with the he Policy and for state
premium taxes. After the tenth Policy year, the Premium Expense Charge reduces
to 2.5%. In addition, $3.00 per proem payment is deducted to compensate Western
Reserve for costs associated with premium billing and collection.

   THE FOLLOWING INFORMATION SUPPLEMENTS INFORMATION PROVIDED ON PAGES 18-21 OF
THE PROSPECTUS UNDER THE HEADING "INVESTMENTS OF THE SERIES ACCOUNT - WRL SERIES
FUND, INC.":

   Effective January 2, 1998, the Fund will offer a new investment option. This
new option is the Third Avenue Value Portfolio ("Portfolio"). The investment
objective and policy of the Portfolio are summarized below. There is no
assurance that the Portfolio will achieve its stated objective. Also, effective
January 2, 1998, the Bond Portfolio will have a change of Sub-Adviser from Janus
Capital Corporation to AEGON USA Investment Management, Inc.; and the Bond and
C.A.S.E. Growth Portfolios will each have a change to their investment
objective. See the information below for details. For more detailed information,
including a description of risks, see the prospectus for the Fund, which should
be read carefully.

   THIRD AVENUE VALUE PORTFOLIO: This Portfolio seeks long-term capital
appreciation by investing primarily in a portfolio of equity securities of
well-financed companies believed to be priced below their private market values
and debt securities providing strong protective covenants and high, effective
yields. 

   EQSF Advisers, Inc. ("EQSF"), is sub-adviser to the Third Avenue Value
Portfolio of the Fund. EQSF is a New York corporation organized in 1988 and is
controlled by Martin J. Whitman. WRL Management and EQSF will divide equally
monthly compensation at the current 


<PAGE>


annual rate of 0.80% of the aggregate average daily net assets of the Third
Avenue Value Portfolio. EQSF's compensation will be reduced by 50% of the amount
paid by WRL Management on behalf of the Third Avenue Value Portfolio pursuant to
any expense limitation or other reimbursement.

   BOND PORTFOLIO: This Portfolio seeks the highest possible current income
within the confines of the primary goal of insuring the protection of capital by
investing at least 65% and usually a higher percentage of its assets in debt
securities issued by the U.S. Government and its agencies and instrumentalities
and in other medium to high-quality debt securities.

   AEGON USA Investment Management, Inc. ("AIMI") serves as sub-adviser to the
Balanced and Bond Portfolios of the Fund. AIMI is a wholly-owned subsidiary of
AEGON USA. WRL Management and AIMI will divide equally monthly compensation at
the current rate of 0.80% of the aggregate average daily net assets of the
Balanced Portfolio. WRL Management will receive monthly compensation at the
current annual rate of 0.45% and AIMI will receive 0.20% of the aggregate
average daily net assets of the Bond Portfolio. AIMI's compensation will be
reduced by 50% of the amount paid by WRL Management on behalf of the Balanced
and Bond Portfolios pursuant to any expense limitation or other reimbursement.

   C.A.S.E. GROWTH PORTFOLIO: This Portfolio seeks annual growth of capital
through investment in companies whose management, financial resources and
fundamentals appear attractive on a scale measured against each company's
present value.

THE FOLLOWING SENTENCE REPLACES THE FIRST SENTENCE IN THE FIRST PARAGRAPH ON
PAGE 21 OF THE PROSPECTUS UNDER THE HEADING "PAYMENT AND ALLOCATION OF PREMIUMS
- - ISSUANCE OF A POLICY":

   Effective January 1, 1998, individuals wishing to purchase a Policy must send
a completed application to Western Reserve, P.O. Box 628069, Orlando, Florida
32886 for Policies submitted by World Marketing Alliance distribution systems;
and to Western Reserve, P.O. Box 628078, Orlando, Florida 32886 for Policies
submitted by all other distribution systems, including ISI.

THE fOLLOWING PARAGRAPH IS ADDED FOLLOWING THE FIRST PARAGRAPH ON PAGE 22 OF THE
PROSPECTUS UNDER THE HEADING "PAYMENT OF PREMIUMS.":

   Payments must be sent to Western Reserve at the specified Post Office Box
listed above under "Payment and Allocation of Premiums - Issuance of a Policy,"
p. 22.

THE FOLLOWING INFORMATION REPLACES THE THIRD SENTENCE IN THE FIRST PARAGRAPH ON
PAGE 35 OF THE PROSPECTUS UNDER THE HEADING "MINIMUM GUARANTEED AND CURRENT
INTEREST RATES":

   Western Reserve has no specific formula for determining current interest
rates. Some of the factors that Western Reserve may consider, in its sole
discretion, in determining whether to credit interest in excess of 4% guaranteed
rate are: general economic trends, rates of return currently available and
anticipated on the company's investments, regulatory and tax requirements, and
competitive factors. The Fixed Account Value will not share in the investment
performance of the company's general account or any portion thereof.

THE FOLLOWING SENTENCE IS ADDED FOLLOWING THE FOURTH SENTENCE OF THE FIFTH
PARAGRAPH IN APPENDIX A - "ILLUSTRATION OF BENEFITS" ON PAGE 42 OF THE
PROSPECTUS:

   Also, in addition, because the Third Avenue Value Portfolio had not commenced
operations as of December 31, 1997, the estimated average annual Portfolio
expense level reflects estimated expenses for this Portfolio at 0.93% for 1998.

THE ATTACHED FINANCIALS SUPPLEMENT THE FINANCIAL STATEMENTS INCLUDED IN THE JULY
21, 1997 PROSPECTUS BOOKLET.
    

<PAGE>


                        WRL FINANCIAL FREEDOM BUILDER(SM)
                              INDIVIDUAL FLEXIBLE
                             PREMIUM VARIABLE LIFE
                               INSURANCE POLICY


                                   Issued by
                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                              201 Highland Avenue
                             Largo, Florida 33770
                                (800) 851-9777
                                (813) 585-6565


     The individual flexible premium variable life insurance policy ("Policy")
issued by Western Reserve Life Assurance Co. of Ohio ("Western Reserve") and
described in this Prospectus is designed to provide lifetime insurance
protection and maximum flexibility in connection with premium payments and
death benefits. A Policyowner may, subject to certain restrictions, vary the
timing and amount of premium payments and increase or decrease the level of
life insurance benefits payable under the Policy. This flexibility allows a
Policyowner to provide for changing insurance needs under a single life
insurance policy. The minimum Specified Amount for Issue Ages 0-45 is $50,000,
declining to $25,000 for Issue Ages 46 to 80.

     The Policy provides a death benefit payable at the Insured's death, and a
Net Surrender Value that can be obtained by completely or partially
surrendering the Policy. Net premiums are allocated according to the
Policyowner's directions among the Sub-Accounts of the WRL Series Life Account
("Series Account"), or to a fixed interest account ("Fixed Account"), or a
combination of both. With respect to amounts allocated to Sub-Accounts of the
Series Account, the amount of the death benefit may, and the Cash Value will,
vary to reflect both the investment experience of the Sub-Accounts and the
timing and amount of additional premium payments. However, as long as the
Policy remains In Force, Western Reserve guarantees that the death benefit will
never be less than the Specified Amount of the Policy. While additional premium
payments are not required under the Policy, additional premium payments may be
necessary to prevent Lapse if there is insufficient Net Surrender Value.

     The Policy provides a free-look period allowing the Policyowner to cancel
the Policy within 10 days after receipt. Certain states require a free-look
period longer than 10 days, either for all Policyowners or for certain classes
of Policyowners.

     The assets of each Sub-Account of the Series Account will be invested
solely in a corresponding Portfolio of the WRL Series Fund, Inc. (the "Fund").
The Prospectus for the Fund describes the investment objectives and the risks
of investing in the Portfolios of the Fund corresponding to the Sub-Accounts
currently available under the Policy. The Policyowner bears the entire
investment risk for all amounts allocated to the Series Account; there is no
guaranteed minimum Cash Value.

     It may not be to your advantage to replace existing insurance or
supplement an existing flexible premium variable life insurance policy with a
Policy described in this Prospectus.

     Please read this Prospectus and the Prospectus for the Fund carefully and
retain for future reference.

THE POLICY IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY
BANK OR DEPOSITORY INSTITUTION, AND THE POLICY IS NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY, AND INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL
AMOUNT INVESTED.

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESPERSON OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY THE CURRENT PROSPECTUS FOR
THE WRL SERIES FUND, INC. CERTAIN PORTFOLIOS MAY NOT BE AVAILABLE IN ALL
STATES. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
   

                           Prospectus Dated January 1, 1998
    
<PAGE>

                               TABLE OF CONTENTS




   
<TABLE>
<CAPTION>
                                              PAGE
                                              -----
<S>                                           <C>
DEFINITIONS .................................    1
INTRODUCTION   ..............................    3
INVESTMENT EXPERIENCE
INFORMATION .................................    7
 Rates of Return  ...........................    8
 Death Benefit, Cash Value and Net Surrender
     Value Illustrations   ..................    8
 Other Performance Data .....................   12
WESTERN RESERVE AND THE
SERIES ACCOUNT ..............................   13
 Western Reserve Life Assurance Co.
     of Ohio   ..............................   13
 The Series Account  ........................   13
POLICY BENEFITS   ...........................   13
 Death Benefit ..............................   13
 When Insurance Coverage Takes Effect  ......   16
 Cash Value .................................   17
INVESTMENTS OF THE SERIES
ACCOUNT  ....................................   18
 WRL Series Fund, Inc.  .....................   18
 Addition, Deletion, or Substitution
     of Investments  ........................   20
PAYMENT AND ALLOCATION OF
PREMIUMS ....................................   21
 Issuance of a Policy   .....................   21
 Premiums   .................................   21
 Allocation of Premiums and Cash Value ......   22
 Dollar Cost Averaging  .....................   23
 Asset Rebalancing Program ..................   24
 Policy Lapse and Reinstatement  ............   24
CHARGES AND DEDUCTIONS  .....................   25
 Premium Expense Charge .....................   25
 Surrender Charge ...........................   25
 Pro Rata Decrease Charge  ..................   26
 Cash Value Charges  ........................   27
 Optional Cash Value Charges  ...............   27
 Charges Against the Series Account .........   28
 Expenses of the Fund   .....................   28
 Group or Sponsored Policies  ...............   28
 Associate Policies  ........................   29
 Builder Plus Programsm .....................   29
POLICY RIGHTS  ..............................   30
 Loan Privileges  ...........................   30
 Surrender Privileges   .....................   30
 Examination of Policy Privilege
     ("Free-Look")   ........................   31
 Conversion Rights   ........................   32
 Benefits at Maturity   .....................   32
 Payment of Policy Benefits   ...............   32


                                              PAGE
                                              -----
<S>                                           <C>
GENERAL PROVISIONS   ........................   32
 Postponement of Payments  ..................   32
 The Contract  ..............................   33
 Suicide ....................................   33
 Incontestability ...........................   33
 Change of Owner or Beneficiary  ............   33
 Assignment .................................   33
 Misstatement of Age or Sex   ...............   33
 Reports and Records ........................   33
 Optional Insurance Benefits  ...............   33
 Terminal Illness Accelerated Death
     Benefit Rider   ........................   34
THE FIXED ACCOUNT ...........................   35
 Fixed Account Value ........................   35
 Minimum Guaranteed and Current
     Interest Rates  ........................   35
 Allocations, Transfers and Withdrawals   ...   36
DISTRIBUTION OF THE POLICIES  ...............   36
FEDERAL TAX MATTERS  ........................   36
 Introduction  ..............................   36
 Tax Charges   ..............................   36
 Tax Status of the Policy  ..................   36
 Tax Treatment of Policy Benefits   .........   37
 Employment-Related Benefit Plans   .........   39
SAFEKEEPING OF THE SERIES
ACCOUNT'S ASSETS  ...........................   39
VOTING RIGHTS OF THE SERIES
ACCOUNT  ....................................   39
STATE REGULATION OF WESTERN
RESERVE  ....................................   40
REINSURANCE .................................   40
EXECUTIVE OFFICERS AND DIRECTORS
OF WESTERN RESERVE   ........................   40
LEGAL MATTERS  ..............................   41
LEGAL PROCEEDINGS ...........................   41
EXPERTS  ....................................   41
ADDITIONAL INFORMATION  .....................   41
INFORMATION ABOUT
WESTERN RESERVE'S
FINANCIAL STATEMENTS ........................   41
APPENDIX A - ILLUSTRATION
OF BENEFITS .................................   42
APPENDIX B - LONG TERM
MARKET TRENDS  ..............................   45
INDEX TO FINANCIAL
STATEMENTS  .................................   47
APPENDIX C - SURRENDER CHARGE ...............   48
</TABLE>
    

              The Policy is not available in the State of New York

                                       i
<PAGE>

                                  DEFINITIONS

      ACCOUNTS -- Allocation options including the Fixed Account and
Sub-Accounts of the Series Account.

      ATTAINED AGE -- The Issue Age plus the number of completed Policy years.

      ANNIVERSARY -- The same day and month as the Policy Date for each
succeeding year the Policy remains In Force.

      BENEFICIARY -- The person or persons specified by the Owner as entitled
to receive the death benefit proceeds under the Policy.

CASH VALUE -- The sum of the values in each Sub-Account plus the Policy's value
in the Fixed Account.

      FIXED ACCOUNT -- An allocation option other than the Series Account. The
Fixed Account is part of Western Reserve's General Account.

      FUND -- WRL Series Fund, Inc., a registered management investment company
in which the assets of the Series Account are invested.

      GENERAL ACCOUNT -- The assets of Western Reserve other than those
allocated to the Series Account or any other separate account.

      IN FORCE -- Condition under which the coverage is active and the
Insured's life remains insured.

      INITIAL PREMIUM -- The amount which must be paid before coverage begins.

      INSURED -- The person upon whose life the Policy is issued.

      ISSUE AGE -- Issue Age refers to the age on the Insured's birthday
nearest the Policy Date.

      LAPSE -- Termination of the Policy at the end of the grace period.

      LOAN RESERVE -- A part of the Fixed Account to which amounts are
transferred as collateral for Policy loans.

      MATURITY DATE -- The date when coverage under the Policy will terminate
if the Insured is living and the Policy is In Force.

      MINIMUM MONTHLY GUARANTEE PREMIUM -- During the No Lapse Period, an
amount as shown on the Policy Schedule Page, used to determine whether a grace
period will begin whenever Net Surrender Value is insufficient to meet monthly
deductions for cost of insurance, the Policy Charge and any optional cash value
charges.

      MONTHLY ANNIVERSARY OR MONTHIVERSARY -- The same date in each succeeding
month as the Policy Date. For purposes of the Series Account, whenever the
Monthly Anniversary falls on a date other than a Valuation Date, the Monthly
Anniversary will be deemed to be the next Valuation Date.

      NET SURRENDER VALUE -- The amount payable upon surrender of the Policy
equal to the Cash Value as of the date of surrender, less any surrender charge,
and less any outstanding Policy loan, plus any unearned loan interest.

      NET PREMIUM -- The portion of the premium available for allocation to
either the Fixed Account or the Sub-Accounts of the Series Account equal to the
premium paid by the Policyowner less the applicable premium expense charges.

      NO LAPSE DATE -- The No Lapse Date as specified in the Policy, which, for
a Policy issued to an Insured at Issue Ages 0-60, is the lesser of the number
of years to Attained Age 65, or the twentieth Anniversary, and, for a Policy
issued to an Insured at Issue Ages 61-80, is the fifth Anniversary.

      NO LAPSE PERIOD -- The period of time between the Policy Date and the No
Lapse Date, during which the Policy will not Lapse if certain conditions are
met, even though Net Surrender Value is insufficient to meet the monthly
deductions.

      OFFICE -- The administrative office of Western Reserve whose mailing
address is P. O. Box 5068, Clearwater, Florida 34618-5068.

      PLANNED PERIODIC PREMIUM -- A scheduled premium of a level amount at a
fixed interval over a specified period of time.

      POLICY -- The flexible premium variable life insurance policy offered by
Western Reserve and described in this Prospectus.

      POLICY DATE -- The date set forth in the Policy when insurance coverage
is effective and monthly deductions commence under the Policy. The Policy Date
is used to determine Policy years and Policy Months. Policy Anniversaries are
measured from the Policy Date.

      POLICY MONTH -- A month beginning on the Monthly Anniversary.

      POLICYOWNER ("OWNER") -- The person who owns the Policy and who may
exercise all rights under the Policy while living.

      PORTFOLIO -- A separate investment portfolio of the Fund.

      RECORD DATE -- The date the Policy is recorded on the books of Western
Reserve as an In Force Policy.

      SERIES ACCOUNT -- WRL Series Life Account, a separate investment account
established by Western Reserve to receive and invest Net Premiums allocated
under the Policy.

      SPECIFIED AMOUNT -- The minimum death benefit payable under the Policy as
long as the Policy remains In Force. The death benefit proceeds will be reduced
by any outstanding indebtedness and any due and unpaid charges.


                                       1
<PAGE>

      SUB-ACCOUNT -- A sub-division of the Series Account. Each Sub-Account
invests exclusively in the shares of a specified Portfolio of the Fund.


      TERMINATION -- Condition when the Insured's life is no longer insured
under the coverage provided.

      VALUATION DATE -- Each day on which the New York Stock Exchange is open
for business.


      VALUATION PERIOD -- The period commencing at the end of one Valuation
Date and continuing to the end of the next succeeding Valuation Date.


                                       2
<PAGE>

                                 INTRODUCTION

 1. WHAT IS THE DIFFERENCE BETWEEN THE POLICY AND A CONVENTIONAL FIXED-BENEFIT
        LIFE INSURANCE POLICY?
     Like conventional fixed-benefit life insurance, as long as the Policy
          remains In Force, the Policy will provide: (1) the payment of a
          minimum death benefit to a Beneficiary upon the Insured's death; (2)
          the accumulation of Cash Value; and (3) surrender rights and Policy
          loan privileges.
            The Policy differs from conventional fixed-benefit life insurance
       by allowing Policyowners to allocate Net Premiums to one or more
       Sub-Accounts of the Series Account, or to the Fixed Account, or to a
       combination of both. Each Sub-Account invests in a designated Portfolio
       of the Fund. The amount and/  or duration of the life insurance coverage
       and the Cash Value of the Policy are not guaranteed and may increase or
       decrease depending upon the investment experience of the Sub-Accounts.
       Accordingly, the Policyowner bears the investment risk of any
       depreciation in value of the underlying assets of the Series Account but
       reaps the benefits of any appreciation in value. (See Allocation of
       Premiums and Cash Value - Allocation of Net Premiums, p. 22.) Unlike
       conventional fixed-benefit life insurance, a Policyowner also has the
       flexibility, subject to certain restrictions (see Premiums - Premium
       Limitations, p. 21), to vary the frequency and amount of premium
       payments and to decrease the Specified Amount. Thus, unlike conventional
       fixed-benefit life insurance, the Policy does not require a Policyowner
       to adhere to a fixed premium schedule. Moreover, the failure to pay a
       scheduled premium ("Planned Periodic Premium") will not itself cause the
       Policy to Lapse, although additional premium payments may be necessary
       to prevent Lapse if Net Surrender Value is insufficient to pay certain
       monthly charges, and a grace period expires without a sufficient
       payment. (See Policy Lapse and Reinstatement - Lapse, p. 24.)
 2. WHAT DEATH BENEFIT OPTIONS ARE AVAILABLE UNDER THE POLICY?

     The Policy provides the payment of benefits upon the death of the Insured.
          The Policy contains three death benefit options. Under Death Benefit
          Option A, the death benefit is the greater of the Specified Amount of
          the Policy, or a specified percentage times the Cash Value of the
          Policy on the date of death of the Insured. Under Death Benefit
          Option B, the death benefit is the greater of the Specified Amount of
          the Policy plus the Cash Value of the Policy on the date of death of
          the Insured, or a specified percentage times the Cash Value of the
          Policy on the date of death of the Insured. Under Death Benefit
          Option C, the death benefit is equal to the greater of the amount
          payable under Death Benefit Option A, or the Specified Amount times a
       factor equal to the lesser of 1.0, and four one-hundredths (.04) times
       the result of 95 minus the Insured's Attained Age at death, plus the
       Cash Value of the Policy as of the date of death of the Insured.
     As long as the Policy remains In Force, the minimum death benefit payable
          under any option will be the current Specified Amount. The amount of
          death benefit will be reduced by any outstanding indebtedness and any
          due and unpaid charges, and increased by any additional insurance
          benefits added by rider and any unearned loan interest. Under Western
          Reserve's current rules, the minimum Specified Amount for a Policy at
          issue for Issue Ages 0-45 is $50,000, declining to $25,000 for Issue
          Ages 46 to 80. The minimum Specified Amount will be set forth in the
          Policyowner's Policy. (See Policy Benefits - Death Benefit, p. 13.)
     Optional insurance benefits offered under the Policy include a Children's
          Insurance Rider; an Other Insured Rider; an Accidental Death Benefit
          Rider; a Disability Waiver Rider; a Disability Waiver and Monthly
          Income Rider; and Primary Insured Riders. (See Optional Cash Value
          Charges - Optional Insurance Benefits, p. 27.) The cost of these
          optional insurance benefits will be deducted from Cash Value as part
          of the monthly deduction. (See Charges and Deductions - Cash Value
          Charges, p. 26.)
     A Terminal Illness Accelerated Death Benefit Rider is automatically
          included with every Policy at no additional charge (as of the date of
          this Prospectus, Michigan, New Jersey, Pennsylvania and Vermont have
          not approved this rider). This rider makes a "Single Sum Benefit"
          available prior to the Insured's death if the Insured has incurred a
          condition resulting from illness which, as determined by a Physician,
          has reduced the Insured's life expectancy as defined in the rider.
          (See General Provisions  - Terminal Illness Accelerated Death Benefit
          Rider, p. 34.)
     Benefits under the Policy may be paid in a lump sum or under one of the
          settlement options set forth in the Policy. (See Payment of Policy
          Benefits - Settlement Options, p. 32.)
 3. HOW MAY THE AMOUNT OF THE DEATH BENEFIT AND CASH VALUE VARY?
     Under any of the death benefit options, as long as the Policy remains In
          Force, the death benefit will not be less than the current Specified
          Amount of the Policy. The amount of death benefit will be reduced by
          any outstanding policy loan, plus any unearned loan interest, and any
          due and unpaid charges. The death benefit may, however, exceed the
          Specified Amount under certain circumstances. The amount by which the
          death benefit exceeds the Specified Amount depends upon the option
          chosen and the Cash Value of the Policy. (See Policy Benefits - Death
          Benefit, p. 13.)
     The Policy's Cash Value in the Series Account will reflect the amount and
          frequency of premium


                                       3
<PAGE>

       payments, the investment experience of the chosen Sub-Accounts of the
       Series Account, any cash withdrawals, and any charges imposed in
       connection with the Policy. The entire investment risk for amounts
       allocated to the Sub-Accounts of the Series Account is borne by the
       Policyowner; Western Reserve does not guarantee a minimum Cash Value.
       (See Policy Benefits - Cash Value, p. 17.)
 4. WHAT FLEXIBILITY DOES A POLICYOWNER HAVE TO ADJUST THE AMOUNT OF THE DEATH
        BENEFIT?
     The Policyowner has significant flexibility to adjust the death benefit
          payable by changing the Death Benefit Option, by decreasing the
          Specified Amount of the Policy or by adding riders to increase the
          total death benefit payable. No such change or decrease may be made
          during the first three Policy years. The Policyowner may either
          change the Death Benefit Option or decrease the Specified Amount, but
          not both, only once each Policy year after the third Policy year.
          (See Policy Benefits - Change in Death Benefit Option, p. 15, and
          Death Benefit - Decrease in Specified Amount, p. 16.)
 5. WHAT FLEXIBILITY DOES A POLICYOWNER HAVE IN CONNECTION WITH PREMIUM
        PAYMENTS?
     A Policyowner has considerable flexibility concerning the amount and
          frequency of premium payments. Western Reserve will require the
          Policyowner to pay an Initial Premium, at least equal to a minimum
          monthly guarantee premium set forth in the Policy, before insurance
          coverage is In Force. Thereafter, a Policyowner may, subject to
          certain restrictions, make premium payments in any amount and at any
          frequency. (See Payment and Allocation of Premiums - Premiums, p.
          21.) Each Policyowner will also determine a Planned Periodic Premium
          schedule. The schedule will provide a premium payment of a level
          amount at a fixed interval over a specified period of time. The
          amount and frequency of Planned Periodic Premium payments will be set
          forth in the Policy. The amount and frequency of Planned Periodic
          Premium payments may be changed upon written request. (See Premiums -
          Planned Periodic Premiums, p. 21.)
 6. HOW LONG WILL THE POLICY REMAIN IN FORCE?
   
     The Policy will lapse only when Net Surrender Value is insufficient to pay
          the monthly deduction (see Charges and Deductions - Cash Value
          Charges, p. 27), and a grace period expires without a sufficient
          payment by the Policyowner. (See Loan Privileges - Indebtedness, p.
          33.) However, until the No Lapse Date as provided in the Policy, the
          Policy will remain In Force and no grace period will begin provided
          there has been no addition of any riders, the total premiums received
          (minus any withdrawals, any outstanding loans, and any pro rata
          Decrease Charge deducted from the Cash Value) equals or exceeds the
          Minimum Monthly Guarantee Premium shown in the Policy times the
          number of months since the Policy Date, including the current month.
          The Minimum Monthly Guarantee Premium is set forth in the Policy,
          unless changed due to a requested change under the Policy by the
          Policyowner, at which time the Policyowner will be notified of the
          new Minimum Monthly Guarantee Premium and its effective date. The
          Policy, therefore, differs in two important respects from a
          conventional life insurance policy. First, the failure to pay a
          Planned Periodic Premium will not automatically cause the Policy to
          lapse. Second, after the No Lapse Date, the Policy can lapse even if
          Planned Periodic Premiums or premiums in other amounts have been
          paid, if Net Surrender Value is insufficient to pay the monthly
          deduction, and a grace period expires without a sufficient payment.
          Such a Lapse could happen if the investment experience has been
          sufficiently unfavorable to have resulted in a decrease in the Net
          Surrender Value, or the Net Surrender Value has decreased because not
          enough premiums have been paid to offset the monthly deductions. If
          the Insured is alive and the Policy is In Force on the Maturity Date,
          which is the Insured's 95th birthday, the Policy will then terminate
          and no longer be In Force. Upon request, Western Reserve will extend
          the Maturity Date, as long as there appears to be no unfavorable tax
          consequences. The Net Surrender Value as of the Maturity Date will be
          paid to the Policyowner. (See Policy Rights - Benefits at Maturity,
          p. 32.)
    

 7. HOW ARE NET PREMIUMS ALLOCATED?

   
     The portion of the premium available for allocation ("Net Premium") equals
          the premium paid less the Premium Expense Charge. (See Charges and
          Deductions - Premium Expense Charge, p. 25.) The Policyowner
          initially determines the allocation of the Net Premium among the
          Sub-Accounts of the Series Account, each of which invests in shares
          of a designated Portfolio of the Fund, or to the Fixed Account, or a
          combination. Each Portfolio has a different investment objective.
          (See Investments of the Series Account - WRL Series Fund, Inc., p.
          18.) The allocation of future Net Premiums may be changed without
          charge at any time by providing Western Reserve with written
          notification from the Policyowner, or by calling Western Reserve's
       toll-free number, 1-800-851-9777. Western Reserve reserves the right to
       impose a charge of $25 for each change in allocation instructions in
       excess of one per Policy quarter.
    

 8. IS THERE A "FREE-LOOK" PERIOD?

     Yes, the Policy provides a free-look period. The Policyowner may cancel
          the Policy within 10 days after the Policyowner receives it. Certain
          states require a Free-Look period longer than 10 days, either for all
          Policyowners or for certain classes of Policyowners. In most states,
          Western Reserve will make a refund in accordance with a calculation
          described under Policy Rights - Examination of Policy Privilege
          ("Free-Look"), p. 31. In certain


                                       4
<PAGE>

       states, the refund will be the total of all premiums paid. (See Policy
       Rights - Examination of Policy Privilege, p. 31.)

 9. MAY THE POLICY BE SURRENDERED?

   
     Yes, the Policyowner may totally surrender the Policy at any time and
          receive the Net Surrender Value of the Policy. Subject to certain
          limitations, the Policyowner may also make cash withdrawals from the
          Policy at any time after the first Policy year and prior to the
          Maturity Date. (See Policy Rights - Surrender Privileges, p. 31.) If
          Death Benefit Option A is in effect, cash withdrawals will reduce the
          Policy's Specified Amount by the amount of the cash withdrawal.
    

10. WHAT IS THE LOAN PRIVILEGE?

     After the first Policy Anniversary, a Policyowner may obtain a Policy loan
          in any amount which is not greater than 90% of the Cash Value, less
          any surrender charge and any already outstanding loan. Western
          Reserve reserves the right to permit a Policy Loan prior to the first
          Policy Anniversary for Policies issued pursuant to a transfer of cash
          values from another life insurance policy, under Section 1035(a) of
          the Internal Revenue Code of 1986, as amended. It should be noted,
          however, that a loan taken from, or secured by, a Policy may be
          treated as a taxable distribution, and also may be subject to a
          penalty tax. (See Federal Tax Matters, p. 36.)

   
     The interest rate on a Policy loan is 5.2% payable annually in advance
          (equivalent to an effective annual rate of 5.5%). The requested loan
          amount, plus interest in advance, will be transferred from the
          Accounts to the Loan Reserve and credited at the end of each Policy
          year with guaranteed interest at a rate of 4% per year. Western
          Reserve may from time to time, and in its sole discretion, credit the
          Loan Reserve with additional interest at a rate higher than 4% per
          year. The Loan Reserve is currently credited with a rate higher than
          4% per year. The minimum loan amount is generally $500. (See Policy
          Rights - Loan Privileges, p. 30.) Upon repayment of a loan, amounts
          in the Loan Reserve in excess of the outstanding value of the loan
          are currently transferred to the Accounts in the same manner as Net
          Premium allocations; however, Western Reserve may in the future
          require these amounts to be transferred to the Fixed Account. (See
          The Fixed Account, p. 35.)
    

     There are risks involved in taking a Policy loan, including the potential
          for a Policy to lapse if anticipated earnings, taking into account
          any outstanding loans, are not achieved, as well as adverse tax
          consequences which occur if a Policy lapses with loans outstanding.
          (See Federal Tax Matters - Tax Treatment of Policy Benefits, p. 37.)

11. WHAT CHARGES ARE ASSESSED IN CONNECTION WITH THE POLICY?
   
     Certain charges are deducted from each premium. A Premium Expense Charge
          equal to 6.0% of the premiums paid through the end of the tenth
          Policy year is deducted to compensate Western Reserve for
          distribution expenses incurred in connection with the Policy and for
          state premium taxes. After the tenth Policy year, the Premium Expense
          Charge reduces to 2.5%. In addition, $3.00 per premium payment is
          deducted to compensate Western Reserve for costs associated with
          premium billing and collection. (See Charges and Deductions - Premium
          Expense Charge, p. 25.)
    
     A "surrender charge" is deducted if the Policy is surrendered during the
          first fifteen Policy years. The Surrender Charge imposed upon early
          surrender or a decrease in Specified Amount will be significant. As a
          result, you should purchase a Policy only if you have the financial
          capability to keep it In Force for a substantial period of time. The
          surrender charge is calculated by multiplying the Specified Amount as
          of the Policy Date by the Surrender Charge per $1,000 of Specified
          Amount as shown in the Policy for the Policy year during which
          surrender occurs. In addition, a pro rata Decrease Charge equal to a
          pro rata portion of the Surrender Charge will be calculated and
          charged to the Cash Value for any decreases in the Policy's Specified
          Amount which occur during the first fifteen Policy years. Any future
          Surrender Charges will be reduced proportionately according to the
          amount of any previous pro rata Decrease Charge. (See Charges and
          Deductions - Surrender Charge, p. 25 and Pro Rata Decrease Charge, p.
          26.)
   
       Cost of insurance charges and a current $5.00 monthly Policy Charge,
          guaranteed never to exceed $7.50, are deducted monthly from the Cash
          Value of each Policy to compensate Western Reserve for the cost of
          insurance and the cost of administering the Policy. Cost of insurance
          charges will vary with the Policy's Specified Amount, the death
          benefit Option chosen and the investment experience of the Portfolios
          in which the Policy is invested. (See Charges and Deductions - Cash
          Value Charges, p. 27.)
    
     Optional Cash Value charges are deducted from the Policy as a result of
          Policyowner changes or elections made to the Policy. Optional Cash
          Value charges include charges for: optional insurance benefits,
          certain Cash Value transfers and cash withdrawals. (See Charges and
          Deductions - Optional Cash Value Charges, p. 27.)
     Western Reserve charges the Sub-Accounts of the Series Account for the
          mortality and expense risks Western Reserve assumes. The charge is
          made daily at an effective annual rate of 0.90% of the average daily
          net assets of each Sub-Account of the Series Account. Western Reserve
          currently intends


                                       5
<PAGE>

   
       to reduce this charge to 0.75% after the first fifteen Policy years.
       However, such reduction is not guaranteed, and Western Reserve reserves
       the right to maintain this charge at the 0.90% level after the first
       fifteen Policy years. (See Charges and Deductions - Charges Against the
       Series Account, p. 28.)

     Each Sub-Account invests in a corresponding Portfolio of the Fund. Each
          Portfolio pays investment management fees based on a percentage of
          the Portfolio's average daily net assets. The annual management fees
          and other Fund expenses for the Portfolios are provided on p. 7,
          under the heading Fund Annual Expenses. Effective January 1, 1997,
          the Fund adopted a Plan of Distribution pursuant to Rule 12b-1 under
          the Investment Company Act of 1940, as amended (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 incurred with respect to any Portfolio
          during the fiscal year ending December 31, 1998. Prior to ISI seeking
          reimbursement, Policyowners will be notified in advance. In addition,
          the Portfolios incur certain operating expenses. (See Investments of
          the Series Account - WRL Series Fund, Inc., p. 18.)
    

     No charges are currently made from the Series Account for Federal or state
          income taxes. Should Western Reserve determine that such taxes may be
          imposed by Federal or state agencies, Western Reserve may make
          deductions from the Series Account to pay these taxes. (See Federal
          Tax Matters, p. 36.)

12. ARE TRANSFERS PERMITTED AMONG THE ACCOUNTS?

   
     Yes. A Policyowner may transfer Cash Value among the Sub-Accounts of the
          Series Account or from the Sub-Accounts to the Fixed Account.
          Transfers may also be made from the Fixed Account to the Sub-Accounts
          subject to certain restrictions. (See The Fixed Account -
          Allocations, Transfers and Withdrawals, p. 36.) Western Reserve
          reserves the right to charge a $25 fee for each transfer in excess of
          one per Policy month or twelve per Policy year. This charge will not
          be increased. (See Payment and Allocation of Premiums - Allocation of
          Premiums and Cash Value - Transfers, p. 23.)

13. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING A POLICY?
    
     At present, there is limited guidance for determining whether a Policy
          meets the requirements prescribed by tax legislation for tax
          treatment as a life insurance contract under Section 7702 of the
          Internal Revenue Code. With respect to a Policy that is issued on the
          basis of a rate class using Ultimate Select, non-tobacco use, Select,
          non-tobacco use, Ultimate Standard, tobacco use, Standard, tobacco
          use, while there is some uncertainty due to the limited guidance on
          Section 7702, Western Reserve nonetheless believes that a Policy
          should meet the Section 7702 definition of a life insurance contract.
          With respect to a Policy that is issued on a substandard rate class,
          there is less guidance to determine whether such a Policy meets the
          Section 7702 definition of a life insurance contract. Thus, it is not
          clear whether such a Policy would satisfy Section 7702, particularly
          if the Policyowner pays the full amount of premiums permitted under
          the Policy. If it is subsequently determined that a Policy does not
          qualify as a life insurance contract, Western Reserve will take
          whatever steps are appropriate and reasonable to attempt to have such
          a Policy comply with Section 7702. For these reasons, Western Reserve
          reserves the right to modify the Policy as necessary to attempt to
          qualify it as a life insurance contract under Section 7702. Assuming
          that a Policy qualifies as a life insurance contract for Federal
          income tax purposes, the death benefit paid under the Policy
          generally should be fully excludable from the gross income of the
          Beneficiary for Federal income tax purposes. Moreover, the Owner
          should not be deemed in constructive receipt of Cash Values under a
          Policy until there is a distribution from the Policy.
   
     A Policy may be treated as a "modified endowment contract" depending upon
          the amount of premiums paid in relation to the death benefit. (See
          Tax Treatment of Policy Benefits - Modified Endowment Contracts, p.
          38.) If the Policy is a modified endowment contract, then all
          pre-death distributions, including Policy loans and loans secured by
          a Policy, will be treated first as a distribution of taxable income
          to the extent of any gain and then as a return of basis or investment
          in the contract. In addition, prior to age 591/2 any distributions of
          gains generally will be subject to a 10% penalty tax.
    
     If the Policy is not a modified endowment contract, distributions
          generally will be treated first as a return of basis or investment in
          the contract and then as disbursing taxable income. Moreover, loans
          and loans secured by a Policy will not be treated as distributions.
          Finally, neither distributions nor loans from a Policy that is not a
          modified endowment contract are subject to the 10% penalty tax. For
          further elaboration on the tax consequences of a Policy, see Federal
          Tax Matters, p. 36.


                                       6
<PAGE>

FUND ANNUAL EXPENSES* (AS A % OF FUND AVERAGE NET ASSETS)



   
<TABLE>
<CAPTION>
                                             Aggressive    Emerging
                                               Growth      Growth      Growth      Global
                                              Portfolio   Portfolio   Portfolio   Portfolio
                                             ------------ ----------- ----------- -----------
<S>                                          <C>          <C>         <C>         <C>
Management Fees  ...........................   0.80%        0.80%       0.80%       0.80%
Other Expenses (after reimbursement)  ......   0.18%        0.14%       0.08%       0.19%
Total Fund Annual Expenses   ...............   0.98%        0.94%       0.88%       0.99%



<CAPTION>
                                                                         C.A.S.E.
                                              Balanced   Value Equity     Growth          Bond
                                             Portfolio    Portfolio**    Portfolio    Portfolio***
                                             ----------- -------------- ------------- -------------
<S>                                          <C>         <C>            <C>           <C>
Management Fees  ...........................   0.80%        0.80%             0.80%      0.50%
Other Expenses (after reimbursement)  ......   0.17%        0.20%             0.20%      0.14%
Total Fund Annual Expenses   ...............   0.97%        1.00%             1.00%      0.64%
</TABLE>
    


   
<TABLE>
<CAPTION>
                                              Strategic      Growth &     Money
                                             Total Return    Income      Market
                                              Portfolio     Portfolio   Portfolio
                                             -------------- ----------- -----------
<S>                                          <C>            <C>         <C>
Management Fees  ...........................    0.80%         0.75%       0.40%
Other Expenses (after reimbursement)  ......    0.11%         0.25%       0.12%
Total Fund Annual Expenses   ...............    0.91%         1.00%       0.52%



<CAPTION>
                                              Tactical                                    Third
                                               Asset      International                  Avenue
                                             Allocation      Equity       U.S. Equity     Value
                                              Portfolio    Portfolio**    Portfolio**   Portfolio
                                             ------------ --------------- ------------- ----------
<S>                                          <C>          <C>             <C>           <C>
Management Fees  ...........................   0.80%          1.00%          0.80%        0.80%
Other Expenses (after reimbursement)  ......   0.10%          0.30%          0.25%        0.13%
Total Fund Annual Expenses   ...............   0.90%          1.30%          1.05%        0.93%
</TABLE>
    

   
  * Effective January 1, 1997, the Fund 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 incurred with respect to any Portfolio
   during the fiscal year ending December 31, 1998. Prior to ISI seeking
   reimbursement, Policyowners will be notified in advance.
  ** Because the Value Equity Portfolio commenced operations on May 1, 1996 the
   "Other Expenses" and "Total Fund Annual Expenses" are annualized. Because
   the International Equity and U.S. Equity Portfolios commenced operations on
   January 2, 1997, and the Third Avenue Value Portfolio commenced operations
   on January 2, 1998, the percentages set forth as "Other Expenses" and
   "Total Fund Annual Expenses" are estimates.
 *** Effective January 1, 1998, the management fees for the Bond Portfolio will
   be reduced from 0.50% to 0.45% of the Portfolio's average daily net assets.
    


     The purpose of the preceding Table is to assist the Policyowner in
understanding the various costs and expenses that a Policyowner will bear
directly and indirectly. The Table reflects charges and expenses of the
Portfolios of the Fund for the fiscal year ended December 31, 1996, except that
the Management Fee for the Bond Portfolio reflects a reduction in fees
effective January 1, 1998, the "Other Expenses" and "Total Fund Annual
Expenses" for the Value Equity Portfolio are annualized and the "Other
Expenses" and "Total Fund Annual Expenses" for the International Equity, U.S.
Equity and Third Avenue Value Portfolios are estimates. Expenses of the Fund
may be higher or lower in the future. Certain states and other governmental
entities may impose a premium tax, which the Table does not include. For more
information on the charges described in this Table, see Charges And Deductions
on page 25 and the Fund Prospectus which accompanies this Prospectus.
     WRL Investment Management, Inc. ("WRL Management") has undertaken, until
at least April 30, 1998, to pay Fund expenses on behalf of the Portfolios to
the extent normal operating expenses of a Portfolio exceed a stated percentage
of each Portfolio's average daily net assets. The expense limitation for the
Aggressive Growth, Emerging Growth, Growth, Balanced, Strategic Total Return,
Growth & Income, Tactical Asset Allocation, Value Equity, Third Avenue Value
and C.A.S.E. Growth Portfolios is 1.00% of the average daily net assets; 0.70%
of the average daily net assets of the Bond and Money Market Portfolios; 1.50%
of the average daily net assets of the International Equity Portfolio; and
1.30% of the average daily net assets of the U.S. Equity Portfolio. In 1996,
Western Reserve, the Fund's Investment Adviser prior to January 1, 1997,
reimbursed the Value Equity Portfolio in the amount of $13,672, and the
C.A.S.E. Growth Portfolio in the amount of $73,269. Without such reimbursement,
the total annual Fund expenses during 1996 for the Value Equity Portfolio and
the C.A.S.E. Growth Portfolio would have been 1.03% and 1.64%, respectively.
See the Fund's Prospectus for a description of the expense limitation
applicable to each Portfolio.
    

                       INVESTMENT EXPERIENCE INFORMATION
      THE INFORMATION PROVIDED IN THIS SECTION SHOWS THE HISTORICAL INVESTMENT
EXPERIENCE OF THE FUND AND HYPOTHETICAL ILLUSTRATIONS OF THE POLICY BASED ON
THE HISTORICAL INVESTMENT EXPERIENCE OF THE FUND. IT DOES NOT REPRESENT OR
PROJECT FUTURE INVESTMENT PERFORMANCE.
   
      The Policies became available for sale in 1997. The Series Account and
the Fund commenced operations on October 2, 1986. The rates of return shown
below depict the actual investment experience of each Portfolio of the Fund for
the periods shown. The illustrations of death benefits, Cash Values and Net
Surrender Values shown below depict these Policy features for a hypothetical
Policy as if it had been purchased on January 1, 1987 by an Insured in the age
and risk classes indicated, based on the historical investment experience of
the Portfolio indicated since January 1 of the year following a Portfolio's
inception. The actual rate of return for each Portfolio in each calendar year
was assumed to be uniformly earned throughout that year. The actual performance
of the Portfolios, however, has and will vary throughout the year.
    


                                       7
<PAGE>

RATES OF RETURN
      The rates of return shown below are based on the actual investment
performance, as described above, after the deduction of investment management
fees and direct Fund expenses, of the Portfolios of the Fund. The rates are
average annual compounded rates of return for the periods ended on December 31,
1996. (See Investments of the Series Account - WRL Series Fund, Inc., p. 18.)
   
      These rates of return do not reflect the annual charge against the assets
of the Series Account of 0.90% for mortality and expense risks. These rates of
return also do not reflect the charges deducted from premiums, monthly
deductions from Cash Value, or surrender charges. (See Charges and Deductions -
Premium Expense Charge, p. 25; Surrender Charge, p. 25; and Cash Value Charges,
p. 27.) Accordingly, these rates of return do not illustrate how actual
investment performance will affect benefits under the Policies. (See, however,
Death Benefit, Cash Value and Net Surrender Value Illustrations, below.)
Moreover, these rates of return are not an estimate, projection or guarantee of
future performance.
      Also shown are comparable figures for the unmanaged Standard & Poor's
Index of 500 Common Stocks ("S&P 500"), a widely used measure of stock market
performance. As an unmanaged index, the S&P 500 does not reflect any deduction
for the expenses of operating and managing an investment portfolio.
    
                   AVERAGE ANNUAL COMPOUNDED RATES OF RETURN
                  FOR THE PERIODS ENDED ON DECEMBER 31, 1996


<TABLE>
<CAPTION>
Fund Portfolio           Inception*    5 Years  3 Years      1 Year
- ------------------------ ------------ --------- ----------- -----------
<S>                      <C>          <C>       <C>         <C>
Growth                   17.66%          11.11% 16.75%      17.96%
Global                   20.82%             N/A 16.37%      27.74%
Bond                      7.63%           6.77%  4.65%       0.14%
Money Market              4.98%           4.99%  3.86%       5.03%
Emerging Growth          20.04%             N/A 17.37%      18.88%
Strategic Total Return   13.36%             N/A 12.55%      15.00%
Aggressive Growth        15.50%             N/A     N/A     10.45%
Balanced                  8.19%             N/A     N/A     10.72%
Growth & Income          10.69%             N/A     N/A     11.64%
Tactical Asset
   Allocation            17.27%             N/A     N/A     14.42%
C.A.S.E Growth           23.22%             N/A     N/A     17.50%
Value Equity             13.19%             N/A     N/A         N/A
S&P 500                  15.46%          15.22% 19.68%      22.96%
</TABLE>

* The Growth, Bond and Money Market Portfolios of the Fund commenced operations
   on October 2, 1986. The Global Portfolio commenced operations on December
   3, 1992. The Emerging Growth and Strategic Total Return Portfolios
   commenced operations on March 1, 1993. The Aggressive Growth, Balanced and
   Growth & Income Portfolios commenced operations on March 1, 1994. The
   Tactical Asset Allocation Portfolio commenced operations on January 3,
   1995. The C.A.S.E. Growth Portfolio commenced operations on May 1, 1995.
   The Value Equity Portfolio commenced operations on May 1, 1996. The S&P 500
   returns are based on an inception date of October 2, 1986.


   
Because the U.S. Equity, International Equity and Third Avenue Value Portfolios
had not yet commenced operations as of December 31, 1996, the above chart does
not reflect rates of return for these Portfolios.
    

      Additional information regarding the investment performance of the
Portfolios of the Fund appears in the attached Prospectus for the Portfolios of
the Fund.


DEATH BENEFIT, CASH VALUE AND NET SURRENDER VALUE ILLUSTRATIONS

   
      In order to demonstrate how the actual investment experience of the
Portfolios will affect the Option A death benefits, the Policy Cash Value and
the Net Surrender Value, the following hypothetical illustrations are based on
the actual investment experience of each Portfolio. The actual rate of return
in each calendar year was assumed to be uniformly earned throughout that year.
The actual performance of the Portfolios, however, has and will vary throughout
the year, resulting in variable monthly deductions from Cash Value that could
affect performance. These illustrations do not represent what may happen in the
future.

      For each Portfolio, the illustrations show Option A based on the payment
of annual premiums of $2,000 at the beginning of each Policy year, and a
Specified Amount of $165,000 for a male age 35. The illustrations assume that
the Insured is placed in Western Reserve's Ultimate Select, non-tobacco use,
underwriting rate class. (See Cash Value Charges - Cost of Insurance, p. 27.)
The illustrations also assume that the Policy's entire Cash Value is allocated
to the Sub-Account corresponding to the Portfolio shown. These illustrated
values would be different if the Policyowner had chosen Death Benefit Option B
or C.

      The amounts shown for death benefits, Cash Values and Net Surrender
Values take into account all charges and deductions from the Policy, the Series
Account and the Fund (see Charges and Deductions - Premium Expense Charge, p.
25, Charges Against the Series Account, p. 28, and Investments of the Series
Account - WRL Series Fund, Inc., p. 18).
    

      For each Portfolio of the Fund, one illustration is based on the
guaranteed cost of insurance rates, while the other illustration is based on
the current cost of insurance rates. These examples of Policy performance are
for the specific age, sex, rate class, premium payment pattern and Policy set
forth above. The amount and timing of premium payments would affect individual
Policy benefits as would any withdrawals or loans.

   
      This Prospectus also contains illustrations based on hypothetical rates
of return. See Appendix A, pages 42-44.
    

      The following example shows how the hypothetical net return of the Growth
Portfolio of the Fund would have affected benefits for a Policy dated January
1, 1987. This example assumes that the Net Premiums and related Cash Values
were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.


                                       8
<PAGE>

                               GROWTH PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1988  ..............................  $ 1,753      $ 1,728       $     0      $     0
1989* ..............................    3,851        3,792         1,290        1,231
1990* ..............................    8,090        7,957         5,530        5,397
1991* ..............................    9,356        9,181         6,796        6,620
1992* ..............................   17,476       17,133        14,915       14,572
1993* ..............................   19,276       18,878        16,971       16,573
1994* ..............................   21,289       20,827        19,240       18,778
1995* ..............................   20,672       20,197        18,879       18,404
1996* ..............................   32,641       31,888        31,105       30,351
1997* ..............................   39,657       38,740        38,376       37,459
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
   previous Policy years.


     The following example shows how the hypothetical net return of the Bond
Portfolio of the Fund would have affected benefits for a Policy dated January
1, 1987. This example assumes that Net Premiums and related Cash Values were in
the Sub-Account for the entire period and that the values were determined on
the first Valuation Date following January 1st of each year.

                                BOND PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates



<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1988  ..............................  $ 1,479      $ 1,457       $     0      $     0
1989* ..............................    3,230        3,176           669          615
1990* ..............................    5,506        5,405         2,945        2,844
1991* ..............................    7,492        7,336         4,931        4,775
1992* ..............................   10,500       10,265         7,940        7,705
1993* ..............................   12,899       12,593        10,595       10,288
1994* ..............................   16,010       15,611        13,962       13,562
1995* ..............................   16,202       15,774        14,410       13,982
1996* ..............................   21,595       20,021        20,059       19,485
1997* ..............................   22,700       22,093        21,420       20,813
</TABLE>

*  For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

                                       9
<PAGE>

     The following example shows how the hypothetical net return of the Money
Market Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1987. This example assumes that Net Premiums and related Cash Values
were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.
                            MONEY MARKET PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1988  ..............................  $ 1,654      $ 1,631       $     0      $     0
1989* ..............................    3,394        3,339           833          778
1990* ..............................    5,313        5,216         2,752        2,655
1991* ..............................    7,315        7,163         4,754        4,602
1992* ..............................    9,238        9,028         6,677        6,467
1993* ..............................   11,000       10,732         8,695        8,428
1994* ..............................   12,690       12,361        10,642       10,313
1995* ..............................   14,546       14,146        12,753       12,354
1996* ..............................   16,713       16,247        15,177       14,711
1997* ..............................   18,883       18,355        17,603       17,075
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
   previous Policy years.


   
     The following example shows how the hypothetical net return of the Global
Portfolio of the Fund would have affected benefits for a Policy dated January
1, 1993. This example assumes that Net Premiums and related Cash Values were in
the Sub-Account for the entire period and that the values were determined on
the first Valuation Date following January 1st of each year.
    

                               GLOBAL PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1994  ..............................  $ 2,142       $2,116        $    0      $    0
1995* ..............................    3,690        3,635         1,130       1,074
1996* ..............................    6,454        6,346         3,894       3,785
1997* ..............................   10,016        9,828         7,455       7,267
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
   previous Policy years.


     The following example shows how the hypothetical net return of the
Emerging Growth Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1994. This example assumes that Net Premiums and related Cash
Values were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

                           EMERGING GROWTH PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1995  ..............................   $1,432       $1,410        $    0      $    0
1996* ..............................    4,466        4,398         1,905       1,837
1997* ..............................    7,041        6,922         4,480       4,361
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

                                       10
<PAGE>

     The following example shows how the hypothetical net return of the
Strategic Total Return Portfolio of the Fund would have affected benefits for a
Policy dated January 1, 1994. This example assumes that Net Premiums and
related Cash Values were in the Sub-Account for the entire period and that the
values were determined on the first Valuation Date following January 1st of
each year.
                       STRATEGIC TOTAL RETURN PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1995  ..............................   $1,550       $1,527        $    0      $    0
1996* ..............................    3,902        3,841         1,341       1,280
1997* ..............................    6,164        6,057         3,604       3,496
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
   previous Policy years.


     The following example shows how the hypothetical net return of the
Aggressive Growth Portfolio of the Fund would have affected benefits for a
Policy dated January 1, 1995. This example assumes that Net Premiums and
related Cash Values were in the Sub-Account for the entire period and that the
values were determined on the first Valuation Date following January 1st of
each year.
                          AGGRESSIVE GROWTH PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1996  ..............................   $2,238       $2,211        $    0      $    0
1997* ..............................    4,131        4,071         1,570       1,510
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
   previous Policy years.


     The following example shows how the hypothetical net return of the
Balanced Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1995. This example assumes that Net Premiums and related Cash Values
were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.
                              BALANCED PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                            Cash Value            Net Surrender Value
                                     ------------------------   -----------------------
Policy Anniversary on January 1 of   Current     Guaranteed     Current     Guaranteed
- ------------------------------------ ---------   ------------   ---------   -----------
<S>                                  <C>         <C>            <C>         <C>
1996  ..............................   $1,896       $1,871        $    0      $    0
1997* ..............................    3,769        3,711         1,208       1,150
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
previous Policy years.

                                       11
<PAGE>

     The following example shows how the hypothetical net return of the Growth
& Income Portfolio of the Fund would have affected benefits for a Policy dated
January 1, 1995. This example assumes that Net Premiums and related Cash Values
were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.

                           GROWTH & INCOME PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                              Cash Value            Net Surrender Value
                                       ------------------------   -----------------------
Policy Anniversary on January 1 of     Current     Guaranteed     Current     Guaranteed
- ------------------------------------   ---------   ------------   ---------   -----------
<S>                                    <C>         <C>            <C>         <C>
1996  ..............................     $1,986       $1,971        $  707      $  692
1997* ..............................      3,859        3,828         2,495       2,464
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
   previous Policy years.


     The following example shows how the hypothetical net return of the
Tactical Asset Allocation Portfolio of the Fund would have affected benefits
for a Policy dated January 1, 1995. This example assumes that Net Premiums and
related Cash Values were in the Sub-Account for the entire period and that the
values were determined on the first Valuation Date following January 1st of
each year.

                      TACTICAL ASSET ALLOCATION PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                              Cash Value            Net Surrender Value
                                       ------------------------   -----------------------
Policy Anniversary on January 1 of     Current     Guaranteed     Current     Guaranteed
- ------------------------------------   ---------   ------------   ---------   -----------
<S>                                    <C>         <C>            <C>         <C>
1996  ..............................     $1,912       $1,887        $    0      $    0
1997* ..............................      3,913        3,854         1,352       1,293
</TABLE>

* For each year shown, benefits and values reflect only premiums paid during
   previous Policy years.


   
     The following example shows how the hypothetical net return of the
C.A.S.E. Growth Portfolio of the Fund would have affected benefits for a Policy
dated January 1, 1996. This example assumes that Net Premiums and related Cash
Values were in the Sub-Account for the entire period and that the values were
determined on the first Valuation Date following January 1st of each year.
    


                           C.A.S.E. GROWTH PORTFOLIO
                   Male, Issue Age 35, $2,000 Annual Premium
               ($165,000 Specified Amount, Ultimate Select Risk)
                             Death Benefit Option A
              Both Current and Guaranteed Cost of Insurance Rates


<TABLE>
<CAPTION>
                                              Cash Value            Net Surrender Value
                                       ------------------------   -----------------------
Policy Anniversary on January 1 of     Current     Guaranteed     Current     Guaranteed
- ------------------------------------   ---------   ------------   ---------   -----------
<S>                                    <C>         <C>            <C>         <C>
1997  ..............................     $1,826       $1,801         $0           $0
</TABLE>

   
     Because the Value Equity Portfolio commenced operations on May 1, 1996 and
the U.S. Equity, International Equity and Third Avenue Value Portfolios had not
yet commenced operations as of December 31, 1996, there are no hypothetical
illustrations for these Portfolios.
    

OTHER PERFORMANCE DATA

      Western Reserve may compare the performance of each Sub-Account in
advertising and sales literature to the performance of other variable life
issuers in general, or to the performance of particular types of variable life
insurance policies investing in mutual funds, or investment series of mutual
funds, with investment objectives similar to each of the Sub-Accounts whose
performance is reported by Lipper Analytical Services, Inc. ("Lipper") and
Morningstar, Inc. ("Morningstar") or reported by other services, companies,
individuals or other industry or financial publications of general interest,
such as FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK, BARRON'S,
KIPLINGER'S PERSONAL FINANCE and FORTUNE.


                                       12
<PAGE>

Lipper and Morningstar are widely used independent research services which
monitor and rank the performance of variable life insurance policies in each of
the major categories of investment objectives on an industry-wide basis.

      Lipper's and Morningstar's rankings include variable annuity contracts as
well as variable life insurance policies. The performance analyses prepared by
Lipper and Morningstar rank such policies and contracts on the basis of total
return, assuming reinvestment of distributions, but do not take sales charges,
redemption fees or certain expense deductions at the separate account level
into consideration.

      Western Reserve may also compare the performance of each Sub-Account in
advertising and sales literature to the Standard & Poor's Index of 500 Common
Stocks, a widely used measure of stock market performance, or other widely
recognized indices. Unmanaged indices may assume the reinvestment of dividends,
but usually do not reflect any "deduction" for the expense of operating or
managing an investment portfolio.

      In addition, Western Reserve may, as appropriate, compare each
Sub-Account's performance to that of other types of investments such as
certificates of deposit, savings accounts and U.S. Treasuries, or to certain
interest rate and inflation indices, such as the Consumer Price Index, which is
published by the U.S. Department of Labor and measures the average change in
prices over time of a fixed "market basket" of certain specified goods and
services. Similar comparisons of Sub-Account performance may also be made with
appropriate indices measuring the performance of a defined group of securities
widely recognized by investors as representing a particular segment of the
securities markets. For example, Sub-Account performance may be compared with
Donoghue Money Market Institutional Average (money market rates), Lehman
Brothers Corporate Bond Index (corporate bond interest rates) or Lehman
Brothers Government Bond Index (long-term U.S. Government obligation interest
rates).

                    WESTERN RESERVE AND THE SERIES ACCOUNT

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
   
      Western Reserve was originally incorporated under the laws of Ohio on
October 1, 1957. Western Reserve is engaged in the business of writing life
insurance policies and annuity contracts. Western Reserve is admitted to do
business in 49 states and the District of Columbia. The Office of Western
Reserve is located in Largo, Florida; however, the mailing address is P.O. Box
5068, Clearwater, FL 34618-5068. Western Reserve is a wholly-owned subsidiary
of First AUSA Life Insurance Company ("First AUSA"), a stock life insurance
company which is wholly-owned by AEGON USA, Inc. ("AEGON USA"). AEGON USA is a
financial services holding company whose primary emphasis is on life and health
insurance and annuity and investment products. AEGON USA is a wholly-owned
indirect subsidiary of AEGON nv, a Netherlands corporation, which is a publicly
traded international insurance group.
    

      PUBLISHED RATINGS OF WESTERN RESERVE.   Western Reserve may from time to
time publish in advertisements, sales literature and reports to Policyowners,
the ratings and other information assigned to it by one or more independent
rating organizations such as A.M. Best Company ("A.M. Best"), Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Insurance Rating Services
("Standard & Poor's"), and Duff & Phelps Credit Rating Co. ("Duff & Phelps").
A.M. Best's and Moody's ratings reflect their current opinion of the relative
financial strength and operating performance of an insurance company in
comparison to the norms of the life/health insurance industry. Standard &
Poor's and Duff & Phelps provide ratings which measure the claims-paying
ability of insurance companies. These ratings are opinions of an operating
insurance company's financial capacity to meet the obligations of its insurance
policies in accordance with their terms. Claims-paying ability ratings do not
refer to an insurer's ability to meet non-policy obligations (I.E.,
debt/commercial paper).

THE SERIES ACCOUNT

      WRL Series Life Account ("Series Account") was established by Western
Reserve as a separate account on July 16, 1985. The Series Account meets the
definition of a "separate account" under the Federal securities laws. The
Series Account will receive and invest the Net Premiums paid under this Policy
and other flexible premium variable life insurance policies issued by Western
Reserve.

      Although the assets of the Series Account are the property of Western
Reserve, the Code of Ohio, under which the Series Account was established,
provides that the assets in the Series Account attributable to the Policies are
not chargeable with liabilities arising out of any other business which Western
Reserve may conduct. The assets of the Series Account shall, however, be
available to cover the liabilities of the General Account of Western Reserve to
the extent that the Series Account's assets exceed its liabilities arising
under the Policies supported by it.
   
      The Series Account is currently divided into fifteen Sub-Accounts. Each
Sub-Account invests exclusively in shares of a single Portfolio of the Fund.
Income and both realized and unrealized gains or losses from the assets of each
Sub-Account of the Series Account are credited to or charged against that
Sub-Account without regard to income, gains or losses from any other
Sub-Account of the Series Account or arising out of any other business Western
Reserve may conduct.
    

                                POLICY BENEFITS

DEATH BENEFIT

      Policyowners designate in the initial application one of three death
benefit options offered under the Policy: Death Benefit Option A ("Option A"),
Death Benefit Option B ("Option B") and Death Benefit Option C


                                       13
<PAGE>

("Option C"). As long as the Policy remains In Force, (see Policy Lapse and
Reinstatement - Lapse, p. 24), Western Reserve will, upon receiving due proof
of the Insured's death, pay the death benefit proceeds of a Policy to the named
Beneficiary in accordance with the designated death benefit option. The amount
of the death benefit proceeds payable will be determined at the end of the
Valuation Period during which the Insured dies. The proceeds may be paid in a
lump sum or under one or more of the settlement options set forth in the
Policy. (See Payment of Policy Benefits - Settlement Options, p. 32.) Western
Reserve guarantees that as long as the Policy remains In Force (see Policy
Lapse and Reinstatement - Lapse, p. 24), the death benefit proceeds under any
option will never be less than the Specified Amount of the Policy, but the
proceeds will be reduced by any outstanding indebtedness and any due and unpaid
charges. These proceeds will be increased by any additional insurance In Force
provided by rider and any unearned loan interest.


      OPTION A.   The death benefit is the greater of (i) the Specified Amount
of the Policy, or (ii) a specified percentage (the "limitation percentage")
times the Cash Value of the Policy on the date of death of the Insured. The
limitation percentage is 250% for an Insured age 40 or below on the Policy
Anniversary prior to the date of death. For an Insured with an Attained Age
over 40 on a Policy Anniversary, the percentage declines as shown in the
following Limitation Percentage Table. Accordingly, under Option A the death
benefit will remain level unless the limitation percentage times the Cash Value
exceeds the Specified Amount, in which case the amount of the death benefit
will vary as the Cash Value varies.


      ILLUSTRATION OF OPTION A.   For purposes of this illustration, assume
that the Insured's Attained Age is under 40 and that there is no outstanding
indebtedness. Under Option A, a Policy with a $50,000 Specified Amount will
generally pay $50,000 in death benefits. However, because the death benefit
must be equal to or be greater than 250% of Cash Value, any time the Cash Value
of the Policy exceeds $20,000, the death benefit will exceed the $50,000
Specified Amount. Each additional dollar added to the Cash Value above $20,000
will increase the death benefit by $2.50.


      Similarly, so long as the Cash Value exceeds $20,000, each dollar taken
out of the Cash Value will reduce the death benefit by $2.50. If at any time,
however, the Cash Value multiplied by the limitation percentage is less than
the Specified Amount, the death benefit will equal the Specified Amount of the
Policy.

                          LIMITATION PERCENTAGE TABLE


    ATTAINED AGE                      PER YEAR
      OF INSURED            LESS      OVER AGE
- -----------------           ------    --------
under 40  ......   250%
41 - 45   ......   250%       7%        40
46 - 50   ......   215%       6%        45
51 - 55   ......   185%       7%        50
56 - 60   ......   150%       4%        55
61 - 65   ......   130%       2%        60
66 - 70   ......   120%       1%        65
71 - 75   ......   115%       2%        70
76 - 90   ......   105%       0%        75
91 - 95   ......   105%       1%        90

      OPTION B.   The death benefit is equal to the greater of (i) the
Specified Amount plus the Cash Value of the Policy on the date of death of the
Insured or (ii) the limitation percentage times the Cash Value of the Policy on
the date of death of the Insured. The applicable percentage is 250% for an
Insured age 40 or below on the Policy Anniversary prior to the date of death.
For Insureds with an Attained Age over 40 on a Policy Anniversary, the
percentage declines as shown in the Limitation Percentage Table above.
Accordingly, under Option B the amount of the death benefit will always vary as
the Cash Value varies.

      ILLUSTRATION OF OPTION B.   For purposes of this illustration, assume
that the Insured is under the age of 40 and that there is no outstanding
indebtedness. Under Option B, a Policy with a Specified Amount of $50,000 will
generally pay a death benefit of $50,000 plus Cash Value. Thus, for example, a
Policy with a Cash Value of $10,000 will have a death benefit of $60,000
($50,000 + $10,000). The death benefit, however, must be at least 250% of Cash
Value. As a result, if the Cash Value of the Policy exceeds $33,333, the death
benefit will be greater than the Specified Amount plus Cash Value. Each
additional dollar of Cash Value above $33,333 will increase the death benefit
by $2.50.

      Similarly, any time Cash Value exceeds $33,333, each dollar taken out of
Cash Value will reduce the death benefit by $2.50. If at any time, however,
Cash Value multiplied by the limitation percentage is less than the Specified
Amount plus the Cash Value, then the death benefit will be the Specified Amount
plus the Cash Value of the Policy.

      OPTION C.   The death benefit is equal to the greater of (i) the Option A
death benefit; or (ii) the Specified Amount times a "Factor", plus the Cash
Value of the Policy on the Insured's date of death. The "Factor" is equal to
the lesser of 1.0, and, four one-hundreths (0.04)


                                       14
<PAGE>

times the difference of 95 minus the Insured's Attained Age on the date of
death.

      Accordingly, under Option C the amount of the death benefit will vary as
the Cash Value and the Insured's Attained Age varies.

      THREE ILLUSTRATIONS OF OPTION C.

      First illustration: assume that the Insured is under the age of 40 and
that there is no outstanding indebtedness. Under Option C, a Policy with a
Specified Amount of $50,000 and with a Cash Value of $10,000 will have a death
benefit of $60,000 ($50,000 x the minimum of (1.0 and (0.04 x (95-40))) +
$10,000). So long as the Insured is under age 71, this benefit is the same as
the Option B benefit.

      Second illustration: assume that the Insured is Attained Age 75 and that
there is no outstanding indebtedness. Under Option C, a Policy with a Specified
Amount of $50,000 and with a Cash Value of $12,000 will have a death benefit of
$52,000 ($50,000 x the minimum of (1.0 and (0.04 x (95 - 75))) + $12,000). The
death benefit, however, must be at least 105% of Cash Value as shown in the
Limitation Percentage Table above.

      Third illustration: assume that the Insured is Attained Age 75 and that
there is no outstanding indebtedness. Under Option C, a Policy with a Specified
Amount of $50,000 and with a Cash Value of $9,000 will have a death benefit
equal to the Specified Amount of $50,000 since the calculation of $50,000 times
the minimum of (1.0 and (0.04 x (95 - 75))) plus $9,000 is less than the
Specified Amount.

      CHOOSING DEATH BENEFIT OPTION A, OPTION B OR OPTION C. Assuming the death
benefit is not determined by reference to the limitation percentage, Option A
will provide a Specified Amount of death benefit which does not vary with
changes in Cash Value. Thus, under Option A, as Cash Value increases, Western
Reserve's net amount at risk and therefore the pure insurance protection under
the Policy will decline. In contrast, Option B involves a constant net amount
at risk, assuming that the death benefit is not determined by reference to the
limitation percentage. Therefore, assuming positive investment experience, the
deduction for cost of insurance under a Policy with an Option A death benefit
will be less than under a corresponding Policy with an Option B death benefit.
Option C involves a constant net amount at risk at Attained Ages 70 or less,
assuming that the death benefit is not determined by reference to the
limitation percentage. At Attained Ages greater than 70, the net amount at risk
under Option C will decline, assuming that the death benefit is not determined
by reference to the limitation percentage.

      Assuming positive investment experience, the deduction for cost of
insurance under a Policy with an Option C death benefit will ultimately be less
than under a Policy with an Option B death benefit. Because of this, if
investment performance is positive, Cash Value under Option A will increase
faster than under Option B or Option C, but the total death benefit under
Option B and Option C will generally be greater. Thus, Option A could be
considered more suitable for Policyowners whose goal is increasing Cash Value
based upon positive investment experience while Option B could be considered
more suitable for Policyowners whose goal is increasing total death benefit,
and Option C could be considered more suitable for Policyowners whose goal is
increasing total death benefit prior to Attained Age 70 and increasing Cash
Value based upon positive investment experience after Attained Age 70.

      CHANGE IN DEATH BENEFIT OPTION.   Generally, the death benefit Option in
effect may be changed by the Policyowner once each Policy year after the third
Policy year, provided that no decrease in Specified Amount is made that year. A
change in the Option may be made by sending Western Reserve a written request
for change. A change in death benefit Option may have Federal income tax
consequences. (See Federal Tax Matters, p. 36.)

      Under Western Reserve's current rules, no change may be made if it would
result in a Specified Amount less than the minimum Specified Amount set forth
in the Policy. The effective date of any change will be the Monthly Anniversary
on or following receipt of the request. No charges will be imposed for making a
change in death benefit option.

      On the effective date of change to a new Option the Specified Amount will
be adjusted so that the Monthly Cost of Insurance on the effective date of
change under the new Option will be equal to the Monthly Cost of Insurance that
would have been deducted on that date under the prior Option. Upon such change,
the Policyowner will be notified by Western Reserve of the new Specified
Amount.

   
      CORRIDOR PERCENTAGE.   If, pursuant to requirements of the Internal
Revenue Code of 1986, as amended, the death benefit under a Policy is
determined by reference to the limitation percentages discussed above, the
Policy is described as "in the corridor," and an increase in the Cash Value of
the Policy will increase the net amount at risk assumed by Western Reserve and
consequently increase the cost of insurance deducted from the Cash Value of the
Policy. (See Cash Value Charges - Cost of Insurance, p. 27.)
    

      INSURANCE PROTECTION.   A Policyowner may decrease the pure insurance
protection provided by a Policy (I.E., the difference between the death benefit
and the Cash Value) in one of several ways as insurance needs change. These
ways include decreasing the Specified Amount of insurance, changing the level
of premium payments, and, to a lesser extent, making a cash withdrawal from the
Policy. Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:
      (a) A decrease in the Specified Amount will, subject to the limitation
             percentage (see Policy Benefits - Death Benefit, p. 13), in
             general decrease the insurance protection and the charges under
             the


                                       15
<PAGE>

            Policy. A pro rata Decrease Charge will be assessed against Cash
            Value at the time of decrease during the first fifteen Policy
            years. (See Charges and Deductions - Pro Rata Decrease Charge, p.
            26.)

      (b) If Option A is elected, an increased level of premium payments will
             reduce the pure insurance protection, until the limitation
             percentage times the Cash Value exceeds the Specified Amount.
             Increased premiums should increase the amount of funds available
             to keep the Policy In Force.

      (c) A cash withdrawal will reduce the death benefit. (See Surrender
            Privileges - Cash Withdrawals, p. 31.) It has no effect on the
            amount of pure insurance protection and charges under the Policy,
            unless the death benefit payable is governed by the limitation
            percentages. It results in a reduced amount of Cash Value and
            increases the possibility that the Policy will Lapse.

      (d) A reduced level of premium payments also generally increases the
             amount of pure insurance protection if Option A is elected, or
             maintains the same amount of pure insurance protection if Option B
             or Option C is elected, again depending on the limitation
             percentage. It results in a reduced amount of Cash Value and
             increases the possibility that the Policy will Lapse.

      An Owner may increase insurance protection without increasing the
Policy's Specified Amount by purchasing a lower cost Primary Insured Rider
("PIR") at any time, or Primary Insured Rider Plus ("PIR Plus") at the time of
application for the Policy. PIR or PIR Plus increases the death benefit under a
Policy by the face amount of the rider. In addition, PIR or PIR Plus may be
canceled separately from the Policy (I.E., it can be canceled without causing
the Policy to be canceled or to lapse), and no additional Surrender Charge is
assessed in connection with cancellation of these riders (see Optional
Insurance Benefits - Primary Insured Rider and Primary Insured Plus Rider, p.
34).

      HOW DEATH BENEFITS MAY VARY IN AMOUNT.   As long as the Policy remains In
Force, Western Reserve guarantees that the death benefit will never be less
than the Specified Amount of the Policy. These proceeds will be reduced by any
policy loan, plus any unearned loan interest, and any due and unpaid charges.

      The death benefit may, however, vary with the Policy's Cash Value. Under
Option A, the death benefit will only vary when the Cash Value multiplied by
the limitation percentage exceeds the Specified Amount of the Policy. The death
benefit under Option B will always vary with the Cash Value because the death
benefit equals either the Specified Amount plus the Cash Value or the
limitation percentage times the Cash Value. The death benefit under Option C
will vary with the Cash Value and the Insured's Attained Age because the death
benefit equals either the Factor times the Specified Amount plus the Cash
Value, or the Specified Amount, or the limitation percentage times the Cash
Value.

   
      DECREASE IN SPECIFIED AMOUNT.   Subject to certain limitations, a
Policyowner may decrease the Specified Amount of a Policy. A decrease in
Specified Amount may affect the net amount at risk, which may affect a
Policyowner's cost of insurance charge. (See Cash Value Charges - Cost of
Insurance, p. 27.) A decrease in Specified Amount may also have Federal income
tax consequences. (See Federal Tax Matters, p. 36.) The Policyowner may either
change the death benefit Option or decrease the Specified Amount, but not both,
only once each Policy year after the third Policy year. A pro rata Decrease
Charge will be assessed against Cash Value at the time of decrease during the
first fifteen Policy years. (See Charges and Deductions - Pro Rata Decrease
Charge, p. 26.)
    

      No requested decrease in the Specified Amount will be permitted during
the first three Policy years. Thereafter, any decrease in the Specified Amount
will become effective on the Monthly Anniversary on or following receipt of a
written request from the Policyowner by Western Reserve. The Specified Amount
remaining In Force after any requested decrease may not be less than the
minimum Specified Amount set forth in the Policy. Western Reserve reserves the
right to limit any decrease to no more than 20% of the Specified Amount
immediately prior to the decrease. If, following the decrease in Specified
Amount, the Policy would not comply with the maximum premium limitations
required by Federal tax law (see Premiums - Premium Limitations, p. 21), the
decrease may be limited to the extent necessary to meet these requirements.

WHEN INSURANCE COVERAGE TAKES EFFECT

      No life insurance coverage shall take effect unless the proposed Insured
and all additional Insureds proposed for coverage are alive and in the same
condition of health as described in the application when the policy is
delivered to the Policyowner and the full Initial Premium is paid. However, if
the full Initial Premium is paid as set forth in the conditional receipt
attached to the application, and the conditional receipt is delivered to the
Policyowner, the terms of the conditional receipt shall apply.

      CONDITIONAL INSURANCE COVERAGE.   Each and every person proposed for
insurance must be insurable and acceptable to Western Reserve under its
underwriting rules for the amount, plan and risk classification applied for on
the later of: (a) the date of application, or (b) the date of completion of all
medical tests and examinations required by Western Reserve. Any check given for
payment must be honored on first presentation. The conditional receipt and all
coverages applied for on the application are void if a check or draft received
for payment of the Initial Premium is not honored when first presented for
payment.
      AMOUNT OF CONDITIONAL LIFE INSURANCE COVERAGE. If conditional insurance
coverage becomes effective


                                       16
<PAGE>

under the terms of the conditional receipt, then the amount of conditional life
insurance coverage on any person proposed for insurance is the lesser of: (a)
the amount of life insurance applied for on such person, or (b) $300,000
reduced by the amounts payable under all other life insurance or accidental
death benefits then in force or pending with Western Reserve.

      WHEN CONDITIONAL LIFE INSURANCE COVERAGE BEGINS. If the conditions listed
above are fulfilled, then the amount of conditional insurance coverage
specified above shall take effect on the later of: (a) the date of the
application, or (b) the date of the completion of all medical tests and
examinations required by Western Reserve. All conditional coverages for each
and every person proposed for insurance will be deemed void if the application
contains material misrepresentation or is fraudulently completed. Benefits
under the conditional receipt coverage will be denied if any person proposed
for insurance commits suicide.

      WHEN CONDITIONAL LIFE INSURANCE COVERAGE ENDS. Conditional life insurance
coverage shall terminate automatically, without notice, on the earliest of the
following dates: (a) the date Western Reserve approves the Policy as applied
for, or (b) 10 days following any counteroffer by Western Reserve to offer
insurance to any person proposed for insurance under a different plan or at an
increased premium or on a different rate class or (c) at the end of the
fraction of a year which the payment bears to the premium required to provide
one month of insurance coverage in the amount as described above, or (d) at the
beginning of the 60th day following the date of the conditional receipt.

CASH VALUE

      At the end of any Valuation Period, the Cash Value of the Policy is equal
to the sum of the Policy's value in each Sub-Account of the Series Account plus
the Fixed Account Value. There is no guaranteed minimum Cash Value.

      NET SURRENDER VALUE.   A Policyowner may at any time surrender the Policy
and receive the Policy's Net Surrender Value. (See Policy Rights - Surrender
Privileges, p. 30.) The Net Surrender Value as of any date is equal to:

      (1) the Cash Value as of such date; minus
      (2) any surrender charge as of such date (as described on p. 25); minus
      (3) any outstanding Policy loan; plus
      (4) any unearned loan interest.

   
      DETERMINATION OF VALUES IN THE SERIES ACCOUNT.   On the Record Date, the
Policy's value in a Sub-Account of the Series Account will equal the portion of
any Net Premium allocated to the Sub-Account, reduced by the portion of the
first monthly deduction allocated to that Sub-Account. (See Payment and
Allocation of Premiums - Allocation of Premiums and Cash Value, p. 22.)
Thereafter, on each Valuation Date, the Policy's value in a Sub-Account of the
Series Account will equal the number of units in the Sub-Account, multiplied by
the unit value of that Sub-Account.
    

The number of units that a Policy has in each Sub-Account is equal to:

      (1) The initial units purchased on the Policy Date; plus

      (2) Units purchased at the time additional Net Premiums are allocated to
             the Sub-Account; plus

      (3) Units purchased through transfers from another Sub-Account or the
             Fixed Account; minus

      (4) Units that are redeemed to pay for monthly deductions as they are
             due; minus

      (5) Units that are redeemed to pay for any cash withdrawals; minus

      (6) Units that are redeemed as part of any transfer to another
             Sub-Account or the Fixed Account; minus

      (7) Units that are redeemed to pay any pro rata Decrease Charge incurred
             as a result of a decrease in the Specified Amount.

      The Policy's total value in the Series Account equals the sum of the
Policy's value in each Sub-Account. (For a description of how the values of the
Fixed Account are calculated, see The Fixed Account - Fixed Account Value, p.
35.) Because the Cash Value is dependent upon a number of variables, including
the investment experience of the chosen Sub-Accounts of the Series Account, the
frequency and amount of premium payments, transfers and surrenders, and charges
assessed in connection with the Policy, a Policy's Cash Value cannot be
predetermined.

      UNIT VALUE.   The unit value of each Sub-Account was originally
established at $10 per unit. The unit value may increase or decrease from one
Valuation Period to the next. Unit values also will vary between Sub-Accounts.
The unit value of any Sub-Account at the end of a Valuation Period is the
result of:

            (1) The total value of the assets held in the Sub-Account,
            determined by multiplying the number of shares of the designated
            Portfolio owned by the Sub-Account times the Portfolio's net asset
            value per share; minus

      (2) A deduction for the charge for mortality and expense risks. This
             charge is used to compensate Western Reserve for its assumption of
             certain mortality and expense risks. The daily amount of this
            charge is equal to the net assets of the Sub-Account times the
            daily pro rata portion of the annual Mortality and Expense Risk
            Charge rate. This annual rate is equal to ninety one-hundredths of
            one percent (0.90%). Western Reserve currently intends to reduce
            this rate to 0.75% after the first fifteen Policy years, however,
            such reduction is not guaranteed; minus


                                       17
<PAGE>

      (3) The accrued amount of reserve for any taxes or other economic burden
             resulting from the application of tax laws that are determined by
             Western Reserve to be properly attributable to the Sub-Account;
             and the result divided by

            (4) The number of outstanding units in the Sub-Account.

      VALUATION DATE AND VALUATION PERIOD.   The net asset value per share of
shares of the Fund is determined, once daily, as of the close of the regular
session of business on the New York Stock Exchange ("Exchange") (usually 4:00
p.m., Eastern time), on each day the Exchange is open.

                       INVESTMENTS OF THE SERIES ACCOUNT

WRL SERIES FUND, INC.

   
      The Series Account invests in shares of the Fund, a series mutual fund
which is registered with the Securities and Exchange Commission ("Commission")
as an open-end diversified management investment company. Such registration
does not involve supervision of the management or investment practices or
policies of the Fund by the Commission.
    
   
      Currently, the Portfolios of the Fund corresponding to the Sub-Accounts
of the Series Account are: Aggressive Growth Portfolio, Emerging Growth
Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio, Strategic
Total Return Portfolio, Bond Portfolio, Growth & Income Portfolio, Money Market
Portfolio, Tactical Asset Allocation Portfolio, C.A.S.E. Growth Portfolio,
Value Equity Portfolio, U.S. Equity Portfolio, International Equity Portfolio
and Third Avenue Value Portfolio. The assets of each Portfolio are held
separate from the assets of the other Portfolios, and each Portfolio has an
investment objective and policies which are different from those of the other
Portfolios. Thus, each Portfolio operates as a separate investment fund, and
the income or losses of one Portfolio have no effect on the investment
performance of any other Portfolio. Pending any prior approval by a state
insurance regulatory authority, certain Sub-Accounts and corresponding
Portfolios may not be available to residents of some states.
    

      The investment objectives and policies of each Portfolio are summarized
below. THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ACHIEVE ITS STATED
OBJECTIVE. More detailed information, including a description of risks, can be
found in the Prospectus for the Fund which should be read carefully.

      AGGRESSIVE GROWTH PORTFOLIO:   This Portfolio seeks long-term capital
appreciation by investing in a diversified, actively managed portfolio of
equity securities.

      EMERGING GROWTH PORTFOLIO:   This Portfolio seeks capital appreciation by
investing primarily in common stocks of small and medium sized companies.

      GROWTH PORTFOLIO:   This Portfolio seeks growth of capital by investing
primarily in common stocks listed on a national securities exchange or traded
on NASDAQ.

      GLOBAL PORTFOLIO:   This Portfolio seeks long-term growth of capital in a
manner consistent with preservation of capital, primarily through investments
in common stocks of foreign and domestic issuers.

      BALANCED PORTFOLIO:   This Portfolio seeks preservation of capital,
reduced volatility, and superior long-term risk adjusted returns by investing
primarily in common stock, convertible securities and fixed-income securities.

      STRATEGIC TOTAL RETURN PORTFOLIO:   This Portfolio seeks to provide
current income, long-term growth of income and capital appreciation by
investing primarily in common stocks, income producing securities convertible
into common stocks, and fixed-income securities.

   
      BOND PORTFOLIO:   This Portfolio seeks the highest possible current
income within the confines of the primary goal of insuring the protection of
capital by investing at least 65% and usually a higher percentage of its assets
in debt securities issued by the U.S. Government and its agencies and
instrumentalities and in other medium to high-quality debt securities.
    

      GROWTH & INCOME PORTFOLIO:   This Portfolio's objective is to seek total
return by investing in securities that have defensive characteristics. The
Portfolio will invest primarily in a diversified portfolio of equity and debt
securities with an emphasis on sector investing.

      MONEY MARKET PORTFOLIO:   This Portfolio seeks to obtain maximum current
income consistent with preservation of principal and maintenance of liquidity.
The Portfolio maintains a dollar-weighted average portfolio maturity of not
more than 90 days by investing in U.S. dollar-denominated securities which have
effective maturities of not more than 13 months and present minimal credit
risks.

   
      TACTICAL ASSET ALLOCATION PORTFOLIO:   This Portfolio seeks preservation
of capital and competitive investment returns by investing primarily in stocks,
United States Treasury bonds, notes and bills, and money market funds.

      C.A.S.E. GROWTH PORTFOLIO:   This Portfolio seeks annual growth of
capital through investment in companies whose management, financial resources
and fundamentals appear attractive on a scale measured against each company's
present value.
    

      VALUE EQUITY PORTFOLIO:   This Portfolio seeks to achieve maximum,
consistent total return with minimum risk to principal by investing primarily
in common stocks with above-average statistical value which, in the Sub-
Adviser's opinion, are in fundamentally attractive industries and are
undervalued at the time of purchase.

      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.


                                       18
<PAGE>

   
      THIRD AVENUE VALUE PORTFOLIO:   This Portfolio seeks long-term capital
appreciation by investing primarily in a portfolio of equity securities of
well-financed companies believed to be priced below their private market values
and debt securities providing strong protective covenants and high, effective
rates.

      WRL Management, located at 201 Highland Avenue, Largo, FL 33770, a
wholly-owned subsidiary of Western Reserve, serves as investment adviser to the
Fund and manages its assets in accordance with policies, programs and
guidelines established by the Board of Directors of the Fund.
    

      Each Sub-Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended. The Sub-Advisers for the Portfolios of the
Fund are:

   
      Janus Capital Corporation ("Janus") serves as sub-adviser to the Growth
and Global Portfolios of the Fund. WRL Management and Janus will divide equally
monthly compensation at current annual rate of 0.80% of the aggregate average
daily net assets each of the Growth Portfolio and Global Portfolio.

      AEGON USA Investment Management, Inc. ("AIMI") is sub-adviser to the
Balanced Portfolio and Bond Portfolio of the Fund. AIMI is a wholly-owned
subsidiary of AEGON USA and thus is an affiliate of Western Reserve. WRL
Management and AIMI will divide equally monthly compensation at the current
annual rate of 0.80% of the aggregate average daily net assets of the Balanced
Portfolio. WRL Management will receive monthly compensation at the current
annual rate of 0.45% and AIMI will receive 0.20% of the aggregate average daily
net assets of the Bond Portfolio. AIMI's compensation will be reduced by 50% of
the amount paid by WRL Management on behalf of the Balanced and Bond Portfolios
pursuant to any expense limitation or other reimbursement.
    

      Van Kampen American Capital Asset Management, Inc. ("Van Kampen American
Capital") is sub-adviser to the Emerging Growth Portfolio of the Fund. Van
Kampen American Capital is an indirect wholly-owned subsidiary of VK/AC
Holding, Inc. ("VK/AC Holding"). VK/AC Holding is a wholly-owned subsidiary of
MSAM Holdings II, Inc., which, in turn, is a wholly-owned subsidiary of Morgan
Stanley Group, Inc. WRL Management and Van Kampen American Capital will divide
equally monthly compensation at the current annual rate of 0.80% of the
aggregate average daily net assets of the Emerging Growth Portfolio. Van Kampen
American Capital's compensation will be reduced by 50% of the amount paid by
WRL Management on behalf of the Emerging Growth Portfolio pursuant to any
expense limitation or other reimbursement.

      Luther King Capital Management Corporation ("Luther King") is sub-adviser
to the Strategic Total Return Portfolio of the Fund. Ultimate control of Luther
King is exercised by J. Luther King, Jr. WRL Management and Luther King will
divide equally monthly compensation at the current annual rate of 0.80% of the
aggregate average daily net assets of the Strategic Total Return Portfolio.

      Federated Investment Counseling ("Federated") is sub-adviser to the
Growth & Income Portfolio of the Fund. Federated is a wholly-owned subsidiary
of Federated Investors. WRL Management will receive monthly compensation at the
current annual rate of 0.75% of the aggregate average daily net assets of the
Growth & Income Portfolio. From this amount, as compensation for its services,
Federated will receive payment of fees equal to 0.50% of the first $30 million
of average daily net assets, 0.35% of the next $20 million of average daily net
assets, and 0.25% of average daily net assets in excess of $50 million of the
Growth & Income Portfolio.

Fred Alger Management, Inc. ("Fred Alger") is sub-adviser to the Aggressive
Growth Portfolio of the Fund. Fred Alger is a wholly-owned subsidiary of Fred
Alger & Company, Incorporated, which, in turn, is a wholly-owned subsidiary of
Alger Associates, Inc., a financial services holding company controlled by Fred
M. Alger. WRL Management and Fred Alger will divide equally monthly
compensation at the current annual rate of 0.80% of the aggregate average daily
net assets of the Aggressive Growth Portfolio.

      Dean Investment Associates, a Division of C.H. Dean and Associates, Inc.
("Dean") is sub-adviser to the Tactical Asset Allocation Portfolio of the Fund.
Dean is wholly-owned by C.H. Dean and Associates, Inc. WRL Management and Dean
will divide equally monthly compensation at the current annual rate of 0.80% of
the aggregate average daily net assets of the Tactical Asset Allocation
Portfolio. Dean's compensation will be reduced by 50% of the amount paid by WRL
Management on behalf of the Tactical Asset Allocation Portfolio pursuant to any
expense limitation or other reimbursement.

      J.P. Morgan Investment Management Inc. ("J.P. Morgan") is sub-adviser to
the Money Market Portfolio of the Fund. J.P. Morgan is a wholly-owned
subsidiary of J.P. Morgan & Co. Incorporated. WRL Management will receive
monthly compensation at the current annual rate of 0.40% of the aggregate
average daily net assets of the Money Market Portfolio. From this amount, as
compensation for its services, J.P. Morgan will receive 0.15% of the average
daily net assets of the Money Market Portfolio.

C.A.S.E. Management, Inc. ("C.A.S.E.") is sub-adviser to the C.A.S.E. Growth
Portfolio of the Fund. C.A.S.E. is a wholly-owned subsidiary of C.A.S.E. Inc.
C.A.S.E. Inc. is indirectly controlled by William Edward Lange, president and
chief executive officer of C.A.S.E. WRL Management and C.A.S.E. will divide
equally monthly compensation at the current annual rate of 0.80% of the
aggregate average daily net assets of the C.A.S.E. Growth Portfolio.
      NWQ Investment Management Company, Inc. ("NWQ Investment") is sub-adviser
to the Value Equity


                                       19
<PAGE>

Portfolio of the Fund. NWQ Investment is a wholly-owned subsidiary of United
Asset Management Corporation. WRL Management and NWQ Investment will divide
equally monthly compensation at the current annual rate of 0.80% of the
aggregate average daily net assets of the Value Equity Portfolio. NWQ
Investment's compensation will be reduced by 50% of the amount paid by WRL
Management on behalf of the Value Equity Portfolio pursuant to any expense
limitation or other reimbursement.

      Scottish Equitable Investment Management Limited ("Scottish Equitable")
serves as a co-sub-adviser to the International Equity Portfolio. Scottish
Equitable 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. 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") is a co-sub-adviser to the
International Equity Portfolio and as sub-adviser to the U.S. Equity Portfolio.
GEIM 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,
collectively referred to as "GE Investments"), which like GEIM is a
wholly-owned subsidiary of GE. 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 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.

   
      EQSF Advisers, Inc. ("EQSF") is sub-adviser to the Third Avenue Value
Portfolio. EQSF is a New York corporation organized in 1988 and is controlled
by Martin J. Whitman. WRL Management and EQSF will divide equally monthly
compensation at the current rate of 0.80% of the aggregate average daily net
assets of the Third Avenue Value Portfolio. EQSF's compensation will be reduced
by 50% of the amount paid by WRL Management on behalf of the Third Avenue Value
Portfolio pursuant to any expense limitations or other reimbursements.

      In addition to the Series Account, shares of the Fund are also sold to
the WRL Series Annuity Account, a separate account established by Western
Reserve for its variable annuity contracts, and shares of the Growth Portfolio
are sold to the PFL Endeavor Variable Annuity Account, PFL Endeavor Platinum
Variable Annuity Account and PFL Life Variable Annuity Account A, separate
accounts of PFL Life Insurance Company, the AUSA Endeavor Variable Annuity
Account, a separate account of AUSA Life Insurance Company, Inc., and to the
AUSA Series Life Account, a separate account of AUSA Life Insurance Company,
Inc., all affiliates of Western Reserve. Shares of the Fund may in the future
be sold to other separate accounts, including separate accounts established for
variable life insurance policies or variable annuity contracts issued by
Western Reserve or its affiliates. It is conceivable that, in the future, it
may become disadvantageous for variable life insurance separate accounts and
variable annuity separate accounts to invest in the Fund simultaneously.
Although neither Western Reserve nor the Fund currently foresees any such
disadvantages, either to variable life insurance policyowners or to variable
annuity contract owners, the Fund's Board of Directors intends to monitor
events in order to identify any material conflicts between the interests of
such variable life insurance policyowners and variable annuity contract owners
and to determine what action, if any, it should take. Such action could include
the sale of Fund shares by one or more of the separate accounts, which could
have adverse consequences. Material conflicts could result from, for example,
(1) changes in state insurance laws, (2) changes in Federal income tax laws, or
(3) differences in voting instructions between those given by variable life
insurance policyowners and those given by variable annuity contract owners. If
the Board of Directors were to conclude that separate funds should be
established for variable life and variable annuity separate accounts, Western
Reserve will bear the attendant expenses, but variable life insurance
policyowners and variable annuity contract owners would no longer have the
economies of scale resulting from a larger combined fund.
    

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

      Western Reserve reserves the right to transfer assets of the Series
Account to another separate account which Western Reserve determines to be
associated with the class of contracts to which the Policy belongs. Western
Reserve also reserves the right, subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for the investments that
are held by any Sub-Account or that any Sub-Account may purchase. Any such
addition, deletion, or substitution by Western


                                       20
<PAGE>

   
Reserve of shares of another Portfolio of the Fund or of another open-end,
registered investment company, will only be taken if the shares of a Portfolio
are no longer available for investment, or if in Western Reserve's judgement
further investment in any Portfolio should become inappropriate in view of the
purposes of the Series Account. Western Reserve will not add, delete or
substitute any shares attributable to a Policyowner's interest in a Sub-Account
of the Series Account without notice to and prior approval of the Commission,
to the extent required by the 1940 Act or other applicable law. Nothing
contained herein shall prevent the Series Account from purchasing other
securities for other Portfolios or classes of policies, or from permitting a
conversion between Portfolios or classes of policies on the basis of requests
made by Policyowners.
    

      Western Reserve also reserves the right to establish additional
Sub-Accounts of the Series Account, each of which would invest in a new
Portfolio of the Fund, or in shares of another investment company, with a
specified investment objective. New Sub-Accounts may be established when, in
the sole discretion of Western Reserve, marketing, tax or investment conditions
warrant, and any new Sub-Accounts will be made available to existing
Policyowners on a basis to be determined by Western Reserve. Western Reserve
may also eliminate one or more Sub-Accounts if, in its sole discretion,
marketing, tax, or investment conditions warrant.

      In the event of any such substitution or change, Western Reserve may make
such changes in this and other policies as may be necessary or appropriate to
reflect such substitution or change. If deemed by Western Reserve to be in the
best interests of persons having voting rights under the Policies, and when
permitted by law, the Series Account may be (1) operated as a management
company under the 1940 Act, (2) deregistered under the 1940 Act in the event
such registration is no longer required, (3) managed under the direction of a
committee, or (4) combined with one or more other separate accounts, or
sub-accounts.

                      PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

   
      Effective January 1, 1998, individuals wishing to purchase a Policy must
send a completed application to Western Reserve, P.O. Box 628069, Orlando,
Florida 32886 for Policies submitted by World Marketing Alliance distribution
systems; and to Western Reserve, P.O. Box 628078, Orlando, Florida 32886 for
Policies submitted by all other distribution systems, including ISI. Under
Western Reserve's current rules, the minimum Specified Amount of a Policy at
issue for Issue Ages 0-45 is generally $50,000, declining to $25,000 for Issue
Ages 46 to 80. Policies will generally be issued only to Insureds who supply
evidence of insurability satisfactory to Western Reserve. Western Reserve may,
however, at its sole discretion, issue a Policy to an individual above the age
of 80. Acceptance is subject to Western Reserve's underwriting rules and
Western Reserve reserves the right to reject an application for any reason
permitted by law.
    

PREMIUMS

      Subject to certain limitations, a Policyowner has flexibility in
determining the frequency and amount of premiums.

   
      PREMIUM FLEXIBILITY.   Unlike conventional insurance policies, this
Policy frees the Policyowner from the requirement that premiums be paid in
accordance with a rigid and inflexible premium schedule. Western Reserve may
require the Policyowner to pay an Initial Premium at least equal to a minimum
monthly guarantee premium set forth in the Policy before issuing the Policy.
(See Charges and Deductions - Premium Expense Charge, p. 25.) Thereafter,
subject to the minimum and maximum premium limitations described below, a
Policyowner may make unscheduled premium payments at any time in any amount.
    

      PLANNED PERIODIC PREMIUMS.   Each Policyowner will determine a Planned
Periodic Premium schedule that provides for the payment of a level premium at a
fixed interval over a specified period of time. The Policyowner is not required
to pay premiums in accordance with this schedule. Furthermore, the Policyowner
has considerable flexibility to alter the amount, frequency, and the time
period over which Planned Periodic Premiums are paid.

      The payment of a Planned Periodic Premium will not guarantee that the
Policy remains In Force. Instead, the duration of the Policy depends upon the
Policy's Net Surrender Value. Thus, even if Planned Periodic Premiums are paid
by the Policyowner, the Policy will nonetheless lapse any time Net Surrender
Value is insufficient to pay certain monthly charges, and a grace period
expires without a sufficient payment. However, until the No Lapse Date as
provided in the Policy, the Policy will remain In Force and no grace period
will begin provided there has been no addition of any riders and the total of
the premiums received (minus any withdrawals, any outstanding loans, and any
pro rata Decrease Charge deducted from the Cash Value) is equal to or exceeds
the minimum monthly guarantee premium set forth in the Policy times the number
of months since the Policy Date, including the current month. (See Policy Lapse
and Reinstatement - Lapse, p. 24.) The minimum monthly guarantee premium is set
forth in the Policy unless changed due to a requested change under the Policy
by the Policyowner, at which time the Policyowner will be notified of the new
minimum monthly guarantee premium.
      PREMIUM LIMITATIONS.   In no event may the total of all premiums paid,
both scheduled and unscheduled, exceed the current maximum premium limitations
which qualify the Policy as life insurance according to Federal tax laws. If at
any time a premium is paid which would result in total premiums exceeding the
current maximum premium limitation, Western Reserve will only accept that
portion of the premium which will make total premiums equal the maximum. Any
part of the premium in excess of that amount will be returned and no further


                                       21
<PAGE>

premiums will be accepted until allowed by the current maximum premium
limitations set forth in the Policy. Every premium payment, whether scheduled
or unscheduled, must be at least the minimum payment amount required. Under
Western Reserve's current rules, the minimum payment amount is $50. Premium
payments less than this minimum amount may be returned to the Policyowner.


   
      PAYMENT OF PREMIUMS.   Payments made by the Policyowner will be treated
as a premium payment unless clearly marked as loan repayments. Certain charges
will be deducted from each premium payment. (See Charges and Deductions -
Premium Expense Charge, p. 25.)


      Payments must be sent to Western Reserve at the specified Post Office Box
listed above under Payment and Allocation of Premiums - Issuance of a Policy,
p. 21.


      As an accommodation to Policyowners, Western Reserve will accept
transmittal of initial and subsequent premiums of at least $1,000 by wire
transfer. For an Initial Premium, the wire transfer must be accompanied by a
simultaneous telephone facsimile transmission ("FAX") of a completed
application. An Initial Premium accepted via wire transfer with FAX will be
allocated in accordance with current procedures explained in the next section
entitled, Allocation of Premiums and Cash Value - Allocation of Net Premiums
below. An Initial Premium made by wire transfer not accompanied by a
simultaneous FAX, or accompanied by a FAX of an incomplete application, will be
retained for a period up to five business days while Western Reserve attempts
to obtain the FAX or complete the essential information required to establish
the Policy and allocate the Initial Premium at the unit value next determined
after receipt of the FAX or information necessary to complete the application.
If Western Reserve cannot obtain the FAX or essential information within five
business days, Western Reserve will return the Initial Premium to the
applicant, unless the applicant consents to allow Western Reserve to retain the
Initial Premium until the required FAX or essential information is received.
    


      In the event the application with original signature is later received
and the allocation instructions in that application, for any reason, are
inconsistent with those previously designated on the FAX, the Initial Premium
will be reallocated on the first Valuation Date on or following the Record Date
in accordance with the allocation instructions in the application with original
signature.

      Policyowners wishing to make payments via bank wire should instruct their
banks to wire Federal Funds as follows:

      Barnett Bank of Pinellas County
      ABA # 063000047
      For credit to: Western Reserve Life
      Account #: 2452641830
      Policyowner's Name:
      Policy Number:
      Attention: General Accounting
      Fax Number: (813) 588-1600

ALLOCATION OF PREMIUMS AND CASH VALUE

   
      NET PREMIUMS.   The Net Premium equals the premium paid less the premium
expense charges. (See Charges and Deductions - Premium Expense Charge, p. 25.)
When an Initial Premium accompanies the application, monthly deductions from
the Cash Value of the Policy commence on the Policy Date.
    

      ALLOCATION OF NET PREMIUMS.   In the application for a Policy, the
Policyowner will allocate Net Premiums to one or more of the Sub-Accounts of
the Series Account, to the Fixed Account, or to a combination of both.
Notwithstanding the allocation in the application, the Initial Premium, less
charges, will first be allocated, on the first Valuation Date on or following
the Policy Date, to the Sub-Account of the Series Account that invests
exclusively in shares of the Money Market Portfolio, and will be reallocated in
accordance with the Policyowner's directions in the application on the first
Valuation Date on or following the Record Date. The Record Date of the Policy
will be the date on which the Policy is recorded on Western Reserve's books as
an In Force Policy. (See Payment and Allocation of Premiums  beginning on page
21, and Policy Benefits - When Conditional Life Insurance Coverage Begins, p.
17.)

      Net premiums paid after the Record Date will be allocated in accordance
with the Policyowner's instructions. Western Reserve does not currently require
that allocation of Net Premiums to an Account meet a minimum percentage.
Western Reserve does reserve the right to limit allocation of Net Premiums to
any Account to no less than 10% of each Net Premium payment. No fractional
percentages are permitted. The allocation of future Net Premiums may be changed
currently without charge at any time by providing Western Reserve with written
notification from the Policyowner, or by calling Western Reserve's toll-free
number, 1-800-851-9777. Western Reserve will employ the same procedures to
confirm that such telephone instructions are genuine as it employs


                                       22
<PAGE>

regarding transfers among Sub-Accounts and the Fixed Account by telephone. Upon
instructions from the Policyowner, the registered representative/agent of
record may also change the allocation of future Net Premiums. Western Reserve
reserves the right to limit the number of changes of the allocation of Net
Premiums to one per year. Western Reserve also reserves the right to impose a
charge of $25 for each change of allocation in excess of one per quarter.
INVESTMENT RETURNS FROM THE AMOUNTS ALLOCATED TO SUB-ACCOUNTS OF THE SERIES
ACCOUNT WILL VARY WITH THE INVESTMENT EXPERIENCE OF THESE SUB-ACCOUNTS AND THE
POLICYOWNER BEARS THE ENTIRE INVESTMENT RISK.

   
      TRANSFERS.   Cash Value may be transferred among the Sub-Accounts of the
Series Account or from the Sub-Accounts to the Fixed Account. Transfers may
also be made from the Fixed Account to the Sub-Accounts, subject to certain
restrictions. (See The Fixed Account - Allocations, Transfers and Withdrawals,
p. 36.) The amount of Cash Value available for transfer from any Sub-Account,
or the Fixed Account, is determined at the end of the Valuation Period during
which the transfer request is received at Western Reserve's Office. The net
asset value for each share of the corresponding Portfolio of any Sub-Account is
determined, once daily, as of the close of the regular business session of the
New York Stock Exchange ("Exchange") (usually 4:00 p.m. Eastern time), which
coincides with the end of each Valuation Period. (See Policy Benefits - Cash
Value - Valuation Date and Valuation Period, p. 18.) Therefore, any transfer
request received after the close of the regular business session of the
Exchange, on any day the Exchange is open, will be processed on the next day
the Exchange is open for business utilizing the net asset value for each share
of the applicable Portfolio determined as of the close of the regular business
session of the Exchange. Cash Value available for transfer from the Fixed
Account will be determined in the same manner.
    


      Policyowners may make transfer requests in writing, or by telephone.
Written requests must be in a form acceptable to Western Reserve. The
registered representative/agent of record for the Policy may, upon instructions
from the Policyowner for each transfer, make telephone transfers upon request
without the necessity for the Policyowner to have previously authorized
telephone transfers in writing. If, for any reason, a Policyowner does not want
the ability to make transfers by telephone, the Policyowner should provide
written notice to Western Reserve at its Office. All telephone transfers should
be made by calling Western Reserve at its toll-free number 1-800-851-9777.
Western Reserve will not be liable for complying with telephone instructions it
reasonably believes to be authentic, nor for any loss, damage, cost or expense
in acting on such telephone instructions, and Policyowners will bear the risk
of any such loss. Western Reserve will employ reasonable procedures to confirm
that telephone instructions are genuine. If Western Reserve does not employ
such procedures, it may be liable for losses due to unauthorized or fraudulent
instructions. Such procedures may include, among others, requiring forms of
personal identification prior to acting upon such telephone instructions,
providing written confirmation of such transactions to Policyowners, and/or
tape recording of telephone instructions received from Policyowners. Western
Reserve may, at any time, revoke or modify the transfer privilege. Under
Western Reserve's current procedures, it will effect transfers and determine
all values in connection with transfers at the end of the Valuation Period
during which the transfer request is received at Western Reserve's Office.

      Western Reserve reserves the right to charge a $25 fee for each transfer
in excess of one per Policy month or twelve per Policy year. The transfer
charge will not be increased. (See Optional Cash Value Charges - Cash Value
Transfers, p. 27.) All transfers made in any one day will be considered a
single transfer and any transfer charges will be deducted in an equal amount
from each Sub-Account from which a transfer was made. Transfers resulting from
policy loans, the exercise of conversion rights, and the reallocation of Cash
Value immediately after the Record Date, will not be treated as a transfer for
the purpose of this charge. No transfer charge will apply to transfers from the
Fixed Account to a Sub-Account.

      Western Reserve or an affiliate may provide administrative or other
support services to independent third parties authorized by Policyowners to
conduct transfers on a Policyowner's behalf, or who provide recommendations as
to how Sub-Account values should be allocated. This includes, but is not
limited to, transferring Sub-Account values among Sub-Accounts in accordance
with various investment allocation strategies such third party may employ. Such
independent third parties may or may not be appointed Western Reserve agents
for the sale of Policies. However, WESTERN RESERVE DOES NOT ENGAGE ANY THIRD
PARTIES TO OFFER INVESTMENT ALLOCATION SERVICES OF ANY TYPE, SO THAT PERSONS OR
FIRMS OFFERING SUCH SERVICES DO SO INDEPENDENT FROM ANY AGENCY RELATIONSHIP
THEY MAY HAVE WITH WESTERN RESERVE FOR THE SALE OF POLICIES. WESTERN RESERVE
THEREFORE TAKES NO RESPONSIBILITY FOR THE INVESTMENT ALLOCATIONS AND TRANSFERS
TRANSACTED ON A POLICYOWNER'S BEHALF BY SUCH THIRD PARTIES OR ANY INVESTMENT
ALLOCATION RECOMMENDATIONS MADE BY SUCH PARTIES. Western Reserve does not
currently charge a Policyowner extra for providing these support services.

DOLLAR COST AVERAGING

      The Policyowner may direct Western Reserve to automatically transfer
specified amounts from the Money Market Sub-Account, the Bond Sub-Account, the
Fixed Account or any combination of these Accounts on a monthly basis to a
Sub-Account. This service is intended to allow the Owner to utilize "Dollar
Cost Averaging," a long-term investment method which provides for regular,
level investments over time. Western Reserve makes no guarantees that Dollar
Cost Averaging will result in a


                                       23
<PAGE>

profit or protect against loss. To qualify for Dollar Cost Averaging a minimum
of $5,000 must be in each Account from which transfers will be made and at
least $1,000, in the aggregate, must be transferred each month, unless Western
Reserve consents to a smaller amount.

   
      To further qualify for Dollar Cost Averaging from the Fixed Account, no
more than one-tenth (1/10) of the amount in the Fixed Account at the
commencement of Dollar Cost Averaging can be transferred each month. Other
types of transfers from the Fixed Account may also be subject to certain other
restrictions. (See The Fixed Account - Allocations, Transfers and Withdrawals
on p. 36.)
    
   
      A written election of this service, on a form provided by Western
Reserve, must be completed by the Policyowner in order to begin transfers. The
first transfer will occur during the month which follows receipt of the form,
providing the form is received by the 25th day of the month. Once elected,
transfers from the Money Market or Bond Sub-Accounts, or the Fixed Account,
will be processed monthly until the entire value of each Account from which
transfers are made is completely depleted or the Policyowner instructs Western
Reserve in writing to cancel the monthly transfers. For example, if $15,000 was
allocated to the Money Market Sub-Account and $10,000 was allocated to the Bond
Sub-Account and transfers of $500 are made each month from each of these Sub-
Accounts to the Growth Sub-Account, transfers of $500 per month would continue
to be made from the Money Market Sub-Account even though transfers from the
Bond Sub-Account had ceased as a result of depletion of value. There is no
charge for Dollar Cost Averaging. However, each transfer which occurs under the
Dollar Cost Averaging service will be counted towards the twelve free transfers
allowed during each Policy year. (See Payment and Allocation of Premiums -
Allocation of Premiums and Cash Value - Transfers on p. 23.) Western Reserve
may discontinue, modify, or suspend Dollar Cost Averaging at any time,
following prior written notice to Policyowners. Dollar Cost Averaging is not
available if the Owner has elected the Asset Rebalancing Program, or has
elected an asset allocation service provided by a third party.
    

ASSET REBALANCING PROGRAM

      Western Reserve will offer a program under which the Policyowner may
authorize Western Reserve to transfer automatically Cash Value periodically to
maintain a particular percentage allocation among the Sub-Accounts. The Cash
Value allocated to each Sub-Account will grow or decline in value at different
rates. The Asset Rebalancing Program automatically reallocates the Cash Value
in the Sub-Accounts at the end of each period to match the Contract's currently
effective Net Premium allocation schedule. The Asset Rebalancing Program is
intended to transfer Cash Value from those Sub-Accounts that have increased in
value to those Sub-Accounts that have declined in value. Over time, this method
of investing may help an Owner buy low and sell high. This investment method
does not guarantee gains, nor does it assure that any Sub-Account will not have
losses.

      To qualify for Asset Rebalancing, a minimum Cash Value of $5,000 for an
existing Policy, or a minimum Initial Premium of $5,000 for a new Policy, is
required. To participate in the Asset Rebalancing Program, a properly completed
Asset Rebalancing Request Form must be received by Western Reserve at its
Administrative Office. An Asset Rebalancing Request Form is available upon
request.
   
      Owners may elect rebalancing to occur on each quarterly, semi-annual or
annual anniversary of the Policy Date. Following receipt of the Asset
Rebalancing Request Form, Western Reserve will effect the initial rebalancing
of Cash Value on the next such anniversary, in accordance with the Policy's
current Net Premium allocation schedule. The amounts transferred will be
credited at the unit value next determined on the dates the transfers are made.
If a day on which rebalancing would ordinarily occur falls on a day on which
the New York Stock Exchange is closed, rebalancing will occur on the next day
the New York Stock Exchange is open. The Asset Rebalancing Program is available
only before the Maturity Date, and is not available if the Policyowner has
elected Dollar Cost Averaging, or has elected an asset allocation service
provided by a third party. There is no charge for the Asset Rebalancing
Program. However, each reallocation which occurs under the Asset Rebalancing
Program will be counted towards the twelve free transfers allowed during each
Policy year. (See Payment and Allocation of Premiums - Allocation of Premiums
and Cash Value - Transfers on p. 23.)
    

      The Policyowner may terminate participation at any time in the Asset
Rebalancing Program by oral or written request to Western Reserve.
Participating in the Asset Rebalancing Program will terminate automatically if
any transfer is made to, or from, any Sub-Account, other than on account of a
scheduled rebalancing. If the Policyowner wishes to resume the Asset
Rebalancing Program after it has been canceled, a new Asset Rebalancing Request
Form must be completed and sent to Western Reserve. The Policyowner may start
and stop participation in the Asset Rebalancing Program at any time; however,
Western Reserve reserves the right to restrict entry into the Asset Rebalancing
Program to once per Policy Year. Cash Value allocated to the Fixed Account may
not be included in the Asset Rebalancing Program.

      Western Reserve may discontinue, modify, or suspend, the Asset
Rebalancing Program at any time, following prior written notice to
Policyowners.

POLICY LAPSE AND REINSTATEMENT
      LAPSE.   Unlike conventional life insurance policies, the failure to make
a Planned Periodic Premium payment will not itself cause the Policy to lapse.
Lapse will only occur where Net Surrender Value is insufficient to cover the
monthly deduction, and a grace period expires


                                       24
<PAGE>

   
without a sufficient payment by the Policyowner. If the Net Surrender Value on
any Monthly Anniversary is insufficient to cover the monthly deduction on such
day, Western Reserve will mail a notice to the last known address of the
Policyowner and any assignee of record. A grace period of 61 days after the
mailing date of the notice will be allowed for the payment of premiums. The
notice will specify the minimum payment and the final date on which such
payment must be received by Western Reserve to keep the Policy In Force. (See
Charges and Deductions below.) If Western Reserve does not receive a sufficient
payment within the grace period, Lapse of the Policy will result. If a
sufficient payment is received during the grace period, any resulting Net
Premium will be allocated among the Accounts, and any monthly deductions due
will be charged to such Accounts, in accordance with the Policyowner's then
current instructions. (See Allocation of Premiums and Cash Value - Allocation
of Net Premiums, p. 22, and Charges and Deductions - Cash Value Charges, p.
27.) If the Insured dies during the grace period, the death benefit proceeds
will equal the amount of the death benefit proceeds immediately prior to the
commencement of the grace period, reduced by any due and unpaid charges.
    

      However, until the No Lapse Date as provided in the Policy, the Policy
will not lapse and no grace period will begin provided (1) no riders have been
added since the Policy Date, including the current month, and (2) the total of
the premiums received (minus any withdrawals, any outstanding loans and any pro
rata Decrease Charge deducted from the Cash Value) equals or exceeds the
minimum monthly guarantee premium shown in the Policy times the number of
months since the Policy Date, including the current month. Should the
Policyowner request the addition of any rider after the Policy Date but prior
to the No Lapse Date, the Policyowner will be notified as to the effect on
grace period processing prior to the date the rider is effective.

   
      Essentially, the Policy will not lapse during the No Lapse Period, as
long as the conditions in (1) and (2) above have been met, and even though Net
Surrender Value at any point during the No Lapse Period is insufficient to
cover the monthly deduction and a grace period has expired without a payment
sufficient to cover the monthly deduction. Such a Lapse could happen if the
investment experience has been sufficiently unfavorable to have resulted in a
decrease in the Net Surrender Value, or the Net Surrender Value has decreased
because not enough premiums have been paid to offset the monthly charges.
    

      REINSTATEMENT.   A lapsed Policy may be reinstated any time within five
years after the date of Lapse and before the Maturity Date by submitting the
following items to Western Reserve:

      1. A written application for reinstatement from the Policyowner;

      2. Evidence of insurability satisfactory to Western Reserve; and

      3. A premium that, after the deduction of premium expense charges, is
          large enough to cover:

         (a) one monthly deduction at the time of termination;

         (b) the next two monthly deductions which will become due after the
                time of reinstatement; and

         (c) an amount sufficient to cover any surrender charge (as described
               below) as of the date of reinstatement.

      Western Reserve reserves the right to decline a reinstatement request.
Any indebtedness on the date of Lapse will not be reinstated. The Cash Value of
the Loan Reserve on the date of reinstatement will be zero. The amount of Net
Surrender Value on the date of reinstatement will be equal to the Net Premiums
paid at reinstatement, less the amounts paid in accordance with (a) and (c)
above.

      Upon approval of the application for reinstatement, the effective date of
reinstatement will be the first Monthly Anniversary on or next following the
date Western Reserve approves the application for reinstatement.

                            CHARGES AND DEDUCTIONS

      Charges will be deducted in connection with the Policy to compensate
Western Reserve for: (1) providing the insurance benefits set forth in the
Policy and any optional insurance benefits added by rider; (2) administering
the Policy; (3) assuming certain risks in connection with the Policy; and (4)
incurring expenses in distributing the Policy. The nature and amount of these
charges are described more fully below.

   
PREMIUM EXPENSE CHARGE

      Prior to allocation of Net Premiums among the Accounts, premiums paid
through the end of the tenth Policy year will be reduced by a Premium Expense
Charge of 6.00% of premiums to compensate Western Reserve for distribution
expenses and state premium taxes incurred in connection with the Policy and a
Premium Collection Charge of $3.00 per premium payment that will compensate
Western Reserve for costs associated with premium billing and collection. The
premium collection charge will not be increased in the future. After the tenth
Policy year, the Premium Expense Charge reduces to 2.5%.
    

SURRENDER CHARGE

      During the first fifteen Policy years, a Surrender Charge will be
incurred upon surrender of the Policy. The Surrender Charge consists of the
SURRENDER CHARGE PER THOUSAND multiplied by the applicable SURRENDER CHARGE
FACTOR.

      (a) SURRENDER CHARGE PER THOUSAND.   The Surrender Charge Per Thousand
Dollars of initial Specified Amount varies with the Insured's Issue Age, gender
and classification. See Appendix C for a table of the charges per thousand
dollars of initial Specified Amount.


                                       25
<PAGE>

   
      (b) SURRENDER CHARGE FACTOR.   As stated above, the factor is applied to
the charge per thousand dollars of initial Specified Amount due upon any
Surrender of a Policy during the first fifteen Policy years. In Policy years
1-5 this factor is 1.00 for Insureds at Issue Ages 0 - 39 and then declines at
a rate of 0.10 per year until reaching zero at the end of the fifteenth (15th)
Policy year as shown below. For Insureds with Issue Ages older than 39, this
factor is less than 1.00 at the end of the first (1st) Policy year and declines
to zero at the end of the fifteenth (15th) Policy year. Therefore, application
of the factor to the Surrender Charge Per Thousand in the event of any
surrender during the second through fifteenth Policy years will result in the
same or reduced surrender charges. If a surrender occurs after the fifteenth
(15th) Policy year, there is no Surrender Charge Per Thousand due. See the
example below. Factors for the Builder Plus Program are different than those
shown below. (See Charges And Deductions - Builder Plus Program, p. 29.)
    

                           SURRENDER CHARGE FACTORS
                               ISSUE AGES 0 - 39


<TABLE>
<CAPTION>
Surrender Charge Factor
End of Policy Year*         Factor
- -------------------------   -------
<S>                         <C>
At Issue  ...............     1.00
1-5 .....................     1.00
6   .....................      .90
7   .....................      .80
8   .....................      .70
9   .....................      .60
10  .....................      .50
11  .....................      .40
12  .....................      .30
13  .....................      .20
14  .....................      .10
15  .....................        0
16+ .....................        0
</TABLE>

   
* THE FACTOR ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE INTERPOLATED BETWEEN
   THE TWO END OF YEAR FACTORS.
    


      (c) EXAMPLE: Assume a male tobacco user purchases the Policy at Issue Age
35. The Surrender Charge Per Thousand is $16.48 (see Appendix C). This is
multiplied by the Surrender Charge Factor resulting in the following Table of
Surrender Charges:


<TABLE>
<CAPTION>
    TABLE OF SURRENDER CHARGES PER $1,000 OF
     SPECIFIED AMOUNT AS OF THE POLICY DATE
             SURRENDER               SURRENDER
               CHARGE                  CHARGE
             PER $1,000              PER $1,000
            OF SPECIFIED            OF SPECIFIED
  END OF     AMOUNT ON     END OF    AMOUNT ON
  POLICY       POLICY      POLICY      POLICY
   YEAR*      PAGE 3A       YEAR*     PAGE 3A
- ----------- -------------- -------- -------------
<S>         <C>            <C>      <C>
  At Issue     $ 16.48         9       $ 9.89
        1        16.48        10         8.24
        2        16.48        11         6.59
        3        16.48        12         4.94
        4        16.48        13         3.30
        5        16.48        14         1.65
        6        14.83        15         0.00
        7        13.18       16+         0.00
        8        11.54
</TABLE>

* THE SURRENDER CHARGE ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE
   INTERPOLATED BETWEEN THE TWO END OF YEAR CHARGES.



PRO RATA DECREASE CHARGE


      If, during the first 15 Policy years, the Specified Amount is decreased,
a pro rata Decrease Charge will be deducted from the Cash Value. The pro rata
Decrease Charge is equal to:


      (1) the amount of the Specified Amount decrease; multiplied by


      (2) the Surrender Charge Per Thousand of Specified Amount as of the date
             of the decrease applicable to the Specified Amount as of the
             Policy Date. See Appendix C for a table of Surrender Charges.


      This pro rata Decrease Charge will not be deducted from the Cash Value
when a Specified Amount decrease results from (a) a change in the death benefit
Option, or (b) a withdrawal when the death benefit is Option A, as described in
the Cash Withdrawals section below. If a pro rata Decrease Charge is deducted
due to a decrease in Specified Amount, any future Surrender Charges incurred
during the first fifteen Policy years will be reduced proportionately.


                                       26
<PAGE>

CASH VALUE CHARGES

      Charges will be deducted monthly from the Cash Value of each Policy
("monthly deduction") to compensate Western Reserve for certain administrative
costs, the cost of insurance and optional benefits added by rider. The monthly
deduction will be deducted on each Monthly Anniversary and will be allocated
among the Accounts on the same basis as Net Premiums are allocated. If the
value of any Account is insufficient to pay its part of the monthly deduction,
the monthly deduction will be taken on a pro rata basis from all Accounts.
Because portions of the monthly deduction, such as the cost of insurance, can
vary from month-to-month, the monthly deduction itself will vary in amount from
month-to-month.

      COST OF INSURANCE.   Western Reserve will determine the monthly cost of
insurance charge by multiplying the applicable cost of insurance rates by the
net amount at risk for each Policy Month. The net amount at risk for a Policy
Month is (a) the death benefit at the beginning of the Policy Month divided by
1.0032737 (which reduces the net amount at risk, solely for purposes of
computing the cost of insurance, by taking into account assumed monthly
earnings at an annual rate of 4%), less (b) the Cash Value at the beginning of
the Policy Month.

      Cost of insurance rates will be based on the sex, Attained Age and rate
class of the Insured, and the length of time a Policy has been In Force. The
actual monthly cost of insurance rates will be based on Western Reserve's
expectations as to future experience. They will not, however, be greater than
the guaranteed cost of insurance rates set forth in the Policy. These
guaranteed rates are based on the 1980 Commissioners Standard Ordinary (C.S.O.)
Mortality Tables and the Insured's sex, Attained Age and rate class. For
standard rate classes, these rates will not exceed rates contained in the 1980
C.S.O. Tables. Western Reserve also may guarantee that actual cost of insurance
rates will not be changed for a specified period of time (E.G., one year). Any
change in the cost of insurance rates will apply to all Insureds of the same
age, sex, and rate class whose Policies have been In Force for the same length
of time.

      The Policies offered by this Prospectus are based on mortality tables
that distinguish between men and women. As a result, the Policy pays different
benefits to men and women of the same age. The State of Montana prohibits the
use of actuarial tables that distinguish between men and women in determining
premiums and policy benefits for policies issued on the lives of its residents.
The State of Massachusetts formerly had a similar prohibition and has
introduced legislation which would reinstate such prohibition. Therefore,
Policies offered by this Prospectus to insure residents of the states of
Montana and Massachusetts will have premiums and benefits which are based on
actuarial tables that do not differentiate on the basis of sex.

      The rate class of an Insured will affect the cost of insurance rate.
Western Reserve currently places Insureds into the following four standard rate
classes: Ultimate Select, non-tobacco use, Select, non-tobacco use, Ultimate
Standard, tobacco use, and Standard, tobacco use; as well as various other
sub-standard rate classes involving a higher mortality risk. In an otherwise
identical Policy, the cost of insurance rate is generally higher for tobacco
use than for non-tobacco use and, within these two categories, higher for
Insureds not in the Ultimate category than for Insureds in the Ultimate
category.

      Western Reserve may also issue certain Policies on a "simplified" or
expedited basis to certain categories of individuals (for example, Policies
issued at a predetermined Specified Amount or underwritten on a group basis).
Policies issued on this basis will have guaranteed cost of insurance rates no
higher than the guaranteed rates for Select, non-tobacco use, or Standard,
tobacco use, categories (as appropriate); however, due to the special
underwriting criteria established for these issues, actual rates may be higher
or lower than the current cost of insurance rates charged under otherwise
identical Policies that are underwritten using standard underwriting criteria.

      MONTHLY POLICY CHARGE.   Western Reserve has primary responsibility for
the administration of the Policy and the Series Account. Annual administrative
expenses include recordkeeping, processing death benefit claims, Policy
changes, reporting and overhead costs. As reimbursement for administrative
expenses related to the maintenance of each Policy and the Series Account,
Western Reserve assesses a monthly administration charge from each Policy. This
charge is currently $5.00 per Policy Month and is guaranteed never to exceed
$7.50 per Policy Month.

OPTIONAL CASH VALUE CHARGES

      The following optional Cash Value charges will be deducted from the
Policy as the result of changes or elections made to the Policy and initiated
by the Policyowner.

      OPTIONAL INSURANCE BENEFITS.   The monthly deduction will include charges
for any optional insurance benefits added to the Policy by rider.

      CHANGE IN NET PREMIUM ALLOCATION.   Western Reserve does not currently
levy or charge when changes are made to allocation of Net Premium. However,
Western Reserve reserves the right to impose a $25 charge for each change of
Net Premium allocation in excess of one change per Policy year quarter. If
Western Reserve decides to impose this charge, Policyowners will be notified in
writing in advance.

      CASH VALUE TRANSFERS.   Western Reserve reserves the right to charge a
$25 fee for each transfer in excess of one per month or twelve transfers per
Policy year. If charged, this fee will be imposed and deducted from each amount
transferred to compensate Western Reserve for the costs in effectuating the
transfer. The transfer charge will not be increased in the future.


                                       27
<PAGE>

      CASH WITHDRAWALS.   A processing fee equal to the lesser of $25 or 2% of
the amount withdrawn will be deducted from amounts withdrawn from the Policy
and the balance will then be paid to the Policyowner. This fee will not be
increased.

CHARGES AGAINST THE SERIES ACCOUNT

      Certain expenses will be deducted as a percentage of the value of the net
assets of the Series Account to compensate Western Reserve for certain risks
assumed in connection with the Policy.

      MORTALITY AND EXPENSE RISK CHARGE.   Western Reserve will deduct a daily
charge from the Series Account at an annual rate of 0.90% of the average daily
net assets of the Series Account. Western Reserve currently intends to reduce
this charge to 0.75% after the first fifteen Policy years. However, such
reduction is not guaranteed, and Western Reserve reserves the right to maintain
this charge at the 0.90% level after the first fifteen Policy years. Under
Western Reserve's current procedures, these amounts are paid to the General
Account monthly.

      The mortality risk assumed by Western Reserve is that Insureds may live
for a shorter time than projected. The expense risk assumed is that expenses
incurred in issuing and administering the Policies will exceed the limits on
administrative charges set in the Policies. Western Reserve also assumes risks
with respect to other contingencies including the incidence of Policy loans,
which may cause Western Reserve to incur greater costs than anticipated when
designing the Policies.

      TAXES.   Currently no charge is made to the Series Account for Federal
income taxes that may be attributable to the Series Account. Western Reserve
may, however, make such a charge in the future. Charges for other taxes, if
any, attributable to the Series Account may also be made. (See Federal Tax
Matters, p. 36.)

EXPENSES OF THE FUND

      Because the Series Account purchases shares of the Portfolios of the
Fund, the net assets of the Series Account will reflect the investment
management fee and other expenses incurred by the Portfolios of the Fund. (See
p. 7 for a table of the Fund Annual Expenses.) (See pp. 19-20 for a discussion
of the investment management fees of each Portfolio.)

      Effective January 1, 1997, the Fund 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 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 incurred with respect to any
Portfolio during the fiscal year ending December 31, 1998. Prior to ISI seeking
reimbursement, Policyowners will be notified in writing in advance.
    

GROUP OR SPONSORED POLICIES

      A different form of the Policy may be purchased under group or sponsored
arrangements ("Group/  Sponsored Policies"). Under Group/Sponsored Policies, a
trustee, employer or similar entity purchases individual policies covering a
group of individuals on a group basis. Examples of such arrangements are
employer-sponsored benefit plans which are qualified under Section 401 of the
Internal Revenue Code and deferred compensation plans. A "sponsored
arrangement" includes a program under which an employer permits group
solicitation of its employees or an association permits group solicitation of
its members for the purchase of Policies on an individual basis.

      For Group/Sponsored Policies the premium expense charges, contingent
surrender charges, minimum premium and minimum Specified Amount described in
"Charges and Deductions" may be reduced. Western Reserve will issue
Group/Sponsored Policies in accordance with its rules in effect as of the date
an application for a Policy is approved. To qualify for Group/Sponsored
Policies, a group or sponsored arrangement must satisfy certain criteria as to,
for example, size and number of years in existence. Generally, the sales
contacts and effort, administrative costs and mortality cost for Group/
Sponsored Policies take into account such factors as the size of the group or
sponsored arrangement, its stability as indicated by its term of existence, the
purposes for which Group/Sponsored Policies are purchased and certain
characteristics of its members. The Group/Sponsored Policy's amount of
reduction and the criteria for qualification will reflect the reduced sales
effort resulting from sales to qualifying groups and sponsored arrangements.
Group/Sponsored Policies may not be available in certain states.

      Western Reserve may modify from time to time on a uniform basis the
criteria for qualification for Group/  Sponsored Policies. In no event,
however, will group or sponsored arrangements established for the sole purpose
of purchasing Group/Sponsored Policies, or which have been in existence for
less than six months, qualify for such Policies. Group/Sponsored Policies will
not be unfairly discriminatory against any person, including the affected
Policyowners and all other Policyowners of other forms of Policies funded by
the Series Account.

      In 1983 the United States Supreme Court held that certain insurance
policies, the benefits under which vary based on sex, may not be used to fund
certain employer-sponsored benefit plans and fringe benefit programs. Western
Reserve recommends that any employer proposing to offer the Group/Sponsored
Policies to employees


                                       28
<PAGE>

   
under a group or sponsored arrangement consult his or her attorney before doing
so. (See Federal Tax Matters - Employment-Related Benefit Plans, p. 39.)

ASSOCIATE POLICIES

      Certain employees, field associates, directors and their relatives may
purchase a different form of the Policy ("Associate Policy") under which
Western Reserve, in addition to waiving or reducing the premium expense
charges, contingent surrender charges, minimum premium and minimum Specified
Amount, may waive or reduce the Monthly Policy Charge and the Surrender Charge.
The Associate Policy is available to: (a) current and retired directors,
officers, full-time employees and agents of Western Reserve and its affiliates;
(b) current and retired directors, officers, full-time employees and registered
representatives of ISI and any broker-dealer which has a sales agreement with
ISI; (c) any Trust, pension, profit-sharing or other employee benefit plan of
any of the foregoing persons or entities; (d) current and retired directors,
officers and full-time employees of WRL Series Fund, Inc. and any IDEX mutual
fund, and any investment adviser or investment sub-adviser thereto; and (e) any
member of a family of any of the foregoing (E.G., spouse, child, sibling,
parent-in-law). Western Reserve reserves the right to modify or terminate this
arrangement at any time. The Associate Policy may not be available in certain
states.
    

BUILDER PLUS PROGRAM(SM)

      Western Reserve also offers a different form of the Policy to
Policyowners who make an Initial Premium payment of at least $10,000 or more,
and which is at least 90% of the maximum allowable single premium ("Builder
Plus Program Policies"). Under a Builder Plus Program Policy, the underwriting
process is both expedited and shortened in length by reducing the number and
extent of the items required to determine the risk assumed by Western Reserve.
The Builder Plus Program Policy entails fewer administrative costs for Western
Reserve and also reduces distribution costs by relieving sales representatives
from some of the burden of assisting in the underwriting.

      A Builder Plus Program Policy sold under this simplified underwriting
arrangement differs from a standard Policy in six principal respects: (1) a
minimum Initial Premium payment which is at least $10,000 and which is at least
90% of the maximum allowable premium, (2) no premium expense charges are
assessed, (3) the underwriting process is shorter and simpler, (4) the cost of
insurance charges may be different for certain policyowners, (5) premium
payment provisions may be more restricted than for Policies issued on a
standard basis, and (6) most policies will be "modified endowment contracts"
for Federal income tax purposes. (See Tax Treatment of Policy Benefits -
Modified Endowment Contracts, p. 37.)
   
      Due to the lower administrative and distribution expenses associated with
the Builder Plus Program Policies, no premium expense charges (I.E., sales
charge, premium tax charge and premium collection charge) are made. (See
Charges and Deductions - Premium Expense Charge, p. 25.) Depending on age of
issue and Specified Amount, certain medical underwriting requirements will be
waived.
    

      Additionally, the length of time the Surrender Charge Factor applies is
reduced, as follows:

                           SURRENDER CHARGE FACTORS
                               ISSUE AGES 0 - 39


<TABLE>
<CAPTION>
Surrender Charge Factor
End of Policy Year*         Factor
- -------------------------   -------
<S>                         <C>
At Issue  ...............     1.00
1-5 .....................     1.00
6   .....................      .80
7   .....................      .60
8   .....................      .40
9   .....................        0
10+ .....................        0
</TABLE>

* THE SURRENDER CHARGE ON ANY DATE OTHER THAN AN ANNIVERSARY WILL BE
   INTERPOLATED BETWEEN THE TWO END OF YEAR SURRENDER CHARGES.


For Insureds Issue Ages older than 39, this factor is less than 1.00 at the end
of the first (1st) Policy year and declines to zero at the end of the ninth
(9th) Policy year. Therefore, application of the factor to the Surrender Charge
Per Thousand in the event of any surrender during the second through ninth
Policy years will result in the same or reduced surrender charges. If a
surrender occurs after the ninth (9th) Policy year, there is no Surrender
Charge Per Thousand due.

For a full explanation of the Surrender Charge, see Charges and Deductions -
Surrender Charge, p. 25.

   
      Although for non sub-standard rate classes the guaranteed cost of
insurance rates for policies will not be greater than those for standard
Policies, current rates for policies during the first ten policy years may be
higher for certain policyowners (I.E., those who are assigned to Ultimate
Select, non-tobacco use, or Ultimate Standard, tobacco use, rate classes) than
would be the case for standard Policies. (See Cash Value Charges - Cost of
Insurance, p. 27.)
    

      Under Western Reserve's current rules, the minimum possible Specified
Amount for a Builder Plus Program Policy at issue is the amount of insurance
that the $10,000 Initial Premium payment will purchase based on the Insured's
age, sex, and rate class and certain Federal tax law guidelines. Likewise, for
any larger Initial Premium payment there will be a correspondingly larger
minimum Specified Amount at issue.

      The maximum Specified Amount for a Builder Plus Program Policy is a
function of the size of the Initial Premium payment and is approximately 111%
of the lowest possible minimum Specified Amount available for the same amount
of Initial Premium payment.

      Depending on the Specified Amount selected by the policyowner, a large
Initial Premium payment, such as


                                       29
<PAGE>

that required for a Builder Plus Program Policy, will generally limit the
ability to make additional premium payments. This limit exists because the
total of all premiums paid under a Builder Plus Program Policy may not exceed
the maximum premium limitation imposed by Federal tax laws. (See Premiums -
Premium Limitations, p. 21.) Of course, under a policy, there are no Planned
Periodic Premiums.

   
      Most Builder Plus Program Policies will be modified endowment contracts.
Distributions from modified endowment contracts are generally treated as
ordinary income subject to tax up to the amount equal to the excess of the Cash
Value before the distribution over the investment in the policy. In addition,
the portion of any such distribution that is included in income is subject to a
10% penalty tax, except where the distribution is made on or after the
policyowner attains age 591/2, is attributable to the policyowner becoming
disabled or is part of a series of substantially equal periodic payments for
the life (or the life expectancy) of the policyowner. Such distributions
include surrenders, cash withdrawals and policy loans. (See Tax Treatment of
Policy Benefits - Distributions From Policies Classified as Modified Endowment
Contracts, p. 38.)
    

                                 POLICY RIGHTS

LOAN PRIVILEGES

      POLICY LOAN.   After the first Policy year and so long as the Policy
remains In Force, the Policyowner may borrow money from Western Reserve using
the Policy as the only security for the loan. Western Reserve reserves the
right to permit a Policy loan prior to the first Policy Anniversary for
Policies issued pursuant to a transfer of cash values from another life
insurance policy under Section 1035(a) of the Internal Revenue Code of 1986, as
amended. The maximum amount that may be borrowed is 90% of the Cash Value, less
any surrender charge and any already outstanding Policy loan. Western Reserve
reserves the right to limit the amount of any Policy loan to not less than
$500. Outstanding loans have priority over the claims of any assignee or other
person. The loan may be repaid totally or in part before the Maturity Date of
the Policy and while the Policy is In Force. A loan which is taken from, or
secured by, a Policy may have Federal income tax consequences. (See Federal Tax
Matters, p. 36.)

      An amount equal to the loan plus interest in advance until the next
Policy Anniversary will be withdrawn from the Account or Accounts specified and
transferred to the Loan Reserve until the loan is repaid. The Loan Reserve is a
portion of the Fixed Account used as collateral for any Policy loan. The
Sub-Accounts of the Series Account may be specified. If no Account is
specified, the loan amount will be withdrawn from each Account in the same
manner as the current allocation instructions.
      The amount of the loan will normally be paid within seven days after
receipt of a proper request in a manner permitted by Western Reserve.
Postponement of loans may take place under certain conditions. (See General
Provisions - Postponement of Payments, p. 32.) Under Western Reserve's current
procedures, at each Anniversary, Western Reserve will compare the amount of the
outstanding loan (including loan interest in advance until the next Policy
Anniversary, if not paid) to the amount in the Loan Reserve (including interest
credited to the Loan Reserve during the previous Policy year). Western Reserve
will also make this comparison any time the Policyowner repays all or part of
the loan, or makes a request to borrow an additional amount. At each such time,
if the amount of the outstanding loan exceeds the amount in the Loan Reserve,
Western Reserve will withdraw the difference from the Accounts and transfer it
to the Loan Reserve in the same manner as when a loan is made. If the amount in
the Loan Reserve exceeds the amount of the outstanding loan, Western Reserve
will withdraw the difference from the Loan Reserve and transfer it to the
Accounts in accordance with the Policyowner's current allocation instructions.
Western Reserve reserves the right to require the transfer of such amounts to
the Fixed Account, if such loans were originally transferred from the Fixed
Account. (See The Fixed Account, p. 35.) No charge will be imposed for these
transfers.

      INTEREST RATE CHARGED.   The interest rate charged on Policy loans is
5.2% payable annually in advance (equivalent to an effective annual rate of
5.5%). If unpaid when due, interest will be added to the amount of the loan and
will become part of the loan and bear interest at the same rate.

      LOAN RESERVE INTEREST RATE CREDITED.   The amount transferred to the Loan
Reserve will accrue interest at a minimum effective annual rate not less than
4%. Western Reserve may credit a higher rate, but it is not obligated to do so.
Currently, Western Reserve is crediting an effective annual interest rate of
4.75% on all amounts borrowed during the first ten Policy years. On amounts
borrowed, after the tenth Policy year, that are part of the Cash Value in
excess of the cost basis (premiums less withdrawals) of the Policy the interest
rate credited is currently equal to the interest rate being charged on the
total loan while the remaining portion, if any, of the loan is credited the
current rate of 4.75%.

      EFFECT OF POLICY LOANS.   A Policy loan affects the Policy, because the
death benefit and Net Surrender Value under the Policy are reduced by the
amount of the loan. Repayment of the loan causes the death benefit and Net
Surrender Value to increase by the amount of the repayment.

      As long as a loan is outstanding, an amount equal to the loan plus
interest in advance until the next Policy Anniversary is held in the Loan
Reserve. This amount will not be affected by the Series Account's investment
performance. Amounts transferred from the Series Account to the Loan Reserve
will affect the Series Account value because such amounts will be credited with
an interest rate declared by Western Reserve rather


                                       30
<PAGE>

than a rate of return reflecting the investment performance of the Series
Account. (See The Fixed Account - Minimum Guaranteed and Current Interest
Rates, p. 35.)

      There are risks involved in taking a Policy loan, a few of which include
the potential for a Policy to lapse if projected earnings, taking into account
outstanding loans, are not achieved, as well as adverse tax consequences which
occur if a Policy lapses with loans outstanding. (See Federal Tax Matters - Tax
Treatment of Policy Benefits, p. 37.)

      INDEBTEDNESS.   Indebtedness equals the total of all Policy loans less
any unearned loan interest on the loans. If indebtedness exceeds the Cash Value
less the then applicable surrender charge, Western Reserve will notify the
Policyowner and any assignee of record. If a sufficient payment equal to excess
indebtedness is not received by Western Reserve within 61 days from the date
notice is sent, the Policy will Lapse and terminate without value. The Policy,
however, may later be reinstated. (See Policy Lapse and Reinstatement, p. 24.)

   
      REPAYMENT OF INDEBTEDNESS.   Indebtedness may be repaid any time before
the Maturity Date of the Policy and while the Policy is In Force. Payments made
by the Policyowner while there is indebtedness will be treated as premium
payments unless the Policyowner indicates that the payment should be treated as
a loan repayment. (See Policy Rights - Benefits at Maturity, p. 32.) If not
repaid, Western Reserve may deduct indebtedness from any amount payable under
the Policy. As indebtedness is repaid, the Policy's value in the Loan Reserve
securing the indebtedness repaid will be transferred from the Loan Reserve to
the Accounts in the same manner as Net Premiums are allocated. However, Western
Reserve reserves the right to require the transfer to the Fixed Account.
Western Reserve will allocate the repayment of indebtedness at the end of the
Valuation Period during which the repayment is received.
    

SURRENDER PRIVILEGES

   
      At any time before the earlier of the death of the Insured or the
Maturity Date, the Policyowner may totally surrender or, after the first Policy
year, make a cash withdrawal from the Policy by sending a written request to
Western Reserve. The amount available for surrender is the Net Surrender Value
at the end of the Valuation Period during which the surrender request is
received at Western Reserve's Office. The Net Surrender Value is equal to the
Cash Value as of the date of surrender, less any surrender charge, and less any
outstanding Policy loan, plus any unearned loan interest. A Surrender Charge
may apply. (See Charges and Deductions - Surrender Charge, p. 25.) Surrenders
from the Series Account will generally be paid within seven days of receipt of
the written request. Postponement of payments may, however, occur in certain
circumstances. (See General Provisions - Postponement of Payments, p. 32.)
Additional restrictions may be applied to surrenders from the Fixed Account.
(See The Fixed Account - Allocations, Transfers and Withdrawals, p. 36.) For
the protection of Policyowners, all requests for cash withdrawals or total
surrenders of more than $100,000, or where the withdrawal or surrender proceeds
are to be sent to an address other than the address of record will require a
signature guarantee. All required guarantees of signatures must be made by a
national or state bank, a member firm of a national stock exchange or any other
institution which is an eligible guarantor institution as defined by rules and
regulations of the Commission. If the Policyowner is a corporation,
partnership, trust or fiduciary, evidence of the authority of the person
seeking redemption is required before the request for withdrawal is accepted,
including withdrawals under $100,000. For additional information, Policyowners
may call Western Reserve at (800) 851-9777. A cash withdrawal or total
surrender may have Federal income tax consequences. (See Federal Tax Matters,
p. 36.)
    

      TOTAL SURRENDERS.   When the Policy is totally surrendered, the Policy
itself must be returned to Western Reserve along with the request. A
Policyowner may elect to have the amount paid in a lump sum or under a
settlement option. (See Payment of Policy Benefits - Settlement Options, p.
32.)

   
      CASH WITHDRAWALS.   Cash withdrawals are available after the first Policy
year. Cash withdrawals are allowed only once each Policy year. For a cash
withdrawal, the amount available may be limited to no less than $500 and to no
more than 10% of the Net Surrender Value. The amount paid plus a processing fee
equal to the lesser of $25 or 2% of the amount withdrawn will be deducted from
the Policy's Cash Value at the end of the Valuation Period during which the
request is received. The amount will be deducted from the Accounts in the same
manner as the current allocation instructions unless the Policyowner directs
otherwise.
    

      Cash withdrawals will affect both the Policy's Cash Value and the death
benefit payable under the Policy. The Policy's Cash Value will be reduced by
the amount of the cash withdrawal. Moreover, the death benefit proceeds payable
under a Policy will generally be reduced by at least the amount of the cash
withdrawal.

      In addition, when death benefit Option A is in effect, the Specified
Amount will be reduced by the cash withdrawal. No cash withdrawal will be
permitted which would result in a Specified Amount lower than the minimum
Specified Amount set forth in the Policy or would deny the Policy status as
life insurance under the Internal Revenue Code and applicable regulations. (See
Cash Value Charges - Cost of Insurance, p. 26; Death Benefit - Insurance
Protection, p. 15; and Federal Tax Matters - Tax Treatment of Policy Benefits,
p. 37.)

EXAMINATION OF POLICY PRIVILEGE ("FREE-LOOK")
      The Policyowner may cancel the Policy within 10 days after the
Policyowner receives it. Certain states require a Free-Look period longer than
10 days, either for all Policyowners or for certain classes of Policyowners. In
such states, Western Reserve will comply with the specific requirements of
those states. The


                                       31
<PAGE>

Policyowner should mail or deliver the Policy to either Western Reserve or the
agent who sold it. If the Policy is cancelled in a timely fashion, a refund
will be made to the Policyowner. The refund will equal the sum of: (i) the
difference between the premiums paid and the amounts allocated to any Accounts
under the Policy; (ii) the total amount of monthly deductions made and any
other charges imposed on amounts allocated to the Accounts; and (iii) the value
of amounts allocated to the Accounts on the date Western Reserve or its agent
receives the returned Policy. If state law prohibits the calculation above, the
refund will equal the total of all premiums paid for the Policy.

CONVERSION RIGHTS

      At any time upon written request within 24 months of the Policy Date, the
Policyowner may elect to transfer all Sub-Account values to the Fixed Account.
No transfer charge will be assessed.

BENEFITS AT MATURITY

      If the Insured is living and the Policy is In Force, Western Reserve will
pay the Net Surrender Value of the Policy on the Maturity Date. (See Cash Value
- - Net Surrender Value, p. 17.) The Policy will mature on the Anniversary
nearest the Insured's 95th birthday, if the Insured is living and the Policy is
In Force. Western Reserve is willing to extend the Maturity Date provided the
Policy is still In Force on the Maturity Date and there are no unfavorable tax
consequences. A tax advisor should thus be consulted about the tax consequences
associated with any Maturity Date extension. Extension of the Maturity Date
will be made upon mutual agreement between Western Reserve and the Policyowner,
provided the Policyowner submits a written request to Western Reserve between
90 and 180 days prior to the Maturity Date, and provided the Policy may be
extended with no unfavorable tax consequences to the Policyowner.

PAYMENT OF POLICY BENEFITS

   
      Death benefits under the Policy will ordinarily be paid within seven days
after Western Reserve receives due proof of death, and verifies the validity of
the claim. Other benefits will ordinarily be paid within seven days of receipt
of proper written request (including an election as to tax withholding).
Payments may be postponed in certain circumstances. (See General Provisions -
Postponement of Payments, below and The Fixed Account - Allocations, Transfers
and Withdrawals, p. 36.) The Policyowner may decide the form in which the
benefits will be paid. During the Insured's lifetime, the Policyowner may
arrange for the death benefits to be paid in a lump sum or under one or more of
the settlement options described below. These choices are also available if the
Policy is surrendered or matures. If no election is made, Western Reserve will
pay the benefits in a lump sum.
    

      When death benefits are payable in a lump sum, the Beneficiary may select
one or more of the settlement options. If death benefits become payable under a
settlement option and the Beneficiary has the right to withdraw the entire
amount, the Beneficiary may name and change contingent Beneficiaries.

      SETTLEMENT OPTIONS.   Policyowners and Beneficiaries, subject to a prior
election of the Policyowner, may elect to have benefits paid in a lump sum or
in accordance with a variety of settlement options offered under the Policy.
Once a settlement option is in effect, there will no longer be value in the
Series Account or the Fixed Account. Western Reserve may make other settlement
options available on the Fixed Account in the future. The effective date of a
settlement provision will be either the date of surrender or the date of death
of the Insured. For additional information concerning these options, see the
Policy itself.

      OPTION A - PAYMENTS FOR A FIXED PERIOD.   The proceeds plus interest will
be paid in equal monthly installments for the period chosen until the fund has
been paid in full. The period chosen may not exceed 30 years.

      OPTION B - LIFE INCOME.   The proceeds will be paid in equal installments
for the guaranteed payment period elected and continue for the life of the
person on whose life the option is based. Such installments will be payable:
(a) during the lifetime of the payee or (b) during a fixed period certain and
for the remaining lifetime of the payee or (c) until the sum of installments
paid equals the proceeds applied and for the remaining life of the payee.
Guaranteed payment periods may be elected for 5 and 10 years, or the period in
which the total payments will equal the amount retained.

      OPTION C - JOINT AND SURVIVOR LIFE INCOME.   The proceeds will be paid
during the joint lifetime of two persons and (a) continue upon the death of the
first payee for the remaining lifetime of the survivor or (b) be reduced by
one-third upon the death of the first payee and continue for the remaining
lifetime of the survivor.

                              GENERAL PROVISIONS

POSTPONEMENT OF PAYMENTS

      GENERAL.   Payment of any amount from the Series Account upon complete
surrender, cash withdrawal, Policy loan, or benefits payable at death or
maturity may be postponed whenever: (i) the New York Stock Exchange is closed
other than customary weekend and holiday closing, or trading on the New York
Stock Exchange is restricted as determined by the Commission; (ii) the
Commission by order permits postponement for the protection of Policyowners; or
(iii) an emergency exists, as determined by the Commission, as a result of
which disposal of securities is not reasonably practicable or it is not
reasonably practicable to determine the value of the Series Account's net
assets. Transfers may also be postponed under these circumstances. For
restrictions applicable to payments from the Fixed Account, see The Fixed
Account - Allocations, Transfers and Withdrawals, p. 35.


                                       32
<PAGE>

      PAYMENT BY CHECK.   Payments under the Policy of any amounts derived from
premiums paid by check or bank draft may be delayed until such time as the
check or bank draft has cleared the Policyowner's bank.

THE CONTRACT

      The Policy and attached copy of the application and any supplemental
applications are the entire contract. Only statements in the application and
any supplemental applications can be used to void the Policy or defend a claim.
The statements are considered representations and not warranties. No Policy
provision can be waived or changed except by endorsement. Only the President or
Secretary of Western Reserve can agree to change or waive any provisions of the
Policy.

SUICIDE

      If the Insured, while sane or insane, commits suicide within two years
after the Policy Date, Western Reserve will pay only the premiums received,
less any cash withdrawals and outstanding indebtedness. In the event of Lapse
of the Policy, the suicide period will be measured from the effective date of
reinstatement. If the Insured, while sane or insane, commits suicide within two
years after the effective date of any increase in insurance or any
reinstatement, Western Reserve's total liability with respect to such increase
or reinstatement will be the cost of insurance charges deducted for such
increase or reinstatement.

INCONTESTABILITY

      Western Reserve cannot contest the Policy as to the initial Specified
Amount after it has been In Force during the lifetime of the Insured for two
years from the Policy Date. If the Policy is reinstated, a new two year
contestability period (apart from any remaining contestability period) will
apply from the date of the application for reinstatement and will apply only to
statements made in the application for reinstatement.

CHANGE OF OWNER OR BENEFICIARY

      The Beneficiary, as named in the Policy application or subsequently
changed, will receive the Policy benefits at the Insured's death. If the named
Beneficiary dies before the Insured, the contingent Beneficiary, if named,
becomes the Beneficiary. If no Beneficiary survives the Insured, the benefits
payable at the Insured's death will be paid to the Policyowner or the
Policyowner's estate. As long as the Policy is In Force, the Policyowner or
Beneficiary may be changed by written request from the Policyowner in a form
acceptable to Western Reserve. The Policy need not be returned unless requested
by Western Reserve. The change will take effect as of the date the request is
signed, regardless of whether the Insured is living when the request is
received by Western Reserve. Western Reserve will not, however, be liable for
any payment made or action taken before receipt of the request.

ASSIGNMENT

      The Policy may be assigned by the Policyowner. Western Reserve will not
be bound by the assignment until a written copy has been received at its Office
and will not be liable with respect to any payment made prior to receipt.
Western Reserve assumes no responsibility for determining whether an assignment
is valid or the extent of the assignee's interest.

MISSTATEMENT OF AGE OR SEX

      If the age or sex of the Insured has been misstated, the death benefit
will be adjusted based on what the cost of insurance charge for the most recent
monthly deduction would have purchased based on the correct age and sex.

REPORTS AND RECORDS

      Western Reserve will maintain all records relating to the Series Account
and the Fixed Account. Western Reserve will mail to each Policyowner, at the
last known address of record, reports required by applicable laws and or
regulations.

      Western Reserve will send Policyowners written confirmation within seven
days of the following transactions: unplanned and certain planned premium
payments, Cash Value transfers, change in death benefit option or Specified
Amount, total surrender or cash withdrawals, and Policy loans or repayments.
Western Reserve will also send each Policyowner an annual statement at the end
of the Policy year showing for the year, among other things, the month and
amount of each: premium payment made, monthly deduction, transfer, cash
withdrawal and Policy loan or repayment. The annual statement will also show
Policy year-end Net Surrender Value, death benefit and Policy loan value, as
well as other Policy activity during the year.

OPTIONAL INSURANCE BENEFITS

      Subject to certain requirements, one or more of the following optional
insurance benefits may be added to a Policy by rider. The cost of any optional
insurance benefits will be deducted as part of the monthly deduction. (See
Charges and Deductions - Optional Cash Value Charges, p. 27.) For purposes of
the riders, the person insured under the Policy is referred to as the Primary
Insured, and the term "Face Amount" refers to the level term insurance amount
payable at death.

      CHILDREN'S INSURANCE RIDER:   Provides a Face Amount on each of the
Primary Insured's children, as defined in the rider. Under the terms of the
rider, the death benefit will be payable to the Insured upon receipt of proof
that the death of an insured child occurred while the rider and coverage on
such child was In Force. Upon the Primary Insured's death, while the rider is
in force, the rider will terminate 31 days after such death and a separate life
insurance policy will be offered to each insured child for an amount equal to
the level death benefit amount of the rider at a premium based upon the
attained age of each insured child.

      ACCIDENTAL DEATH BENEFIT RIDER:   Provides a Face Amount if the Primary
Insured's death results from accidental bodily injury, as defined in the rider.
Certain risks,


                                       33
<PAGE>

as defined in the rider, are not covered. Under the terms of the rider, the
additional benefits provided in the rider will be paid upon receipt of proof by
Western Reserve that death resulted from bodily injuries effected directly and
independently of all other causes through external, violent and accidental
means; occurred within 90 days from the date of accident causing such injuries;
and occurred while the rider was In Force. The rider will terminate on the
earliest of the Policy Anniversary nearest the Primary Insured's 70th birthday,
the date the Policy terminates, or the Monthiversary on which the rider is
terminated on request by the Policyowner.

      OTHER INSURED RIDER:   Provides that Western Reserve will pay the Face
Amount of the rider to the Primary Insured upon receipt of due proof of the
other Insured's death. On any Monthiversary while the rider is In Force, the
Policyowner may exchange the rider without evidence of insurability for a new
Policy on the other Insured's life upon written request subject to the
following: (a) the rider has not reached the Anniversary nearest the other
Insured's 70th birthday; (b) the new policy is any permanent plan of insurance
then offered by Western Reserve; (c) the amount of insurance upon conversion
will equal the Face Amount then In Force under the rider; and (d) the payment
of the premium will be based on the other Insured's rate class under the rider.
 

      DISABILITY WAIVER RIDER:   Provides a waiver of the monthly deductions
for the Policy while the Insured is disabled. Under the terms of the rider, the
monthly deductions will be waived upon receipt of proof adequate to Western
Reserve that: the Insured is totally disabled, as defined in the rider; the
disability commenced while the rider was In Force; the disability began before
the Anniversary nearest the Insured's 60th birthday; and total disability has
existed continuously for at least six months. No monthly deduction will be
waived which falls due more than one year prior to receipt by Western Reserve
of written notice of a claim. Certain risks, as defined in the rider, are not
covered.

      DISABILITY WAIVER AND MONTHLY INCOME RIDER:   Provides the identical
benefit as the Disability Waiver Rider and, in addition, a monthly income
benefit up to a maximum 120 monthly payments.

      PRIMARY INSURED RIDER ("PIR") AND PRIMARY INSURED RIDER PLUS ("PIR
PLUS"): Provides term insurance coverage for the insured on a basis different
from the coverage provided under the Policy. The PIR may be purchased at any
time, either at the time of application for the Policy, or after the Record
Date. The PIR Plus may only be purchased at the time of application.

      PIR or PIR Plus increases the death benefit provided under the Policy by
the Face Amount of the rider. The PIR terminates at age 90; the PIR Plus
terminates at age 85. No additional Surrender Charge is assessed in connection
with PIR or PIR Plus coverage. Generally, coverage provided by PIR or PIR Plus
has a lower cost than that provided under the Policy, but has no Cash Value
associated with it. Owners may reduce or cancel coverage under a PIR or PIR
Plus rider separately from reducing the Specified Amount of a Policy. Likewise,
the Specified Amount of a Policy may be decreased, subject to certain minimums,
without reducing the coverage under PIR or PIR Plus.

      Because no Surrender Charge is assessed in connection with a reduction of
coverage under PIR or PIR Plus, such a reduction may be less expensive than a
decrease in Specified Amount under the Policy if the increment of Specified
Amount that is reduced is subject to a Surrender Charge. On the other hand,
continuing coverage on an increment of Specified Amount under the Policy may
have a cost of insurance that is higher than the cost of the same amount of
coverage under PIR or PIR Plus.
      There may be circumstances in which it will be to your advantage to
obtain a portion of your insurance coverage under PIR or PIR Plus. These
circumstances depend on many factors, including the premium levels, amounts and
duration of coverage needed, as well as the age, sex and risk classification of
the Insured. Your registered representative can provide you with further
information explaining how PIR and PIR Plus coverage can affect your Policy
values under different assumptions. Western Reserve reserves the right to
discontinue the availability of these riders for new Policies at any time, and
also reserves the right to modify the terms of these riders for new Policies,
subject to approval by the state insurance departments.

TERMINAL ILLNESS ACCELERATED DEATH BENEFIT RIDER
      In states where this rider has been approved by that state's department
of insurance (as of the date of this Prospectus, Michigan, New Jersey,
Pennsylvania and Vermont have not approved this rider), upon receipt of proof
satisfactory to Western Reserve that the Insured has incurred a condition
resulting from illness which, as determined by a Physician, has reduced life
expectancy to not more than 12 months from the date of the Physician's
Statement (a "Terminal Condition"), Western Reserve will pay to the Policyowner
a "Single Sum Benefit", equal to:
      (a) the Death Benefit in effect on the date the Single Sum Benefit is
             paid; multiplied by
      (b) the Election Percentage; divided by
      (c) 1 + i, where i equals the greater of (A) and (B) on the date the
            Single Sum Benefit is paid. (A) equals the interest rate determined
            under Internal Revenue Code section 846(c)(2), as it may be amended
            from time to time; and (B) equals the Policy Loan Interest Rate;
            minus
      (d) indebtedness, if any, at the time the Single Sum Benefit is paid,
             multiplied by the Election Percentage.
   
      "Death Benefit" under the Rider means the amount payable at death of the
Insured under the Policy, plus the benefit payable under any In Force Primary
Insured Rider. (See Optional Insurance Benefits - Primary Insured Rider and
Primary Insured Rider Plus above.) "Election Percentage" means a percentage,
selected by
    


                                       34
<PAGE>

the Policyowner, not to exceed 100% of the Policy's Death Benefit, as defined
under the rider; however, in no event will the Election Percentage result in a
Single Sum Benefit greater than $500,000. A "Physician" may be a Doctor of
Medicine or a Doctor of Osteopathy, licensed to practice medicine and treat
injury or illness in the state in which treatment is received and who is acting
within the scope of that license, and must be someone other than the Insured,
the Policyowner, a person who lives with the Insured or Policyowner, or a
person who is part of the Insured's or Policyowner's "Immediate Family"
(spouse, child, brother, sister, parent, grandparent or grandchild of the
Insured). The "Physician's Statement" must be a written statement signed by a
Physician which provides the Physician's diagnosis of the Insured's non-
correctable medical condition. It must state with reasonable medical certainty
that the non-correctable medical condition will result in the death of the
Insured within 12 months of the Physician's Statement, taking into
consideration the ordinary and reasonable medical care, advice and treatment
available in the same or similar communities.

      The rider will not pay benefits for a Terminal Condition resulting from
self-inflicted bodily injuries occurring within the same period specified in
the Policy's suicide provision. The rider terminates at the earliest of (a) the
date the Policy terminates, (b) the effective date of a settlement option
elected under the Policy, (c) the date the Single Sum Benefit is paid, or (d)
the date the Policyowner elects to terminate the rider.

      Pursuant to the recently enacted Health Insurance Portability and
Accountability Act of 1996, Western Reserve believes that for federal income
tax purposes a Single Sum Benefit payment made under the Terminal Illness
Accelerated Death Benefit Rider should be fully excludable from the gross
income of the beneficiary, as long as the beneficiary is the Insured under the
Policy. However, a Policyowner should consult a qualified tax advisor about the
consequences of adding this rider to a Policy or requesting a Single Sum
Benefit payment under this rider.

      There is no additional charge for this rider. This rider may not be
available in all states or, if available, the terms of the rider may vary, in
accordance with the requirements of each state's insurance laws.

                               THE FIXED ACCOUNT

      A Policyowner may allocate Net Premiums and transfer Cash Value to the
Fixed Account, which is part of Western Reserve's General Account. Because of
exemptive and exclusionary provisions, interests in the Fixed Account have not
been registered under the Securities Act of 1933 and neither the Fixed Account
nor the General Account has been registered as an investment company under the
1940 Act. Accordingly, neither the Fixed Account, the General Account nor any
interests therein are generally subject to the provisions of these acts and
Western Reserve has been advised that the staff of the Commission has not
reviewed the disclosures in this Prospectus relating to the Fixed Account.
Disclosures regarding the Fixed Account may, however, be subject to certain
generally applicable provisions of the Federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

      The portion of the Cash Value allocated to the Fixed Account (the "Fixed
Account Value") will be credited with rates of interest, as described below.
Because the Fixed Account Value becomes part of Western Reserve's General
Account, Western Reserve assumes the risk of investment gain or loss on this
amount. All assets in the General Account are subject to Western Reserve's
general liabilities from business operations.

FIXED ACCOUNT VALUE

      At the end of any Valuation Period, the Fixed Account Value is equal to:

      1. The sum of all Net Premium payments allocated to the Fixed Account;
          plus
      2. Any amounts transferred from a Sub-Account to the Fixed Account; plus
      3. Total interest credited to the Fixed Account; minus
      4. Any amounts charged to pay for monthly deductions as they are due;
          minus
      5. Any cash withdrawals or surrenders from the Fixed Account; minus
      6. Any amounts transferred to a Sub-Account from the Fixed Account; minus
           
      7. Any amounts withdrawn from the Fixed Account to pay the pro rata
          Decrease Charge incurred as a result of a decrease in the Specified
          Amount.

MINIMUM GUARANTEED AND CURRENT INTEREST RATES

   
      The Fixed Account Value, including the Loan Reserve, is guaranteed to
accumulate at a minimum effective annual interest rate of 4%. Western Reserve
presently credits the Fixed Account Value with current rates in excess of the
minimum guarantee but it is not obligated to do so. Western Reserve has no
specific formula for determining current interest rates. Some of the factors
that Western Reserve may consider, in its sole discretion, in determining
whether to credit interest in excess of the 4% guaranteed rate are: general
economic trends, rates of return currently available and anticipated on the
company's investments, regulatory and tax requirements, and competitive
factors. The Fixed Account Value will not share in the investment performance
of the company's general account or any portion thereof. Because Western
Reserve, at its sole discretion, anticipates changing the current interest rate
from time to time, different allocations to and from the Fixed Account Value
will be credited different current interest rates.
    

      Western Reserve further guarantees that when a higher current interest
rate is declared on an allocation to the Fixed Account, that interest rate will
be guaranteed on such allocation for at least a one year period (the "Guarantee
Period"), unless the Cash Value associated


                                       35
<PAGE>

with an allocation has been transferred to the Loan Reserve. Western Reserve
reserves the right to apply a different current interest rate to that part of
the Cash Value equal to the Loan Reserve. At the end of the Guarantee Period,
Western Reserve reserves the right to declare a new current interest rate on
such allocation and accrued interest thereon (which may be a different current
interest rate than the current interest rate on new allocations to the Fixed
Account on that date). The rate declared on such allocation and accrued
interest thereon at the end of each Guarantee Period will be guaranteed again
for another Guarantee Period. At the end of any Guarantee Period, any interest
credited on the Policy's Cash Value in the Fixed Account in excess of the
minimum guaranteed rate of 4% per year will be determined in the sole
discretion of Western Reserve. The Policyowner assumes the risk that interest
credited may not exceed the guaranteed minimum rate.

      Allocations from the Fixed Account Value to provide: a) cash withdrawal
amounts, b) transfers to the Series Account, or c) monthly deduction charges
are currently, for the purpose of crediting interest, accounted for on a last
in, first out ("LIFO") method.

      Western Reserve reserves the right to change the method of crediting
interest from time to time, provided that such changes will not have the effect
of reducing the guaranteed rate of interest below 4% per annum or shorten the
Guarantee Period to less than one year.

ALLOCATIONS, TRANSFERS AND WITHDRAWALS

      Net premium payments and transfers to the Fixed Account will be allocated
to the Fixed Account on the first Valuation Date on or following the date
Western Reserve receives the payment or transfer request at its Office, except
Net Premium received prior to the Policy Date will take place on the Policy
Date (or the Record Date, if later).
   
      For transfers from the Fixed Account to a Sub-Account, Western Reserve
reserves the right to require that transfer requests be in writing and received
at Western Reserve's Office within 30 days after a Policy Anniversary. The
maximum amount that may be transferred is limited to the greater of (a) 25% of
the amount in the Fixed Account, or (b) the amount transferred in the prior
Policy year from the Fixed Account, unless Western Reserve consents otherwise.
Please consult your Policy for details. No transfer charge will apply to
transfers from the Fixed Account to a Sub-Account. Amounts may be withdrawn from
the Fixed Account for cash withdrawals and surrenders only upon written request
of the Policyowner, and are subject to any applicable requirement for a
signature guarantee. (See Policy Rights -Surrender Privileges, p. 31.) Western
Reserve further reserves the right to defer payment of transfers, cash
withdrawals, or surrenders from the Fixed Account for up to six months. In
addition, Policy provisions relating to transfers, cash withdrawals or
surrenders from the Series Account will also apply to Fixed Account
transactions.
    

                         DISTRIBUTION OF THE POLICIES

      The Policy will be sold by individuals who, in addition to being licensed
as life insurance agents for Western Reserve, are also registered
representatives of ISI, an affiliate of Western Reserve and the principal
underwriter of the Policies, or of broker-dealers who have entered into written
sales agreements ("Sales Agreements") with the principal underwriter for
promotion and sale of the Policies. ISI is registered with the Commission under
the Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. No amounts have been retained
by ISI for acting as principal underwriter for the Policies. The compensation
payable to registered representatives who are appointed agents of Western
Reserve for sales of the Policies may vary with the Sales Agreement, but is not
expected to exceed 65% of all premiums paid during the first Policy year, plus
3.0% on all premiums paid thereafter. In addition, certain production,
persistency and managerial bonuses may be paid.

                              FEDERAL TAX MATTERS

INTRODUCTION

      The ultimate effect of Federal income taxes on the Cash Value and on the
economic benefit to the Policyowner or Beneficiary depends on Western Reserve's
tax status and upon the tax status of the individual concerned. The discussion
contained herein is general in nature and is not intended as tax advice. For
complete information on Federal and state tax considerations, a qualified tax
adviser should be consulted. No attempt is made to consider any applicable
state or other tax laws. Because the discussion herein is based upon Western
Reserve's understanding of Federal income tax laws as they are currently
interpreted, Western Reserve cannot guarantee the tax status of any Policy.
Western Reserve makes no representations regarding the likelihood of
continuation of the current Federal income tax laws, Treasury Regulations, or
of the current interpretations by the Internal Revenue Service ("IRS"). Western
Reserve reserves the right to make changes to the Policy in order to assure
that it will continue to qualify as life insurance for tax purposes.

TAX CHARGES

      At the present time, Western Reserve makes no charge for any Federal,
state or local taxes (other than premium taxes) that the Company incurs that
may be attributable to such Account or to the Policies. Western Reserve,
however, reserves the right in the future to make a charge for any such tax or
other economic burden resulting from the application of the tax laws that it
determines to be properly attributable to the Series Account or to the
Policies.

TAX STATUS OF THE POLICY

      Section 7702 of the Code sets forth a definition of a life insurance
contract for Federal tax purposes. The Secretary of the Treasury (the
"Treasury") has recently issued proposed regulations that would specify what
will


                                       36
<PAGE>

be considered reasonable mortality charges under Section 7702. Guidance as to
how Section 7702 is to be applied is, however, limited. If a Policy were
determined not to be a life insurance contract for purposes of Section 7702,
such Policy would not provide most of the tax advantages normally provided by a
life insurance policy.

      With respect to a Policy that is issued on the basis of a rate class
using Ultimate Select, non-tobacco use, Select, non-tobacco use, Ultimate
Standard, tobacco use, or Standard, tobacco use, guaranteed rates, while there
is some uncertainty due to the limited guidance on Section 7702, Western
Reserve nonetheless believes that such a Policy should meet the Section 7702
definition of a life insurance contract. With respect to a Policy that is
issued on a substandard rate class, there is even less guidance to determine
whether such a Policy meets the Section 7702 definition of a life insurance
contract. Thus, it is not clear whether such a Policy would satisfy Section
7702, particularly if the Policyowner pays the full amount of premiums
permitted under the Policy. If it is subsequently determined that a Policy does
not satisfy Section 7702, Western Reserve will take whatever steps are
appropriate and reasonable to attempt to cause such a Policy to comply with
Section 7702, including possibly refunding any premiums paid that exceed the
limitation allowable under Section 7702 (together with interest or other
earnings on any such premiums refunded as required by law). For these reasons,
Western Reserve reserves the right to modify the Policy as necessary to attempt
to qualify it as a life insurance contract under Section 7702.

      Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Series Account to be
"adequately diversified" in order for the Policy to be treated as a life
insurance contract for Federal tax purposes. The Series Account, through the
Fund, intends to comply with the diversification requirements prescribed by the
Treasury in Reg. sec. 1.817-5, which affect how the Fund's assets may be
invested. Western Reserve believes that the Fund will be operated in compliance
with the requirements prescribed by the Treasury.

      In certain circumstances, owners of variable life insurance policies may
be considered the owners, for Federal income tax purposes, of the assets of the
separate account used to support their policies. In those circumstances, income
and gains from the separate account assets would be includable in the owner's
gross income. The IRS has stated in published rulings that the owner of a
variable life insurance policy will be considered the owner of separate account
assets if the owner possesses incidents of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor (I.E., the policyowner), rather
than the insurance company, to be treated as the owner of the assets in the
account." This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular sub-account without being treated as owners of the
underlying assets."

      The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that policyowners were not owners of separate account assets. For
example, the Policyowner has additional flexibility in allocating premium
payments and Policy values. These differences could result in a Policyowner
being treated as the owner of a pro rata portion of the assets of the Series
Account. In addition, Western Reserve does not know what standards will be set
forth, if any, in the regulations or rulings which the Treasury Department has
stated it expects to issue. Western Reserve therefore reserves the right to
modify the Policy as necessary to attempt to prevent a Policyowner from being
considered the owner of a pro rata share of the assets of the Series Account.

      The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

   
      1. IN GENERAL. Western Reserve believes that the proceeds and Cash Value
increases of a Policy should be treated in a manner consistent with a
fixed-benefit life insurance policy for federal income tax purposes. Thus, the
death benefit under the Policy should be excludable from the gross income of
the Beneficiary under section 101(a)(1) of the Code.

      A change in a Policy's Specified Amount, the payment of an unscheduled
premium, the taking of a Policy loan, a cash withdrawal, a total surrender, a
Policy Lapse with an outstanding indebtedness, a change in death benefit
options, the exchange of a Policy, or the assignment of a Policy may have tax
consequences depending upon the circumstances. In addition, federal estate and
state and local estate, inheritance, and other tax consequences of ownership or
receipt of Policy proceeds depend upon the circumstances of each Policyowner or
Beneficiary. A competent tax advisor should be consulted for further
information.
    

      The Policy may also be used in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, retiree medical benefit plans and
others. The tax consequences of such plans may vary depending on the particular
facts and circumstances of each individual arrangement. Therefore, if a
Policyowner is contemplating the use of a Policy in any arrangement the value
of which depends in part on its tax consequences, that Policyowner should be
sure to consult a qualified tax adviser regarding the tax attributes of the
particular arrangement.


                                       37
<PAGE>

      Generally, the Policyowner will not be deemed to be in constructive
receipt of the Cash Value, including increments thereof, under the Policy until
there is a distribution. The tax consequences of distributions from, and loans
taken from, or secured by, a Policy depend on whether the Policy is classified
as a "modified endowment contract" under Section 7702A. Section 7702A generally
applies to Policies entered into or materially changed after June 20, 1988.

      2. MODIFIED ENDOWMENT CONTRACTS. A Policy may be treated as a modified
endowment contract depending upon the amount of premiums paid in relation to
the death benefit provided under such Policy. The premium limitation rules for
determining whether such a Policy is a modified endowment contract are
extremely complex. In general, however, a Policy will be a modified endowment
contract if the accumulated premiums paid at any time during the first seven
Policy years exceeds the sum of the net level premiums which would have been
paid on or before such time if the Policy provided for paid-up future benefits
after the payment of seven level annual premiums. In addition, if a Policy is
"materially changed," it may cause such Policy to be treated as a modified
endowment contract. The material change rules for determining whether a Policy
is a modified endowment contract are also extremely complex. In general,
however, the determination whether a Policy will be a modified endowment
contract after a material change depends upon the relationship of the death
benefit at the time of change to the Cash Value at the time of such change and
the additional premiums paid in the seven Policy years starting with the date
on which the material change occurs.

      Under Western Reserve's current procedures, the Policyowner will be
notified at the time a Policy is issued whether, according to Western Reserve's
calculations, the Policy is or is not classified as a modified endowment
contract based on the premium then received. The Policyowner will also be
notified of the amount of the maximum annual premium which can be paid without
causing a Policy to be classified as a modified endowment contract.

   
      Due to the Policy's flexibility, classification of a Policy as a modified
endowment contract will depend upon the circumstances of each Policy.
Accordingly, a prospective Policyowner should contact a competent tax adviser
before purchasing a Policy to determine the circumstances under which the
Policy would be a modified endowment contract. In addition, a Policyowner
should contact a competent tax advisor before making any change to, including
an exchange of, a Policy to determine whether such change would cause the
Policy (or the new policy in the case of an exchange) to be treated as a
modified endowment contract.

      If a Policy becomes a modified endowment contract, distributions that
occur during the Policy year it becomes a modified endowment contract and any
subsequent Policy year will be taxed as distributions from a modified endowment
contract. In addition, distributions from a Policy within two years before it
becomes a modified endowment contract will be taxed in this manner. This means
that a distribution made from a Policy that is not a modified endowment
contract could later become taxable as a distribution from a modified endowment
contract. A Builder Plus Program Policy, however, will in most instances be
treated as a Modified Endowment Contract. (See Charges and Deductions - Builder
Plus Program,(SM) p. 29.)
    

      3. DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACTS. Policies classified as modified endowment contracts are subject to
the following tax rules: First, all pre-death distributions from such a Policy
(including distributions upon surrender, distributions made in anticipation of
the Policy becoming a modified endowment contract, and benefits paid at
maturity) are treated as ordinary income subject to tax up to the amount equal
to the excess (if any) of the Cash Value immediately before the distribution
over the investment in the Policy (described below) at such time. Second, loans
taken from, or secured by, such a Policy are treated as distributions from such
a Policy and taxed accordingly. (Unpaid Policy loan interest will be treated as
a loan for these purposes.) Third, a 10% additional income tax is imposed on
the portion of any distribution from, or loan taken from, or secured by, such a
Policy that is included in income except where the distribution or loan is made
on or after the Owner attains age 591/2, is attributable to the Policyowner's
becoming disabled, or is part of a series of substantially equal periodic
payments for the life (or life expectancy) of the Policyowner or the joint
lives (or joint life expectancies) of the Policyowner and the Policyowner's
Beneficiary.

      4. DISTRIBUTION FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACTS. Distributions from a Policy that is not classified as a modified
endowment contract are generally treated as first recovering the investment in
the Policy (described below) and then, only after the return of all such
investment in the Policy, as distributing taxable income. An exception to this
general rule occurs in the case of a cash withdrawal, a decrease in the
Policy's death benefit, or any other change that reduces benefits under the
Policy in the first 15 years after the Policy is issued and results in a cash
distribution to the Policyowner in order for the Policy to continue complying
with the Section 7702 definitional limits. In that case, such distribution will
be taxed in whole or in part as ordinary income (to the extent of any gain in
the Policy) under rules prescribed in Section 7702.

      Loans from, or secured by, a Policy that is not a modified endowment
contract are not treated as distributions. Instead, such loans are treated as
indebtedness of the Policyowner.

      Finally, distributions (including distributions upon surrender or lapse)
or loans from, or secured by, a Policy that is not a modified endowment
contract are not subject to the 10% additional income tax.


                                       38
<PAGE>

   
      5. POLICY LOAN INTEREST. The deductibility of Policy loan interest may be
limited by the Code. For example, interest paid on any loan under a Policy
which is owned by an individual generally is not deductible. Therefore, a
Policyowner should consult a competent tax advisor as to whether Policy loan
interest will be deductible.
    

      6. INVESTMENT IN THE POLICY. Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a Policy,
minus (ii) the aggregate amount received under the Policy which is excluded
from the gross income of the Policyowner (except that the amount of any loan
from, or secured by, a Policy that is a modified endowment contract, to the
extent such amount is excluded from gross income, will be disregarded), plus
(iii) the amount of any loan from, or secured by, a Policy that is a modified
endowment contract to the extent that such amount is included in the gross
income of the Policyowner.

      7. MULTIPLE POLICIES. All modified endowment contracts that are issued by
Western Reserve (or its affiliates) to the same Policyowner during any calendar
year are treated as one modified endowment contract for purposes of determining
the amount includable in gross income under Section 72(e) of the Code.

   
      8. TERMINAL ILLNESS ACCELERATED DEATH BENEFIT RIDER. Pursuant to the
recently enacted Health Insurance Portability and Accountability Act of 1996,
Western Reserve believes that for federal income tax purposes a Single Sum
Benefit payment made under the Terminal Illness Accelerated Death Rider should
be fully excludable from the gross income of the beneficiary, as long as the
beneficiary is the Insured under the Policy. However, a Policyowner should
consult a qualified tax advisor about the consequences of adding this Rider to
a Policy or requesting a Single Benefit payment under this Rider.
    

EMPLOYMENT-RELATED BENEFIT PLANS

      On July 6, 1983, the Supreme Court held in ARIZONA GOVERNING COMMITTEE V.
NORRIS that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women on the basis of sex. The Policy described in this
Prospectus contains guaranteed cost of insurance rates and guaranteed purchase
rates for certain payment options that distinguish between men and women.
Accordingly, employers and employee organizations should consider, in
consultation with legal counsel, the impact of NORRIS, and Title VII generally,
on any employment-related insurance or benefit program for which a Policy may
be purchased.

                               SAFEKEEPING OF THE
                            SERIES ACCOUNT'S ASSETS

   
      Western Reserve holds the assets of the Series Account. The assets are
kept physically segregated and held separate and apart from the General
Account. Western Reserve maintains records of all purchases and redemptions of
Fund shares by each of the Sub-Accounts. Additional protection for the assets
of the Series Account is provided by a blanket bond issued to AEGON U.S.
Holding Corporation ("AEGON U.S.") in the amount of $5 million (subject to a $1
million deductible), covering all of the employees of AEGON U.S. and its
affiliates, including Western Reserve. A Stockbrokers Blanket Bond, issued to
AEGON U.S.A. Securities, Inc. provides additional fidelity coverage, to a limit
of $12 million.
    

                      VOTING RIGHTS OF THE SERIES ACCOUNT

      To the extent required by law, Western Reserve will vote the Fund shares
held in the Series Account at shareholder meetings of the Fund in accordance
with instructions received from persons having voting interests in the
corresponding Sub-Accounts of the Series Account. Except as required by the
1940 Act, the Fund does not hold regular or special shareholder meetings. If
the 1940 Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result Western Reserve
determines that it is permitted to vote the Fund shares in its own right, it
may elect to do so.

      The number of votes which a Policyowner has the right to instruct will be
calculated separately for each Sub-Account. The number of votes which each
Policyowner has the right to instruct will be determined by dividing a Policy's
Cash Value in that Sub-Account by $100. Fractional shares will be counted. The
number of votes of the Portfolio which the Policyowner has the right to
instruct will be determined as of the date coincident with the date established
by that Portfolio for determining shareholders eligible to vote at the meeting
of the Fund. Voting instructions will be solicited by written communications
prior to such meeting in accordance with procedures established by the Fund.

      Western Reserve will vote Fund shares as to which no timely instructions
are received and Fund shares which are not attributable to Policyowners in
proportion to the voting instructions which are received with respect to all
Policies participating in that Portfolio. Voting instructions to abstain on any
item to be voted upon will reduce the votes eligible to be cast by Western
Reserve.

Each person having a voting interest in a Sub-Account will receive proxy
materials, reports and other materials relating to the appropriate Portfolio.
   
      DISREGARD OF VOTING INSTRUCTIONS.   Western Reserve may, when required by
state insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
sub-classification or investment objective of the Fund or one or more of its
Portfolios or to approve or disapprove an investment advisory contract for a
Portfolio of the Fund. In addition, Western Reserve itself may disregard voting
instructions in favor of changes initiated by a Policyowner in the investment
policy or the investment adviser of a Portfolio of the Fund if Western Reserve
reasonably disapproves of such changes. A change would be disapproved only if
the proposed change is contrary to state law or prohibited by state
 
    

                                       39
<PAGE>

regulatory authorities or Western Reserve determined that the change would have
an adverse effect on its General Account in that the proposed investment policy
for a Portfolio may result in overly speculative or unsound investments. In the
event Western Reserve does disregard voting instructions, a summary of that
action and the reasons for such action will be included in the next annual
report to Policyowners.

                      STATE REGULATION OF WESTERN RESERVE

      As a life insurance company organized and operated under Ohio law,
Western Reserve is subject to provisions governing such companies and to
regulation by the Ohio Commissioner of Insurance.

      Western Reserve's books and Accounts are subject to review and
examination by the Ohio Insurance Department at all times and a full
examination of its operations is conducted by the National Association of
Insurance Commissioners at least once every three years.

                                  REINSURANCE

      Western Reserve intends to reinsure a portion of the risks assumed under
the Policies.

                        EXECUTIVE OFFICERS AND DIRECTORS
                              OF WESTERN RESERVE

JOHN R. KENNEY(1), CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER
     AND PRESIDENT, Chairman of the Board of Directors (1987 - present) and
     Chief Executive Officer (1982 - present), President, (1978 - 1987 and
     December, 1992 - present), Director (1978 - present), Western Reserve Life
     Assurance Co. of Ohio; Chairman of the Board of Directors (1985 -
     present), President (March, 1993 - present), WRL Series Fund, Inc.;
     Chairman of the Board (October, 1996 - present), WRL Investment
     Management, Inc.; Chairman of the Board (October, 1996 - present), WRL
     Investment Services, Inc.; Chairman of the Board of Directors and Chief
     Executive Officer (1988 to February, 1991), President (1988 - 1989),
     Director (1976 to February, 1991), Executive Vice President (1972 - 1988),
     Pioneer Western Corporation (financial services), Largo, Florida; Trustee
     (1987 - present), Chairman (December, 1989 to September, 1990 and
     November, 1990 to present) and President and Chief Executive Officer
     (November, 1986 to September, 1990), IDEX Series Fund; former Trustee of
     IDEX Fund, IDEX II Series Fund and IDEX Fund 3 (investment companies), all
     of Largo, Florida

ALAN M. YAEGER(1), EXECUTIVE VICE PRESIDENT, ACTUARY AND CHIEF FINANCIAL
     OFFICER, Executive Vice President (June, 1993 - present), Chief Financial
     Officer (December, 1995 - present), Senior Vice President (1981 - June,
     1993) and Actuary (1972 - present), Western Reserve Life Assurance Co. of
     Ohio; Executive Vice President (September, 1993 - present), WRL Series
     Fund, Inc.; Director (October, 1996 - present), WRL Investment Management,
     Inc.; Director (October, 1996 - present), WRL Investment Services, Inc.,
     all of Largo, Florida.

WILLIAM H. GEIGER(1), SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL,
     Senior Vice President, Secretary and General Counsel (July, 1990 -
     present) of Western Reserve Life Assurance Co. of Ohio; Vice President,
     Secretary and General Counsel of Pioneer Western Corporation (financial
     services) and Secretary of its subsidiaries (May, 1990 to February, 1991);
     Vice President and Assistant Secretary (November, 1990 to present) and
     Secretary (June, 1990 to September, 1990) IDEX Series Fund, former Vice
     President and Assistant Secretary of IDEX Fund, IDEX II Series Fund and
     IDEX Fund 3 (investment companies), all of Largo, Florida.

G. JOHN HURLEY(1), EXECUTIVE VICE PRESIDENT, Executive Vice President (June,
     1993 - present), Western Reserve Life Assurance Co. of Ohio; Executive
     Vice President (June, 1993 - present), Director (March, 1994 - present),
     WRL Series Fund, Inc.; Director (October, 1996 - present), WRL Investment
     Management, Inc.; Director (October, 1996 - present), WRL Investment
     Services, Inc.; President and Chief Executive Officer (September, 1990 -
     present), Trustee (June, 1990 - present) and Executive Vice President
     (June, 1988 - September, 1990) of IDEX Series Fund, former Trustee and
     Executive Vice President of IDEX Fund, IDEX II Series Fund and IDEX Fund 3
     (investment companies); Assistant Vice President of AEGON USA Managed
     Portfolios, Inc. (September, 1991 - August, 1992); Vice President (May,
     1988 - February, 1991) Pioneer Western Corporation (financial services).

ALLAN J. HAMILTON(1), VICE PRESIDENT, TREASURER AND CONTROLLER, Vice President
     and Controller (1987 - present), Treasurer (February, 1997 - present),
     Assistant Vice President and Assistant Controller (1983 - 1987), Western
     Reserve Life Assurance Co. of Ohio; Treasurer and Principal Financial
     Officer (February, 1997 - present), WRL Series Fund, Inc.; Vice President
     and Controller (1988 to February 1991), Pioneer Western Corporation
     (financial services), Largo, Florida.

PATRICK S. BAIRD, DIRECTOR, 4333 Edgewood Road, NE, Cedar Rapids, Iowa 52499,
     Director (February, 1991 to present), Western Reserve Life Assurance Co.
     of Ohio; Executive Vice President (1995 - present), Chief Operating
     Officer (1996 - present), Vice President and Chief Tax Officer (1984 -
     1995), Chief Financial Officer (1992 - 1995) AEGON USA, Inc., formerly
     known as Life Investors, Inc., (financial services holding company), Cedar
     Rapids, Iowa.

JACK E. ZIMMERMAN, DIRECTOR, 507 St. Michel Circle, Kettering, Ohio 45429,
     Director (1987 - present), Western Reserve Life Assurance Co. of Ohio;
     Trustee, IDEX Series Fund, former Trustee of


                                       40
<PAGE>

     IDEX Fund, IDEX II Series Fund and IDEX Fund 3 (investment companies);
     Director, Regional Marketing, (1986 - January, 1993), Martin Marietta
     Corporation, Dayton, Ohio.

LYMAN H. TREADWAY, DIRECTOR, 30195 Chagrin Blvd. Ste. 210N, Cleveland, Ohio
     44124, Director (September, 1994 - present), Western Reserve Life
     Assurance Co. of Ohio; Consultant (1988 - 1993), Cleveland, Ohio.

JAMES R. WALKER, DIRECTOR, 3320 Office Park Dr., Dayton, Ohio 45439, Director
     (June, 1996 - present) Western Reserve Life Assurance Co. of Ohio; Self-
     employed, Public Accountant (1996 - present); Partner, C.P.A. (1990 -
     1995), Walker-Davis C.P.A.'s, Dayton, Ohio.
- ------------------------------
(1) The principal business address is Western Reserve Life Assurance Co. of
     Ohio, P.O. Box 5068, Clearwater, Florida 34618-5068.

                                 LEGAL MATTERS

   
      Sutherland, Asbill & Brennan LLP, Washington, D.C., has provided advice
on certain legal matters concerning Federal securities laws in connection with
the Policies. All matters of Ohio law pertaining to the Policy, including the
validity of the Policy and Western Reserve's right to issue the Policy under
Ohio Insurance Law, have been passed upon by Thomas E. Pierpan, Vice President,
Associate General Counsel and Assistant Secretary of Western Reserve.
    

                               LEGAL PROCEEDINGS

      There are no legal proceedings to which the Series Account is a party or
to which the assets of the Series Account are subject. Western Reserve is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Series Account.

                                    EXPERTS

      The financial statements of WRL Series Life Account as of December 31,
1996 and for the year then ended have been included herein in reliance upon the
report of Price Waterhouse LLP, independent accountants, and upon the authority
of that firm as experts in accounting and auditing.

      The financial statements and schedules of Western Reserve Life Assurance
Co. of Ohio at December 31, 1996 and 1995 and for each of the three years in
the period ended December 31, 1996, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein which
is based in part on the reports of Price Waterhouse LLP, independent
accountants. The financial statements referred to above are included in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.

      Actuarial matters included in this Prospectus have been examined by Alan
Yaeger as stated in the opinion filed as an exhibit to the registration
statement.

                            ADDITIONAL INFORMATION

      A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Policy offered hereby. This Prospectus does not contain all the information set
forth in the registration statement and the amendments and exhibits to the
registration statement, to all of which reference is made for further
information concerning the Series Account, Western Reserve and the Policy
offered hereby. Statements contained in this Prospectus as to the contents of
the Policy and other legal instruments are summaries. For a complete statement
of the terms thereof reference is made to such instruments as filed.

           INFORMATION ABOUT WESTERN RESERVE'S FINANCIAL STATEMENTS

      The financial statements of Western Reserve which are included in this
Prospectus (see p. 91) should be considered only as bearing on the ability of
Western Reserve to meet its obligations under the Policies. They should not be
considered as bearing on the investment performance of the assets held in the
Series Account.

      Financial statements for Western Reserve for the years ended December 31,
1996, 1995 and 1994, have been prepared on the basis of statutory accounting
principles, rather than generally accepted accounting principles ("GAAP").


                                       41
<PAGE>

   
                                  APPENDIX A

                           ILLUSTRATION OF BENEFITS
    

      The tables in Appendix A illustrate the way in which a Policy operates.
They show how the death benefit, Cash Value and Net Surrender Value of a Policy
issued to an Insured of a given age and a given premium could vary over an
extended period of time assuming hypothetical gross rates of return equivalent
to constant after tax annual rates of 0%, 6% and 12%. The tables illustrate the
Policy values that would result based on the assumptions that the premium is
paid as indicated, that the Owner has not requested a decrease in the Specified
Amount of the Policy, and that no cash withdrawals or Policy loans have been
made.

      The death benefits, Cash Values and Net Surrender Values under a Policy
would be different from those shown if the actual rate of return averages 0%,
6% or 12% over a period of years, but fluctuates above and below those averages
for individual Policy years. They would also differ if any Policy loans were
made during the period of time illustrated.

      The illustration on page 43 is based on a Policy for an Insured who is a
35 year old male in the Ultimate Select, non-tobacco use, rate class, annual
premiums of $2,000, a $165,000 Specified Amount and death benefit Option A. The
illustration on that page also assume cost of insurance charges based on
Western Reserve's CURRENT cost of insurance rates.

      The illustration on page 44 is based on the same factors as those on page
43, except that cost of insurance rates are based on the GUARANTEED cost of
insurance rates (based on the 1980 Commissioners Standard Ordinary Mortality
Table).

   
      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 during the
first 15 Policy years (Western Reserve currently intends to reduce this charge
to 0.75% after the first fifteen Policy years. However, such reduction is not
guaranteed, and Western Reserve reserves the right to maintain this charge at
the 0.90% level after the first fifteen Policy years); (2) estimated daily
expenses equivalent to an effective average annual expense level of 0.93% of
the average daily net assets of the Portfolios of the Fund; and (3) all
applicable premium expense charges and Cash Value charges using the current
monthly Policy Charge. The 0.93% average Portfolio expense level assumes an
equal allocation of amounts among the fifteen Sub-Accounts and is based on an
average 0.76% investment advisory fee and estimated 1996 average normal
operating expenses of 0.17% for each of the Portfolios in operation during
1996. Calculation of the average annual expense level utilized annualized
actual audited expenses incurred during 1996 for the Money Market (0.52%), Bond
(0.64%), Growth (0.88%), Strategic Total Return (0.91%), Emerging Growth
(0.94%), Global (0.99%), Aggressive Growth (0.98%), Balanced (0.97%), Growth &
Income (1.00%), C.A.S.E. Growth (1.00%), and Tactical Asset Allocation (0.90%)
Portfolios. 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 1.00%, 1.05% and 1.30%, respectively, for 1997. Also in addition, because
the Third Avenue Value Portfolio had not commenced operations as of December
31, 1997, the estimated average annual Portfolio expense level reflects
estimated expenses for this Portfolio at 0.93% for 1998. During 1997, 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. WRL Management has undertaken until April
30, 1998 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 1.83%, the gross annual investment return
rates of 0%, 6% and 12% are equivalent to net annual investment return rates of
- -1.83%, 4.17%, and 10.17%.
    

      The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the Series Account, because Western Reserve is not
currently making such charges. In order to produce after tax returns of 0%, 6%
or 12% if such charges are made in the future, the Series Account would have to
earn a sufficient amount in excess of 0%, 6% or 12% to cover any tax charges.
(See Charges Against the Series Account - Taxes, p. 27.)

      The "Premium Accumulated at 5%" column of each table shows the amount
which would accumulate if an amount equal to the premium were invested to earn
interest at 5% per year, compounded annually.

      Western Reserve will furnish, upon request, a comparable illustration
reflecting the proposed Insured's age, sex, risk classification and desired
plan features.

                                       42
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          HYPOTHETICAL ILLUSTRATIONS
                               MALE ISSUE AGE 35



<TABLE>
<S>                                    <C>
         Specified Amount $165,000     Ultimate Select Class
         Annual Premium $2,000         Option Type A
                          Using Current Cost of Insurance Rates
</TABLE>


<TABLE>
<CAPTION>
END OF          PREMIUMS                                        DEATH BENEFIT
POLICY         ACCUMULATED                           ASSUMING HYPOTHETICAL GROSS AND NET
YEAR              AT 5%                                  ANNUAL INVESTMENT RETURN OF
                                    0.00% (Gross)              6.00% (Gross)              12.00% (Gross)
                               -1.83% (Net) Years 1-15     4.17% (Net) Years 1-15     10.17% (Net) Years 1-15
                                -1.68 (Net) Years 16+       4.32% (Net) Years 16+      10.32% (Net) Years 16+
<S>            <C>             <C>                         <C>                        <C>
1                   2,100              165,000                    165,000                      165,000
2                   4,305              165,000                    165,000                      165,000
3                   6,620              165,000                    165,000                      165,000
4                   9,051              165,000                    165,000                      165,000
5                  11,604              165,000                    165,000                      165,000
6                  14,284              165,000                    165,000                      165,000
7                  17,098              165,000                    165,000                      165,000
8                  20,053              165,000                    165,000                      165,000
9                  23,156              165,000                    165,000                      165,000
10                 26,414              165,000                    165,000                      165,000
15                 45,315              165,000                    165,000                      165,000
20                 69,439              165,000                    165,000                      165,000
30(AGE 65)        139,522              165,000                    165,000                      354,239
40(AGE 75)        253,680              165,000                    165,000                      850,576
50(AGE 85)        439,631                    *                    259,118                    2,233,562
60(AGE 95)        742,526                    *                    396,293                    5,647,972
</TABLE>


<TABLE>
<CAPTION>
END OF                                        CASH VALUE
POLICY                           ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                                 ANNUAL INVESTMENT RETURN OF
                  0.00% (Gross)            6.00% (Gross)            12.00% (Gross)
             -1.83% (Net) Years 1-15   4.17% (Net) Years 1-15   10.17% (Net) Years 1-15
              -1.68% (Net) Years 16+    4.32% (Net) Years 16+    10.32% (Net) Years 16+
<S>          <C>                       <C>                      <C>
1                      1,533                     1,636                      1,739
2                      3,035                     3,336                      3,651
3                      4,502                     5,101                      5,750
4                      5,936                     6,934                      8,059
5                      7,328                     8,827                     10,587
6                      8,677                    10,782                     13,357
7                      9,981                    12,800                     16,391
8                     11,241                    14,883                     19,717
9                     12,436                    17,013                     23,345
10                    13,575                    19,202                     27,317
15                    18,739                    31,458                     54,202
20                    22,614                    45,989                     98,375
30(AGE 65)            27,868                    86,332                    290,360
40(AGE 75)            24,179                   148,171                    794,931
50(AGE 85)                 *                   246,779                  2,127,202
60(AGE 95)                 *                   392,370                  5,592,051



<CAPTION>
END OF                                   NET SURRENDER VALUE
POLICY                           ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                                 ANNUAL INVESTMENT RETURN OF
                  0.00% (Gross)            6.00% (Gross)            12.00% (Gross)
             -1.83% (Net) Years 1-15   4.17% (Net) Years 1-15   10.17% (Net) Years 1-15
              -1.68% (Net) Years 16+    4.32% (Net) Years 16+    10.32% (Net) Years 16+
<S>          <C>                       <C>                      <C>
1                          0                         0                         0
2                        474                       776                     1,090
3                      1,941                     2,540                     3,190
4                      3,375                     4,373                     5,498
5                      4,767                     6,266                     8,026
6                      6,372                     8,478                    11,052
7                      7,932                    10,752                    14,342
8                      9,448                    13,091                    17,924
9                     10,899                    15,477                    21,808
10                    12,295                    17,921                    26,036
15                    18,739                    31,458                    54,202
20                    22,614                    45,989                    98,375
30(AGE 65)            27,868                    86,332                   290,360
40(AGE 75)            24,179                   148,171                   794,931
50(AGE 85)                 *                   246,779                 2,127,202
60(AGE 95)                 *                   392,370                 5,592,051
</TABLE>

* In the absence of an additional payment, the Policy would lapse.


THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.

ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY AN OWNER
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUND. THE DEATH BENEFIT,
CASH VALUE AND NET SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY WESTERN RESERVE OR THE FUND THAT
THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME. THIS ILLUSTRATION MUST BE PRECEDED OR
ACCOMPANIED BY A CURRENT PROSPECTUS.

                                       43
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          HYPOTHETICAL ILLUSTRATIONS
                               MALE ISSUE AGE 35


<TABLE>
<S>                                    <C>
         Specified Amount $165,000     Ultimate Select Class
         Annual Premium $2,000         Option Type A
                        Using Guaranteed Cost of Insurance Rates
</TABLE>


<TABLE>
<CAPTION>
END OF          PREMIUMS                                        DEATH BENEFIT
POLICY         ACCUMULATED                           ASSUMING HYPOTHETICAL GROSS AND NET
YEAR           AT 5%                                     ANNUAL INVESTMENT RETURN OF
                                    0.00% (Gross)              6.00% (Gross)              12.00% (Gross)
                               -1.83% (Net) Years 1-15     4.17% (Net) Years 1-15     10.17% (Net) Years 1-15
                                -1.68% (Net) Years 16+      4.32% (Net) Years 16+      10.32% (Net) Years 16+
<S>            <C>             <C>                         <C>                        <C>
1                   2,100              165,000                    165,000                      165,000
2                   4,305              165,000                    165,000                      165,000
3                   6,620              165,000                    165,000                      165,000
4                   9,051              165,000                    165,000                      165,000
5                  11,604              165,000                    165,000                      165,000
6                  14,284              165,000                    165,000                      165,000
7                  17,098              165,000                    165,000                      165,000
8                  20,053              165,000                    165,000                      165,000
9                  23,156              165,000                    165,000                      165,000
10                 26,414              165,000                    165,000                      165,000
15                 45,315              165,000                    165,000                      165,000
20                 69,439              165,000                    165,000                      165,000
30(AGE 65)        139,522              165,000                    165,000                      339,964
40(AGE 75)        253,680                    *                    165,000                      795,468
50(AGE 85)        439,631                    *                    172,935                    2,024,898
60(AGE 95)        742,526                    *                    257,787                    4,837,103
</TABLE>


<TABLE>
<CAPTION>
END OF                                        CASH VALUE
POLICY                           ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                                 ANNUAL INVESTMENT RETURN OF
                  0.00% (Gross)            6.00% (Gross)            12.00% (Gross)
             -1.83% (Net) Years 1-15   4.17% (Net) Years 1-15   10.17% (Net) Years 1-15
              -1.68% (Net) Years 16+    4.32% (Net) Years 16+    10.32% (Net) Years 16+
<S>          <C>                       <C>                      <C>
1                      1,533                     1,636                      1,739
2                      3,006                     3,307                      3,620
3                      4,437                     5,032                      5,678
4                      5,825                     6,814                      7,930
5                      7,169                     8,651                     10,392
6                      8,468                    10,545                     13,087
7                      9,719                    12,495                     16,035
8                     10,923                    14,504                     19,262
9                     12,076                    16,569                     22,796
10                    13,179                    18,696                     26,669
15                    18,188                    30,631                     52,931
20                    21,599                    44,452                     95,856
30(AGE 65)            18,768                    76,357                    278,659
40(AGE 75)                 *                   112,231                    743,428
50(AGE 85)                 *                   164,700                  1,928,474
60(AGE 95)                 *                   255,234                  4,789,211



<CAPTION>
END OF                                   NET SURRENDER VALUE
POLICY                           ASSUMING HYPOTHETICAL GROSS AND NET
YEAR                                 ANNUAL INVESTMENT RETURN OF
                  0.00% (Gross)            6.00% (Gross)            12.00% (Gross)
             -1.83% (Net) Years 1-15   4.17% (Net) Years 1-15   10.17% (Net) Years 1-15
              -1.68% (Net) Years 16+    4.32% (Net) Years 16+    10.32% (Net) Years 16+
<S>          <C>                       <C>                      <C>
1                          0                         0                         0
2                        445                       746                     1,059
3                      1,876                     2,471                     3,117
4                      3,265                     4,253                     5,369
5                      4,609                     6,090                     7,831
6                      6,164                     8,241                    10,783
7                      7,670                    10,446                    13,986
8                      9,130                    12,711                    17,470
9                     10,539                    15,033                    21,260
10                    11,899                    17,416                    25,389
15                    18,188                    30,631                    52,931
20                    21,599                    44,452                    95,856
30(AGE 65)            18,768                    76,357                   278,659
40(AGE 75)                 *                   112,231                   743,428
50(AGE 85)                 *                   164,700                 1,928,474
60(AGE 95)                 *                   255,234                 4,789,211
</TABLE>

* In the absence of an additional payment, the Policy would lapse.


THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.

ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY AN OWNER
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUND. THE DEATH BENEFIT,
CASH VALUE AND NET SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY WESTERN RESERVE OR THE FUND THAT
THESE HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME. THIS ILLUSTRATION MUST BE PRECEDED OR
ACCOMPANIED BY A CURRENT PROSPECTUS.

                                       44
<PAGE>

   
                                  APPENDIX B

                            LONG TERM MARKET TRENDS
    

      The information below is a record of the average annual returns of common
stock, high grade corporate bonds and 30-day U.S. Treasury bills over 20 year
holding periods.* The average annual returns assume the reinvestment of
dividends, capital gains and interest. This is a historical record and is not
intended as a projection of future performance. Charges associated with a
variable life insurance policy are not reflected.

      The data indicates that, historically, the investment performance of
common stocks over long periods of time has been positive and has generally
been superior to that of long-term, high grade debt securities. Common stocks
have, however, been subject to more dramatic market adjustments over short
periods of time. These trends indicate the potential advantages of holding a
variable life insurance policy for a long period of time.


      The following chart illustrates the average annual returns of the
Standard & Poor's Index of 500 Common Stocks ("S&P 500 Stock Index") for each
of the 20 year periods shown. These returns are compared to the average annual
returns of high grade corporate bonds and U.S. Treasury bills for the same
periods. (The 20-year periods selected for the chart begin in 1936 and have
ending periods at five year intervals.)

                            AVERAGE ANNUAL RETURNS
                          TWENTY YEAR HOLDING PERIODS




[GRAPHIC OMITTED]
                     
 
*  Source: (c) STOCKS, BONDS, BILLS AND INFLATION 1997 YEARBOOK/trademark/,
   Ibbotson Associates, Chicago (annually updates work by Roger G. Ibbotson and
   Rex A. Sinquefield). Used with permission. All rights reserved.

                                       45
<PAGE>

      Over the 51 20-year time periods beginning in 1927 and ending in 1996
(I.E. 1927-1946, 1928-1947, and so on through 1977-1996):

      -- The average annual return of common stocks was superior to that of
high grade, long-term corporate bonds in 48 of the 51 periods.


      -- The average annual return of common stocks surpassed that of U.S.
Treasury bills in each of the 51 periods.


      -- Common stock average annual returns exceeded the average annual rate
of inflation in each of the 51 periods.


      From 1927 through 1996 the average annual return for common stocks was
10.2%, compared to 5.4% for high grade, long-term corporate bonds, 3.7% for
U.S. Treasury bills and 3.1% for the Consumer Price Index.

    SUMMARY: HISTORIC S&P STOCK INDEX RESULTS FOR SPECIFIC HOLDING PERIODS
      The following chart categorizes the historical results of the Standard &
Poor's 500 Stock Index, with dividends reinvested, over one-year, five-year,
ten-year and twenty-year periods beginning in 1927 and ending 1996.
      The chart shows that, historically, the longer that a portfolio matching
the S&P 500 Stock Index was held, the less likely was the chance of a loss.
Conversely, the shorter the holding period of such a portfolio, the more likely
was the chance of a loss. The chart also shows that shorter term results tend
to be more extreme than longer term results.
      The chart is not a projection or representation of future stock market
results. It cannot be taken as representative of the performance of any one
fund. Rather it shows the historic performance of a broad index of stocks.

                    --------------------------------------
                   COMPOUND ANNUAL RATES OF RETURN BY DECADE


<TABLE>
<CAPTION>
                         1920s*     1930s   1940s     1950s      1960s     1970s     1980s   1990s**   1987-96
<S>                      <C>        <C>     <C>       <C>        <C>       <C>       <C>     <C>       <C>
Large Company  ......... 19.2%      -0.1%    9.2%     19.4%       7.8%      5.9%     17.5%   14.4%     15.3%
Small Company  ......... -4.5        1.4    20.7      16.9       15.5      11.5      15.8    15.6      13.0
Long-Term Corp.   ......  5.2        6.9     2.7       1.0        1.7       6.2      13.0     9.8       9.5
Long-Term Govt.   ......  5.0        4.9     3.2      -0.1        1.4       5.5      12.6    10.0       9.4
Inter-Term Govt.  ......  4.2        4.6     1.8       1.3        3.5       7.0      11.9     8.0       7.8
Treasury Bills .........  3.7        0.6     0.4       1.9        3.9       6.3       8.9     4.9       5.5
Inflation   ............ -1.1       -2.0     5.4       2.2        2.5       7.4       5.1     3.3       3.7
</TABLE>

- ------------------------------
 * Based on the period 1926-1929.

** Based on the period 1990-1996.

Source: (c) STOCKS, BONDS, BILLS AND INFLATION 1997 YEARBOOK/trademark/,
Ibbotson Associates, Inc., Chicago (annually updates work by Roger G. Ibbotson
and Rex A. Sinquefield). Used with permission. All rights reserved.
                    --------------------------------------

                      THE WRL FINANCIAL FREEDOM BUILDER(SM)
               AND THE "DOLLAR COST AVERAGING" INVESTMENT METHOD

      As the Long Term Market Trends graph indicates, the investment
performance of many common stocks has generally been positive over certain
relatively long periods. Common stocks have, however, also been subject to
market declines, often dramatic ones, and general volatility of prices over
shorter time periods. The price fluctuations of common stocks has historically
been greater than that of high grade debt securities.

      The relative volatility of common stock prices as compared with prices of
high grade debt instruments offers both advantages and disadvantages to
investors. Unfortunately, many investors who otherwise might be interested in
common stocks see only the disadvantages and not the advantages of stock price
fluctuation. The primary disadvantage, of course, is that price declines can be
prolonged and substantial, and when this occurs, investors cannot liquidate
their investments without realizing losses. Price declines, however, also offer
investors important opportunities.

      Opportunity arises from the fact that investors can purchase more common
stock for the same amount of money than they would before prices declined.
Investors may take advantage of this if they remain willing to continue
investing in both rising and falling markets. The dollar cost averaging method
of investing demonstrates this.

In this method of investing:

      /bullet/ Relatively constant dollar amounts are invested at regular
         intervals (monthly, quarterly, or annually),

      /bullet/ Stock Market fluctuations, especially the savings on purchases
         from price declines, are exploited for the investor's benefit.


                                       46
<PAGE>

                        HOW DOLLAR COST AVERAGING WORKS


<TABLE>
<CAPTION>
 Investments at
    Regular       Common Stock      Shares
   Intervals      Market Price     Purchased
- ---------------   --------------   ----------
<S>               <C>              <C>
         $150          $20             7.5
          150           15            10.0
          150           10            15.0
          150            5            30.0
          150           10            15.0
          150           15            10.0
  -----------                         ----
         $900                         87.5
</TABLE>


<TABLE>
<S>                                   <C>
Total Value of 87.5 shares @ $15/     $1,312.50
share
Less Investment made                  (  900.00)
                                      ---------
Gain/Profit                           $  412.50
</TABLE>

      Though the market price has not returned to the initial high of $20 per
share, dollar cost averaging has permitted the investor to purchase more shares
at a savings and thus realize a significant gain. Obviously, the dollar cost
averaging method ONLY works if the investor continues to invest relatively
constant amounts over a long period of time.


      This plan of investing does not assure a profit or protect against a loss
in declining markets; it does allow investors to take advantage of market
fluctuations. Since the success of this strategy is dependent on systematic
investing, purchasers should consider their ability to sustain their payments
through all periods of market fluctuations.


      How does the dollar cost averaging method relate to the WRL Financial
Freedom Builder(SM)? A Policyowner may invest his or her Net Premium in a
Sub-Account, and although a Policy's value in a Sub-Account or Sub-Accounts is
affected by several factors other than investment experience (E.G., Cash Value
charges and charges against the Series Account), the dollar cost averaging
method can be generally applied to the Policy to the extent that the
Policyowner pays a Planned Periodic Premium on a regular basis and he or she
allocates Net Premium resulting from those Planned Periodic Premiums to
Sub-Accounts in relatively constant amounts.

   
                         INDEX TO FINANCIAL STATEMENTS

WRL SERIES LIFE ACCOUNT:
      Statements of assets, liabilities and equity accounts at September 30,
      1997 (unaudited)
      Statement of operations as of September 30, 1997 (unaudited)
      Statements of changes in equity accounts as of September 30, 1997 and
      December 31, 1996 (unaudited)  Selected per unit data and ratios as of
      September 30, 1997 and for years ended December 31, 1996, 1995, 1994,
      1993 and 1992 (unaudited)
      Notes to financial statements (unaudited)
    
      Report of Independent Accountants dated January 31, 1997
      Statements of assets, liabilities and equity accounts and statements of
      operations for the year ended December 31, 1996
      Statements of changes in equity accounts for the years ended December 31,
      1996 and 1995
      Selected per unit data and ratios for the years ended December 31, 1996,
      1995, 1994, 1993 and 1992
      Notes to Financial Statements

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO:
   
      Statutory-Basis Balance Sheet as of September 30, 1997 (unaudited)
      Statutory-Basis Statement of Operations as of September 30, 1997
      (unaudited)
      Statutory-Basis Statement of Cash Flows as of September 30, 1997
      (unaudited)
      Note to Statutory-Basis Financial Statements (unaudited)
    
      Report of Independent Auditors dated February 21, 1997
      Statutory-Basis Balance Sheets at December 31, 1996 and 1995
      Statutory-Basis Statements of Operations for the years ended December 31,
      1996, 1995 and 1994
      Statutory-Basis Statements of Changes in Capital and Surplus for the
      years ended December 31, 1996, 1995 and 1994
      Statutory-Basis Statements of Cash Flows for the years ended December 31,
      1996, 1995, and 1994
      Notes to Statutory-Basis Financial Statements
      Statutory-Basis Financial Statement Schedules

                                       47
<PAGE>

   
                                  APPENDIX C
               (BASED ON THE SEX AND RATE CLASS OF THE INSURED)
    

                         SURRENDER CHARGE PER THOUSAND


<TABLE>
<CAPTION>
              MALE                MALE               FEMALE              FEMALE
ISSUE   ULTIMATE SELECT/   ULTIMATE STANDARD/   ULTIMATE SELECT/   ULTIMATE STANDARD/
AGE     SELECT             STANDARD             SELECT             STANDARD
<S>     <C>                <C>                  <C>                <C>
0               N/A               11.76                 N/A               11.76
1               N/A                8.16                 N/A                8.16
2               N/A                8.16                 N/A                8.16
3               N/A                7.92                 N/A                7.92
4               N/A                7.68                 N/A                7.68
5               N/A                7.68                 N/A                7.68
6               N/A                7.68                 N/A                7.68
7               N/A                7.68                 N/A                7.68
8               N/A                7.68                 N/A                7.68
9               N/A                7.68                 N/A                7.68
10              N/A                7.68                 N/A                7.68
11              N/A                7.68                 N/A                7.68
12              N/A                7.68                 N/A                7.68
13              N/A                7.92                 N/A                7.92
14              N/A                8.16                 N/A                8.16
15              N/A                8.40                 N/A                8.40
16              N/A                8.52                 N/A                8.52
17             0.00                8.88                0.00                8.88
18             8.72                9.20                8.72                9.20
19             8.84                9.32                8.84                9.32
20             8.96                9.44                8.96                9.44
21             9.16                9.88                9.16                9.64
22             9.32               10.04                9.32                9.80
23             9.52               10.24                9.52               10.00
24             9.68               10.40                9.68               10.40
25             9.88               10.84                9.88               10.60
26            10.56               11.28               10.32               11.04
27            11.00               11.72               10.76               11.48
28            11.40               12.12               11.16               12.12
29            12.08               12.80               11.84               12.56
30            12.52               13.24               12.28               13.00
31            13.04               14.00               12.80               13.52
32            13.76               14.48               13.52               14.24
33            14.28               15.24               14.04               14.76
</TABLE>


<TABLE>
<CAPTION>
ISSUE         ULTIMATE SELECT/   ULTIMATE STANDARD/   ULTIMATE SELECT/   ULTIMATE STANDARD/
AGE           SELECT             STANDARD             SELECT             STANDARD
<S>           <C>                <C>                  <C>                <C>
34                 14.76               15.96               14.52               15.48
35                 15.52               16.48               15.28               16.00
36                 16.20               17.40               15.96               16.92
37                 17.20               18.40               16.72               17.92
38                 18.12               19.56               17.64               18.60
39                 19.08               20.76               18.36               19.56
40                 20.28               21.96               19.32               20.52
41                 21.64               23.56               20.68               22.12
42                 23.08               25.24               22.12               23.80
43                 24.44               27.08               23.15               25.40
44                 26.04               29.16               23.86               26.96
45                 27.44               31.04               24.59               27.83
46                 28.72               32.80               25.38               28.76
47                 29.84               34.56               26.22               29.73
48                 31.00               36.32               27.11               30.75
49                 32.24               38.32               28.04               31.84
50                 33.56               40.56               29.05               32.99
51                 34.98               42.56               30.11               34.20
52                 36.49               45.24               31.24               35.48
53                 38.10               47.68               32.45               36.84
54                 39.83               50.84               33.72               38.28
55                 41.68               53.28               35.09               39.79
56                 43.63               55.79               36.54               41.39
57                 45.74               57.00               38.08               43.06
58                 47.98               57.00               39.74               44.88
59                 50.38               57.00               41.54               46.85
60                 52.97               57.00               43.47               48.97
61                 55.74               57.00               45.57               51.26
62                 57.00               57.00               47.82               53.73
63                 57.00               57.00               50.26               56.41
64                 57.00               57.00               52.88               57.00
65                 57.00               57.00               55.68               57.00
66 and over        57.00               57.00               57.00               57.00
</TABLE>

   
WRL00159-01/98
    



                                       48



<PAGE>


                            WRL SERIES LIFE ACCOUNT

                           MONEY MARKET SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Money Market Portfolio
   (14,179,829.230 shares;
   cost $14,179,829) ............     $14,179,829
 Accrued transfers from (to)
     depositor - net ............         140,423
                                      -----------
   Total assets   ...............      14,320,252
                                      -----------
LIABILITIES:   ..................             350
                                      -----------
   Total net assets  ............     $14,319,902
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Money Market sub-account
   (897,927.644465 units;
   $15.947724 unit value)  ......     $14,319,902
                                      -----------
   Total equity   ...............     $14,319,902
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................      $561,428
  Capital gain distributions  .........             0
                                             --------
                                              561,428
EXPENSES:
  Mortality and expense risk charges           97,772
                                             --------
   Net investment income (loss)  ......       463,656
                                             --------
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   .....................      $463,656
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   463,656           $   491,185
 Net gain (loss) on investments  .......................................                 0                     0
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations              463,656               491,185
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed)   .................................         4,799,129             5,217,298
                                                                               -----------           -----------
 Less cost of units redeemed:
  Administrative charges   .............................................         2,318,360             2,639,279
  Policy loans .........................................................           634,328               285,757
  Surrender benefits ...................................................           721,584               776,305
  Death benefits  ......................................................             8,640                25,737
                                                                               -----------           -----------
                                                                                 3,682,912             3,727,078
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          1,116,217             1,490,220
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................         1,579,873             1,981,405
EQUITY ACCOUNTS:
 Beginning of period ...................................................        12,740,029            10,758,624
                                                                               -----------           -----------
 End of period .........................................................       $14,319,902           $12,740,029
                                                                               ===========           ===========
</TABLE>

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

                                       49
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                           MONEY MARKET SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                        December 31
                                                September 30  ----------------------------------------------------------------
                                                    1997        1996         1995        1994         1993         1992
                                                ------------- ------------ ------------ ------------ ------------ ------------
<S>                                             <C>           <C>          <C>          <C>          <C>          <C>
Accumulation unit value, beginning of period     $   15.45     $   14.83    $   14.19    $   13.84    $   13.63    $   13.33
 Income from operations:
  Net investment income (loss)  ...............        .50           .62          .64          .35          .21          .30
  Net realized and unrealized
    gain (loss) on investments  ...............        .00           .00          .00          .00          .00          .00
                                                 ---------     ---------    ---------    ---------    ---------    ---------
   Total income (loss) from operations   ......        .50           .62          .64          .35          .21          .30
                                                 ---------     ---------    ---------    ---------    ---------    ---------
Accumulation unit value, end of period   ......  $   15.95     $   15.45    $   14.83    $   14.19    $   13.84    $   13.63
                                                 =========     =========    =========    =========    =========    =========
Total return(a)  ..............................       3.22%         4.17%        4.49%        2.58%        1.52%        2.24%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $  14,320     $  12,740    $  10,759    $   9,706    $   4,985    $   4,619
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       4.23%         4.07%        4.37%        2.66%        1.51%        2.12%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       50
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                               BOND SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                 September 30, 1997
                                 -------------------
<S>                              <C>
ASSETS:
Investments at net asset value:
  WRL Series Fund, Inc.:
   Bond Portfolio
   (1,237,737.879 shares;
   cost $13,361,933)............    $13,862,933
 Accrued transfers from (to)
     depositor - net   .........         (3,514)
                                    -----------
   Total assets  ...............     13,859,419
                                    -----------
LIABILITIES:  ..................            341
                                    -----------
   Total net assets ............    $13,859,078
                                    ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Bond sub-account
   (675,824.385058 units;
   $20.506922 unit value) ......    $13,859,078
                                    -----------
   Total equity  ...............    $13,859,078
                                    ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $  135,261
  Capital gain distributions  .........              0
                                            ----------
                                               135,261
EXPENSES:
  Mortality and expense risk charges            82,919
                                            ----------
   Net investment income (loss)  ......         52,342
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       (192,238)
  Unrealized appreciation
        (depreciation)  ...............        779,508
                                            ----------
   Net gain (loss) on investments   ...        587,270
                                            ----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $  639,612
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    52,342           $   553,012
 Net gain (loss) on investments  .......................................           587,270              (613,958)
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations              639,612               (60,946)
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed):  .................................         3,389,659             3,451,573
                                                                               -----------           -----------
 Less cost of units redeemed:
  Administrative charges   .............................................         1,206,516             1,314,254
  Policy loans .........................................................           268,423               191,268
  Surrender benefits ...................................................           278,383               338,599
  Death benefits  ......................................................             1,419                28,090
                                                                               -----------           -----------
                                                                                 1,754,741             1,872,211
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          1,634,918             1,579,362
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................         2,274,530             1,518,416
EQUITY ACCOUNTS:
 Beginning of period ...................................................        11,584,548            10,066,132
                                                                               -----------           -----------
 End of period .........................................................       $13,859,078           $11,584,548
                                                                               ===========           ===========
</TABLE>

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

                                       51
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                               BOND SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                        December 31
                                                September 30  ----------------------------------------------------------------
                                                    1997        1996          1995         1994         1993        1992
                                                ------------- ------------- ------------ ------------- ----------- -----------
<S>                                             <C>           <C>           <C>          <C>           <C>         <C>
Accumulation unit value, beginning of period     $   19.53      $  19.67     $   16.14     $  17.50     $  15.57    $  14.68
 Income from operations:
  Net investment income (loss)  ...............        .09           .99          1.05          .89         2.11        1.00
  Net realized and unrealized
    gain (loss) on investments  ...............        .89        ( 1.13)         2.48       ( 2.25)      (  .18)     (  .11)
                                                 ---------      --------     ---------     --------     --------    --------
   Total income (loss) from operations   ......        .98        (  .14)         3.53       ( 1.36)       .1.93         .89
                                                 ---------      --------     ---------     --------     --------    --------
Accumulation unit value, end of period   ......  $   20.51      $  19.53     $   19.67     $  16.14     $  17.50    $  15.57
                                                 =========      ========     =========     ========     ========    ========
Total return(a)  ..............................       5.02%       (  .75%)       21.89%      ( 7.77%)      12.40%       6.08%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $  13,859      $  1,585     $  10,066     $  6,259     $  6,985    $  4,558
 Ratio of net investment income (loss) to
   average net assets(b)  .....................        .6 %         5.34%         5.80%        5.57%       12.92%       6.69%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       52
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Growth Portfolio
   (10,798,143.320 shares;
   cost $303,973,822)............    $457,846,222
 Accrued transfers from (to)
     depositor - net ............          79,810
                                     ------------
   Total assets   ...............     457,926,032
                                     ------------
LIABILITIES:   ..................          11,322
                                     ------------
   Total net assets  ............    $457,914,710
                                     ============
EQUITY ACCOUNTS:
 Policyowners' equity:
   Growth sub-account
   (7,786,258.715292 units;
   $58.810621 unit value)  ......    $457,914,710
                                     ------------
   Total equity   ...............    $457,914,710
                                     ============
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   495,370
  Capital gain distributions  .........       2,782,833
                                            -----------
                                              3,278,203
EXPENSES:
  Mortality and expense risk charges          2,633,824
                                            -----------
   Net investment income (loss)  ......         644,379
                                            -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       4,204,278
  Unrealized appreciation
        (depreciation)  ...............      72,843,027
                                            -----------
   Net gain (loss) on investments   ...      77,047,305
                                            -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $77,691,684
                                            ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    644,379          $ 19,310,499
 Net gain (loss) on investments  .......................................         77,047,305            26,918,660
                                                                               ------------          ------------
 Net increase (decrease) in equity accounts resulting from operations            77,691,684            46,229,159
                                                                               ------------          ------------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................         77,509,745            91,555,979
                                                                               ------------          ------------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................         27,178,840            29,331,415
  Policy loans .........................................................          7,668,860             8,442,970
  Surrender benefits ...................................................         11,506,754            12,385,662
  Death benefits  ......................................................            423,541               600,920
                                                                               ------------          ------------
                                                                                 46,777,995            50,760,967
                                                                               ------------          ------------
  Increase (decrease) in equity accounts from capital unit transactions          30,731,750            40,795,012
                                                                               ------------          ------------
  Net increase (decrease) in equity accounts ...........................        108,423,434            87,024,171
EQUITY ACCOUNTS:
 Beginning of period ...................................................        349,491,276           262,467,105
                                                                               ------------          ------------
 End of period .........................................................       $457,914,710          $349,491,276
                                                                               ============          ============
</TABLE>

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

                                       53
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                       December 31
                                               September 30  ----------------------------------------------------------------
                                                   1997         1996         1995         1994          1993         1992
                                               ------------- ------------ ------------ ------------- ------------ -----------
<S>                                            <C>           <C>          <C>          <C>           <C>          <C>
Accumulation unit value, beginning of period     $  48.48     $  41.47     $  28.44      $  31.30     $  30.37     $  29.95
 Income from operations:
  Net investment income (loss) ...............        .09         2.88         3.89           .04          .46         1.09
  Net realized and unrealized
    gain (loss) on investments ...............      10.24         4.13         9.14        ( 2.90)         .47       (  .67)
                                                 --------     --------     --------      --------     --------     --------
   Total income (loss) from operations  ......      10.33         7.01        13.03        ( 2.86)         .93          .42
                                                 --------     --------     --------      --------     --------     --------
Accumulation unit value, end of period  ......   $  58.81     $  48.48     $  41.47      $  28.44     $  31.30     $  30.37
                                                 ========     ========     ========      ========     ========     ========
Total return(a) ..............................      21.30%       16.91%       45.81%       ( 9.13%)       3.06%        1.41%
Ratios and supplemental data:
 Net assets at end of period (in thousands)      $457,915     $349,491     $262,467      $161,490     $169,757     $146,053
 Ratio of net investment income (loss) to
   average net assets(b) .....................       0.22%        6.41%       11.05%         0.16%        1.56%        3.84%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       54
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                 SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Short-to-Intermediate
   Government Portfolio
   (171,756.149 shares;
   cost $1,784,332)  ............     $1,823,871
 Accrued transfers from (to)
     depositor - net ............         (2,272)
                                      ----------
   Total assets   ...............      1,821,599
                                      ----------
LIABILITIES:   ..................             45
                                      ----------
   Total net assets  ............     $1,821,554
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Short-to-Intermediate
   Government sub-account
   (147,547.135527 units;
   $12.345576 unit value)  ......     $1,821,554
                                      ----------
   Total equity   ...............     $1,821,554
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................       $22,511
  Capital gain distributions  .........             0
                                              -------
                                               22,511
EXPENSES:
  Mortality and expense risk charges           12,064
                                              -------
   Net investment income (loss)  ......        10,447
                                              -------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         6,128
  Unrealized appreciation
        (depreciation)  ...............        57,881
                                              -------
   Net gain (loss) on investments   ...        64,009
                                              -------
    Net increase (decrease) in
             net assets resulting
from operations   .....................       $74,456
                                              =======
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................        $   10,447           $   67,973
 Net gain (loss) on investments  .......................................            64,009              (29,048)
                                                                                ----------           ----------
 Net increase (decrease) in equity accounts resulting from operations               74,456               38,925
                                                                                ----------           ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................           300,331              442,872
                                                                                ----------           ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           144,502              178,533
  Policy loans .........................................................            70,410               33,708
  Surrender benefits ...................................................            47,687               77,704
  Death benefits  ......................................................               471                    0
                                                                                ----------           ----------
                                                                                   263,070              289,945
                                                                                ----------           ----------
  Increase (decrease) in equity accounts from capital unit transactions             37,261              152,927
                                                                                ----------           ----------
  Net increase (decrease) in equity accounts ...........................           111,717              191,852
EQUITY ACCOUNTS:
 Beginning of period ...................................................         1,709,837            1,517,985
                                                                                ----------           ----------
 End of period .........................................................        $1,821,554           $1,709,837
                                                                                ==========           ==========
</TABLE>

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

                                       55
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                 SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                        December 31
                                                September 30  ----------------------------------------------------------------
                                                    1997       1996        1995          1994         1993        1992(c)
                                                ------------- ----------- ------------ ------------- ------------ ------------
<S>                                             <C>           <C>         <C>          <C>           <C>          <C>
Accumulation unit value, beginning of period     $   11.85     $  11.55    $   10.27     $  10.40     $   10.04    $   10.00
 Income from operations:
  Net investment income (loss)  ...............        .07          .51          .61          .40           .14          .01
  Net realized and unrealized
    gain (loss) on investments  ...............        .43       (  .21)         .67       (  .53)          .22          .03
                                                 ---------     --------    ---------     --------     ---------    ---------
   Total income (loss) from operations   ......        .50          .30         1.28       (  .13)          .36          .04
                                                 ---------     --------    ---------     --------     ---------    ---------
Accumulation unit value, end of period   ......  $   12.35     $  11.85    $   11.55     $  10.27     $   10.40    $   10.04
                                                 =========     ========    =========     ========     =========    =========
Total return(a)  ..............................       4.19%        2.56%       12.53%      ( 1.32%)        3.64%         .38%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $   1,822     $  1,710    $   1,517     $    945     $   1,408    $     803
 Ratio of net investment income (loss) to
   average net assets (b) .....................       0.77%        4.53%        5.53%        4.06%         1.39%        1.92%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       56
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GLOBAL SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Global Portfolio
   (6,361,753.879 shares;
   cost $110,370,618)............    $140,752,119
 Accrued transfers from (to)
     depositor - net ............         244,321
                                     ------------
   Total assets   ...............     140,996,440
                                     ------------
LIABILITIES:   ..................           3,435
                                     ------------
   Total net assets  ............    $140,993,005
                                     ============
EQUITY ACCOUNTS:
 Policyowners' equity:
   Global sub-account
   (7,574,714.290770 units;
   $18.613640 unit value)  ......    $140,993,005
                                     ------------
   Total equity   ...............    $140,993,005
                                     ============
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   744,580
  Capital gain distributions  .........         971,067
                                            -----------
                                              1,715,647
EXPENSES:
  Mortality and expense risk charges            741,035
                                            -----------
   Net investment income (loss)  ......         974,612
                                            -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         675,993
  Unrealized appreciation
        (depreciation)  ...............      21,291,865
                                            -----------
   Net gain (loss) on investments   ...      21,967,858
                                            -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $22,942,470
                                            ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    974,612          $ 6,524,214
 Net gain (loss) on investments  .......................................         21,967,858            6,374,264
                                                                               ------------          -----------
 Net increase (decrease) in equity accounts resulting from operations            22,942,470           12,898,478
                                                                               ------------          -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................         48,311,852           43,696,555
                                                                               ------------          -----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................          8,732,359            6,463,101
  Policy loans .........................................................          2,114,496            1,465,510
  Surrender benefits ...................................................          2,479,374            2,225,874
  Death benefits  ......................................................             94,171               62,009
                                                                               ------------          -----------
                                                                                 13,420,400           10,216,494
                                                                               ------------          -----------
  Increase (decrease) in equity accounts from capital unit transactions          34,891,452           33,480,061
                                                                               ------------          -----------
  Net increase (decrease) in equity accounts ...........................         57,833,922           46,378,539
  Depositors' equity contribution (redemption)  ........................                  0             (268,153)
EQUITY ACCOUNTS:
 Beginning of period ...................................................         83,159,083           37,048,697
                                                                               ------------          -----------
 End of period .........................................................       $140,993,005          $83,159,083
                                                                               ============          ===========
</TABLE>

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

                                       57
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GLOBAL SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997        1996         1995        1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period      $  15.13     $   11.95    $    9.80     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .14          1.50          .45          .71
  Net realized and unrealized
    gain (loss) on investments  ...............       3.34          1.68         1.70       (  .91)
                                                  --------     ---------    ---------     --------
   Total income (loss) from operations   ......       3.48          3.18         2.15       (  .20)
                                                  --------     ---------    ---------     --------
Accumulation unit value, end of period   ......   $  18.61     $   15.13    $   11.95     $   9.80
                                                  ========     =========    =========     ========
Total return(a)  ..............................      23.04%        26.60%       21.96%      ( 2.02%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $140,993     $  83,159    $  37,049     $ 21,672
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       1.17%        11.09%        4.25%        8.86%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       58
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                    STRATEGIC TOTAL RETURN SUB-ACCOUNT (A)

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                       September 30, 1997
                                       -------------------
<S>                                    <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Strategic Total Return Portfolio
   (4,576,916.538 shares;
   cost $57,360,147)..................     $76,849,078
 Accrued transfers from (to)
     depositor - net   ...............          71,090
                                           -----------
   Total assets  .....................      76,920,168
                                           -----------
LIABILITIES:  ........................           1,887
                                           -----------
   Total net assets ..................     $76,918,281
                                           ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Strategic Total Return sub-account
   (4,099,538.586476 units;
   $18.762668 unit value) ............     $76,918,281
                                           -----------
   Total equity  .....................     $76,918,281
                                           ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................    $   103,034
  Capital gain distributions  .........        158,508
                                           -----------
                                               261,542
EXPENSES:
  Mortality and expense risk charges           437,700
                                           -----------
   Net investment income (loss)  ......       (176,158)
                                           -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        395,148
  Unrealized appreciation
        (depreciation)  ...............     11,755,948
                                           -----------
   Net gain (loss) on investments   ...     12,151,096
                                           -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................    $11,974,938
                                           ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $  (176,158)          $ 2,645,668
 Net gain (loss) on investments  .......................................        12,151,096             3,635,535
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts resulting from operations          11,974,938             6,281,203
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        16,083,143            16,832,424
                                                                               -----------           -----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................         4,358,914             4,528,541
  Policy loans .........................................................         1,046,427               920,628
  Surrender benefits ...................................................         1,534,861             1,300,527
  Death benefits  ......................................................            99,325               112,479
                                                                               -----------           -----------
                                                                                 7,039,527             6,862,175
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          9,043,616             9,970,249
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................        21,018,554            16,251,452
EQUITY ACCOUNTS:
 Beginning of period ...................................................        55,899,727            39,648,275
                                                                               -----------           -----------
 End of period .........................................................       $76,918,281           $55,899,727
                                                                               ===========           ===========
</TABLE>

(a) Prior to May 1, 1997, this sub-account was known as Equity-Income.




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

                                       59
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                      STRATEGIC TOTAL RETURN SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                  December 31
                                                September 30  ----------------------------------------------------
                                                    1997        1996         1995         1994         1993(d)
                                                ------------- ------------ ------------ ------------- ------------
<S>                                             <C>           <C>          <C>          <C>           <C>
Accumulation unit value, beginning of period      $  15.66     $   13.74    $   11.12     $  11.28     $   10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .04)          .82          .68          .18           .19
  Net realized and unrealized
    gain (loss) on investments  ...............       3.14          1.10         1.94       (  .34)         1.09
                                                  --------     ---------    ---------     --------     ---------
   Total income (loss) from operations   ......       3.10          1.92         2.62       (  .16)         1.28
                                                  --------     ---------    ---------     --------     ---------
Accumulation unit value, end of period   ......   $  18.76     $   15.66    $   13.74     $  11.12     $   11.28
                                                  ========     =========    =========     ========     =========
Total return(a)  ..............................      19.82%        13.97%       23.55%      ( 1.42%)       12.81%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 76,918     $  55,900    $  39,648     $ 23,649     $  13,343
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.36)%        5.76%        5.47%        1.93%         2.27%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       60
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          EMERGING GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Emerging Growth Portfolio
   7,057,187.517 shares;
   cost $110,794,080)............    $166,181,036
 Accrued transfers from (to)
     depositor - net ............          66,132
                                     ------------
   Total assets   ...............     166,247,168
                                     ------------
LIABILITIES:   ..................           4,081
                                     ------------
   Total net assets  ............    $166,243,087
                                     ============
EQUITY ACCOUNTS:
 Policyowners' equity:
   Emerging Growth sub-account
   (6,686,647.961311 units;
   $24.861947 unit value)  ......    $166,243,087
                                     ------------
   Total equity   ...............    $166,243,087
                                     ============
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................    $         0
  Capital gain distributions  .........        749,646
                                           -----------
                                               749,646
EXPENSES:
  Mortality and expense risk charges           849,777
                                           -----------
   Net investment income (loss)  ......       (100,131)
                                           -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......      1,318,955
  Unrealized appreciation
        (depreciation)  ...............     32,864,088
                                           -----------
   Net gain (loss) on investments   ...     34,183,043
                                           -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................    $34,082,912
                                           ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................      $   (100,131)          $  3,934,952
 Net gain (loss) on investments  .......................................        34,183,043              9,284,053
                                                                              ------------           ------------
 Net increase (decrease) in equity accounts resulting from operations           34,082,912             13,219,005
                                                                              ------------           ------------
EQUITY TRANSACTIONS:
Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        40,143,911             40,944,477
                                                                              ------------           ------------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................        10,374,194              9,201,102
  Policy loans .........................................................         2,574,981              2,095,860
  Surrender benefits ...................................................         2,840,916              2,754,328
  Death benefits  ......................................................           118,818                 91,972
                                                                              ------------           ------------
                                                                                15,908,909             14,143,262
                                                                              ------------           ------------
  Increase (decrease) in equity accounts from capital unit transactions         24,235,002             26,801,215
                                                                              ------------           ------------
  Net increase (decrease) in equity accounts ...........................        58,317,914             40,020,220
EQUITY ACCOUNTS:
 Beginning of period ...................................................       107,925,173             67,904,953
                                                                              ------------           ------------
 End of period .........................................................      $166,243,087           $107,925,173
                                                                              ============           ============
</TABLE>

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

                                       61
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          EMERGING GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                   December 31
                                                September 30  -----------------------------------------------------
                                                    1997         1996        1995         1994         1993(d)
                                                ------------- ------------ ------------ ------------- -------------
<S>                                             <C>           <C>          <C>          <C>           <C>
Accumulation unit value, beginning of period      $  19.51     $  16.56     $   11.38     $  12.40      $  10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .02)         .82           .65       (  .09)       (  .09)
  Net realized and unrealized
    gain (loss) on investments  ...............       5.37         2.13          4.53       (  .93)         2.49
                                                  --------     --------     ---------     --------      --------
   Total income (loss) from operations   ......       5.35         2.95          5.18       ( 1.02)         2.40
                                                  --------     --------     ---------     --------      --------
Accumulation unit value, end of period   ......   $  24.86     $  19.51     $   16.56     $  11.38      $  12.40
                                                  ========     ========     =========     ========      ========
Total return(a)  ..............................      27.43%       17.82%        45.49%      ( 8.18%)       23.96%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $166,243     $107,925     $  67,905     $ 36,687      $ 18,620
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.11%)       4.51%         4.66%      ( 0.86%)      ( 0.92%)
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.


























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

                                       62
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                         AGGRESSIVE GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Aggressive Growth Portfolio
   (4,989,396.934 shares;
   cost $69,928,239) ............     $90,571,430
 Accrued transfers from (to)
     depositor - net ............          15,959
                                      -----------
   Total assets   ...............      90,587,389
                                      -----------
LIABILITIES:   ..................           2,238
                                      -----------
   Total net assets  ............     $90,585,151
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Aggressive Growth sub-account
   (4,816,335.711588 units;
   $18.807898 unit value)  ......     $90,585,151
                                      -----------
   Total equity   ...............     $90,585,151
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................    $         0
  Capital gain distributions  .........        464,060
                                           -----------
                                               464,060
EXPENSES:
  Mortality and expense risk charges           471,484
                                           -----------
   Net investment income (loss)  ......         (7,424)
                                           -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        796,354
  Unrealized appreciation
        (depreciation)  ...............     17,082,476
                                           -----------
   Net gain (loss) on investments   ...     17,878,830
                                           -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................    $17,871,406
                                           ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    (7,424)          $ 1,138,792
 Net gain (loss) on investments  .......................................        17,878,830             2,797,147
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations           17,871,406             3,935,939
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        28,302,321            26,224,213
                                                                               -----------           -----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................         7,032,417             6,412,799
  Policy loans .........................................................         1,290,409               863,340
  Surrender benefits ...................................................         1,646,992             1,349,932
  Death benefits  ......................................................            26,998                29,810
                                                                               -----------           -----------
                                                                                 9,996,816             8,655,881
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions         18,305,505            17,568,332
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................        36,176,911            21,504,271
EQUITY ACCOUNTS:
 Beginning of period ...................................................        54,408,240            32,903,969
                                                                               -----------           -----------
 End of period .........................................................       $90,585,151           $54,408,240
                                                                               ===========           ===========
</TABLE>

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

                                       63
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                         AGGRESSIVE GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997        1996         1995        1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period      $  14.70     $   13.43    $    9.82     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .00           .36          .37       (  .06)
  Net realized and unrealized
    gain (loss) on investments  ...............       4.11           .91         3.24       (  .12)
                                                  --------     ---------    ---------     --------
   Total income (loss) from operations   ......       4.11          1.27         3.61       (  .18)
                                                  --------     ---------    ---------     --------
Accumulation unit value, end of period   ......   $  18.81     $   14.70    $   13.43     $   9.82
                                                  ========     =========    =========     ========
Total return(a)  ..............................      27.98%         9.46%       36.79%      ( 1.85%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 90,585     $  54,408    $  32,904     $  8,909
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.01%)        2.65%        2.93%      ( 0.72%)
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       64
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                             BALANCED SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Balanced Portfolio
   (739,683.639 shares;
   cost $8,062,184)  ............     $9,757,771
 Accrued transfers from (to)
     depositor - net ............          8,936
                                      ----------
   Total assets   ...............      9,766,707
                                      ----------
LIABILITIES:   ..................            239
                                      ----------
   Total net assets  ............     $9,766,468
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Balanced sub-account
   (687,514.514365 units;
   $14.205471 unit value)  ......     $9,766,468
                                      ----------
   Total equity   ...............     $9,766,468
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   37,522
  Capital gain distributions  .........         59,592
                                            ----------
                                                97,114
                                            ----------
EXPENSES:
  Mortality and expense risk charges            53,300
                                            ----------
   Net investment income (loss)  ......         43,814
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         68,447
  Unrealized appreciation
        (depreciation)  ...............      1,131,384
                                            ----------
   Net gain (loss) on investments   ...      1,199,831
                                            ----------
    Net increase (decrease) in net
             assets
resulting from operations  ............     $1,243,645
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................        $   43,814           $  153,790
 Net gain (loss) on investments  .......................................         1,199,831              341,121
                                                                                ----------           ----------
 Net increase (decrease) in equity accounts resulting from operations            1,243,645              494,911
                                                                                ----------           ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................         3,017,187            3,089,782
                                                                                ----------           ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           674,954              575,594
  Policy loans .........................................................           136,005               77,586
  Surrender benefits ...................................................            99,888               84,857
  Death benefits  ......................................................             1,431                3,961
                                                                                ----------           ----------
                                                                                   912,278              741,998
                                                                                ----------           ----------
  Increase (decrease) in equity accounts from capital unit transactions          2,104,909            2,347,784
                                                                                ----------           ----------
  Net increase (decrease) in equity accounts ...........................         3,348,554            2,842,695
 Depositor's equity contribution (redemption)   ........................                 0             (220,175)
EQUITY ACCOUNTS:
 Beginning of period ...................................................         6,417,914            3,795,394
                                                                                ----------           ----------
 End of period .........................................................        $9,766,468           $6,417,914
                                                                                ==========           ==========
</TABLE>

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

                                       65
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                             BALANCED SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997       1996         1995         1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period     $   12.21     $   11.13    $    9.37     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .07           .36          .37          .22
  Net realized and unrealized
    gain (loss) on investments  ...............       1.93           .72         1.39       (  .85)
                                                 ---------     ---------    ---------     --------
   Total income (loss) from operations   ......       2.00          1.08         1.76       (  .63)
                                                 ---------     ---------    ---------     --------
Accumulation unit value, end of period   ......  $   14.21     $   12.21    $   11.13     $   9.37
                                                 =========     =========    =========     ========
Total return(a)  ..............................      16.36%         9.73%       18.73%      ( 6.29%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $   9,766     $   6,418    $   3,795     $  2,145
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       0.73%         3.18%        3.59%        3.06%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       66
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                        GROWTH & INCOME SUB-ACCOUNT (A)

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Growth & Income Portfolio
   (546,958.391 shares;
   cost $6,281,297)  ............     $7,222,213
 Accrued transfers from (to)
     depositor - net ............         10,061
                                      ----------
   Total assets   ...............      7,232,274
                                      ----------
LIABILITIES:   ..................            177
                                      ----------
   Total net assets  ............     $7,232,097
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Growth & Income sub-account
   (490,659.777004 units;
   $14.739536 unit value)  ......     $7,232,097
                                      ----------
   Total equity   ...............     $7,232,097
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
 Dividend income  .....................      $ 14,590
 Capital gain distributions   .........        79,136
                                             --------
                                               93,726
EXPENSES:
  Mortality and expense risk charges           40,984
                                             --------
   Net investment income (loss)  ......        52,742
                                             --------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       117,474
  Unrealized appreciation
        (depreciation)  ...............       604,963
                                             --------
   Net gain (loss) on investments   ...       722,437
                                             --------
    Net increase (decrease) in
             net assets resulting
from operations   .....................      $775,179
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................        $   52,742           $  245,624
 Net gain (loss) on investments  .......................................           722,437              210,007
                                                                                ----------           ----------
 Net increase (decrease) in equity accounts resulting from operations              775,179              455,631
                                                                                ----------           ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):  ..............................
  Net payments (redemptions)  ..........................................         1,781,142            3,245,136
                                                                                ----------           ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           513,495              439,973
  Policy loans .........................................................           115,491               72,641
  Surrender benefits ...................................................           187,862               82,531
  Death benefits  ......................................................             8,086                3,350
                                                                                ----------           ----------
                                                                                   824,934              598,495
                                                                                ----------           ----------
  Increase (decrease) in equity accounts from capital unit transactions            956,208            2,646,641
                                                                                ----------           ----------
  Net increase (decrease) in equity accounts ...........................         1,731,387            3,102,272
 Depositor's equity contribution (redemption)   ........................                 0             (232,644)
EQUITY ACCOUNTS:
 Beginning of period ...................................................         5,500,710            2,631,082
                                                                                ----------           ----------
 End of period .........................................................         7,232,097           $5,500,710
                                                                                ==========           ==========
</TABLE>

(a) Prior to May 1, 1997, this sub-account was known as Utility.




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

                                       67
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          GROWTH & INCOME SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997       1996         1995         1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period     $   13.03     $   11.77    $    9.49     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .12           .76          .49          .29
  Net realized and unrealized
    gain (loss) on investments  ...............       1.59           .50         1.79       (  .80)
                                                 ---------     ---------    ---------     --------
   Total income (loss) from operations   ......       1.71          1.26         2.28       (  .51)
                                                 ---------     ---------    ---------     --------
Accumulation unit value, end of period   ......  $   14.74     $   13.03    $   11.77     $   9.49
                                                 =========     =========    =========     ========
Total return(a)  ..............................      13.14%        10.64%       24.14%      ( 5.15%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $   7,232     $   5,501    $   2,361     $  1,215
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       1.15%         6.38%        4.57%        3.71%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       68
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                     TACTICAL ASSET ALLOCATION SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Tactical Asset Allocation Portfolio
   (1,844,591.450 shares;
   cost $22,442,581) ..................     $26,845,304
 Accrued transfers from (to)
     depositor - net ..................          56,095
                                            -----------
   Total assets   .....................      26,901,399
                                            -----------
LIABILITIES:   ........................             659
                                            -----------
   Total net assets  ..................     $26,900,740
                                            ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Tactical Asset Allocation
   sub-account (1,723,712.692606
   units; $15.606278unit value)  ......     $26,900,740
                                            -----------
   Total equity   .....................     $26,900,740
                                            ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   52,773
  Capital gain distributions  .........        143,908
                                            ----------
                                               196,681
EXPENSES:
  Mortality and expense risk charges           147,533
                                            ----------
   Net investment income (loss)  ......         49,148
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        283,787
  Change in unrealized appreciation
        (depreciation)  ...............      2,936,912
                                            ----------
   Net gain (loss) on investments   ...      3,220,699
                                            ----------
    Net increase (decrease) in
             equity accounts resulting
from operations   .....................     $3,269,847
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    49,148           $   584,042
 Net gain (loss) on investments  .......................................         3,220,699             1,178,927
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations            3,269,847             1,762,969
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed)   .................................         8,116,988             9,061,824
                                                                               -----------           -----------
 Less cost of units redeemed:
  Administrative charges   .............................................         1,543,003             1,134,737
  Policy loans .........................................................           332,772               306,304
  Surrender benefits ...................................................           516,512               865,689
  Death benefits  ......................................................            39,642                18,086
                                                                               -----------           -----------
                                                                                 2,431,929             2,324,816
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          5,685,059             6,737,008
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................         8,954,906             8,499,977
EQUITY ACCOUNTS:
 Beginning of period ...................................................        17,945,834             9,445,857
                                                                               -----------           -----------
 End of period .........................................................       $26,900,740           $17,945,834
                                                                               ===========           ===========
</TABLE>

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

                                       69
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                     TACTICAL ASSET ALLOCATION SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                     December 31
                                                September 30  -------------------------
                                                    1997        1996       1995(f)
                                                ------------- ------------ ------------
<S>                                             <C>           <C>          <C>
Accumulation unit value, beginning of period     $   13.50     $   11.90    $   10.00
 Income from operations:
  Net investment income (loss)  ...............        .04           .53          .61
  Net realized and unrealized
    gain (loss) on investments  ...............       2.07          1.07         1.29
                                                 ---------     ---------    ---------
   Total income (loss) from operations   ......       2.11          1.60         1.90
                                                 ---------     ---------    ---------
Accumulation unit value, end of period   ......  $   15.61     $   13.50    $   11.90
                                                 =========     =========    =========
Total return(a)  ..............................      15.62%        13.40%       19.03%
Ratios and supplemental data:
  Net assets at end of period (in thousands)     $  26,901     $  17,946    $   9,446
  Ratio of net investment income (loss) to
    average net assets(b) .....................       0.30%         4.35%        5.47%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       70
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          C.A.S.E. GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   C.A.S.E. Growth Portfolio
   (630,714.519 shares;
   cost $8,639,769)  ............     $10,428,435
 Accrued transfers from (to)
     depositor - net ............          46,584
                                      -----------
   Total assets   ...............      10,475,019
                                      -----------
LIABILITIES:   ..................             259
                                      -----------
   Total net assets  ............     $10,474,760
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   C.A.S.E. Growth sub-account
   (787,147.241092 units;
   $13.307244 unit value)  ......     $10,474,760
                                      -----------
   Total equity   ...............     $10,474,760
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $    2,199
  Capital gain distributions  .........         36,019
                                            ----------
                                                38,218
EXPENSES:
  Mortality and expense risk charges            44,833
                                            ----------
   Net investment income (loss)  ......         (6,615)
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         53,462
  Unrealized appreciation
        (depreciation)  ...............      1,566,921
                                            ----------
   Net gain (loss) on investments   ...      1,620,383
                                            ----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $1,613,768
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Period Ended
                                                                           September 30, 1997     December 31, 1996*
                                                                           --------------------   -------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    (6,615)           $   70,246
 Net gain (loss) on investments  .......................................         1,620,383               227,803
                                                                               -----------            ----------
 Net increase (decrease) in equity accounts resulting from operations            1,613,768               298,049
                                                                               -----------            ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed):  .................................         5,241,571             4,302,715
                                                                               -----------            ----------
 Less cost of units redeemed:
  Administrative charges   .............................................           606,696               140,145
  Policy loans .........................................................           105,418                 7,028
  Surrender benefits ...................................................           109,755                12,276
  Death benefits  ......................................................                79                     0
                                                                               -----------            ----------
                                                                                   821,948               159,449
                                                                               -----------            ----------
  Increase (decrease) in equity accounts from capital unit transactions          4,419,623             4,143,266
                                                                               -----------            ----------
  Net increase (decrease) in equity accounts ...........................         6,033,391             4,441,315
 Depositors' equity contribution (redemption)   ........................           (24,946)               25,000
EQUITY ACCOUNTS:
 Beginning of period ...................................................         4,466,315                     0
                                                                               -----------            ----------
 End of period .........................................................       $10,474,760            $4,466,315
                                                                               ===========            ==========
</TABLE>

* The inception date of this sub-account was May 1, 1996.





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

                                       71
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          C.A.S.E. GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                September 30   December 31
                                                    1997         1996(g)
                                                -------------- ------------
<S>                                             <C>            <C>
Accumulation unit value, beginning of period      $  10.81      $   10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .01)           .37
  Net realized and unrealized
    gain (loss) on investments  ...............       2.51            .44
                                                  --------      ---------
   Total income (loss) from operations   ......       2.50            .81
                                                  --------      ---------
Accumulation unit value, end of period   ......   $  13.31      $   10.81
                                                  ========      =========
Total return(a)  ..............................      23.11%          8.09%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 10,475      $   4,466
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.13%)         6.11%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.




























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

                                       72
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                           VALUE EQUITY SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Value Equity Portfolio
   (1,578,236.709 shares;
   cost $18,570,376) ............     $22,268,655
 Accrued transfers from (to)
     depositor - net ............          69,917
                                      -----------
   Total assets   ...............      22,338,572
                                      -----------
LIABILITIES:   ..................             548
                                      -----------
   Total net assets  ............     $22,338,024
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Value Equity sub-account
   (1,595,234.009808 units;
   $14.002976 unit value)  ......     $22,338,024
                                      -----------
   Total equity   ...............     $22,338,024
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $    7,477
  Capital gain distributions  .........              0
                                            ----------
                                                 7,477
                                            ----------
EXPENSES:
  Mortality and expense risk charges            99,998
                                            ----------
   Net investment income (loss)  ......        (92,521)
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        235,523
  Unrealized appreciation
        (depreciation)  ...............      3,164,935
                                            ----------
   Net gain (loss) on investments   ...      3,400,458
                                            ----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $3,307,937
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Period Ended
                                                                           September 30, 1997     December 31, 1996*
                                                                           --------------------   -------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   (92,521)           $   18,724
 Net gain (loss) on investments  .......................................         3,400,458               603,734
                                                                               -----------            ----------
 Net increase (decrease) in equity accounts resulting from operations            3,307,937               622,458
                                                                               -----------            ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        11,819,354             8,292,350
                                                                               -----------            ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           767,914               152,948
  Policy loans .........................................................           375,925                36,190
  Surrender benefits ...................................................           302,774                38,448
  Death benefits  ......................................................               254                     0
                                                                               -----------            ----------
                                                                                 1,446,867               227,586
                                                                               -----------            ----------
  Increase (decrease) in equity accounts from capital unit transactions         10,372,487             8,064,764
                                                                               -----------            ----------
  Net increase (decrease) in equity accounts ...........................        13,680,424             8,687,222
 Depositors' equity contribution (redemption)   ........................          (229,622)              200,000
EQUITY ACCOUNTS:
 Beginning of period ...................................................         8,887,222                     0
                                                                               -----------            ----------
 End of period .........................................................       $22,338,024            $8,887,222
                                                                               ===========            ==========
</TABLE>

* The inception date of this sub-account was May 1, 1996.




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

                                       73
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                           VALUE EQUITY SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                September 30   December 31
                                                    1997         1996(g)
                                                -------------- ------------
<S>                                             <C>            <C>
Accumulation unit value, beginning of period      $  11.25      $   10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .07)           .05
  Net realized and unrealized
    gain (loss) on investments  ...............       2.82           1.20
                                                  --------      ---------
   Total income (loss) from operations   ......       2.75           1.25
                                                  --------      ---------
Accumulation unit value, end of period   ......   $  14.00      $   11.25
                                                  ========      =========
Total return (a) ..............................      24.46%         12.51%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 22,338      $   8,887
 Ratio of net investment income to
   average net assets (b) .....................     ( 0.82%)         0.77%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.




























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

                                       74
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                       INTERNATIONAL EQUITY SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                     September 30, 1997
                                     -------------------
<S>                                  <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   International Equity Portfolio
   (shares 165,252.213;
   cost $1,840,097)  ...............     $1,900,165
 Accrued transfers from (to)
     depositor - net ...............          5,194
                                         ----------
   Total assets   ..................      1,905,359
                                         ----------
LIABILITIES:   .....................             46
                                         ----------
   Total net assets  ...............     $1,905,313
                                         ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   International Equity sub-account
   (166,809.516700 units;
   $11.422091 unit value)  .........     $1,905,313
                                         ----------
   Total equity   ..................     $1,905,313
                                         ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................      $      0
  Capital gain distributions  .........             0
                                             --------
                                                    0
EXPENSES:
  Mortality and expense risk charges            8,940
                                             --------
   Net investment income (loss)  ......        (8,940)
                                             --------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       119,248
  Unrealized appreciation
        (depreciation)  ...............        60,068
                                             --------
   Net gain (loss) on investments   ...       179,316
                                             --------
    Net increase (decrease) in
             net assets resulting
from operations   .....................      $170,376
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                           September 30, 1997*
                                                                           --------------------
<S>                                                                        <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   (8,940)
 Net gain (loss) on investments  .......................................          179,316
                                                                               ----------
 Net increase (decrease) in equity accounts resulting from operations             170,376
                                                                               ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        1,864,196
                                                                               ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           61,373
  Policy loans .........................................................           48,746
  Surrender benefits ...................................................           12,841
  Death benefits  ......................................................                0
                                                                               ----------
                                                                                  122,960
                                                                               ----------
  Increase (decrease) in equity accounts from capital unit transactions         1,741,236
                                                                               ----------
  Net increase (decrease) in equity accounts ...........................        1,911,612
 Depositor's equity contribution (redemption)   ........................           (6,299)
EQUITY ACCOUNTS:
 Beginning of period ...................................................                0
                                                                               ----------
 End of period .........................................................       $1,905,313
                                                                               ==========
</TABLE>

* The inception date of this sub-account was January 2, 1997.




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

                                       75
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                       INTERNATIONAL EQUITY SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                September 30
                                                  1997(h)
                                                -------------
<S>                                             <C>
Accumulation unit value, beginning of period      $  10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .07)
  Net realized and unrealized
    gain (loss) on investments  ...............       1.49
                                                  --------
   Total income (loss) from operations   ......       1.42
                                                  --------
Accumulation unit value, end of period   ......   $  11.42
                                                  ========
Total return (a) ..............................      14.22%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $  1,905
 Ratio of net investment income to
   average net assets (b) .....................     ( 0.89%)
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.




























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

                                       76
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                            U.S. EQUITY SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   U.S. Equity Portfolio
   (shares 160,804.390;
   cost $1,837,148)  ............     $1,996,870
 Accrued transfers from (to)
     depositor - net ............         27,434
                                      ----------
   Total assets   ...............      2,024,304
                                      ----------
LIABILITIES:   ..................             49
                                      ----------
   Total net assets  ............     $2,024,255
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   U.S. Equity sub-account
   (164,100.336032 units;
   $12.335473 unit value)  ......     $2,024,255
                                      ----------
   Total equity   ...............     $2,024,255
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................      $      0
  Capital gain distributions  .........             0
                                             --------
                                                    0
EXPENSES:
  Mortality and expense risk charges            5,637
                                             --------
   Net investment income (loss)  ......        (5,637)
                                             --------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         8,890
  Unrealized appreciation
        (depreciation)  ...............       159,722
                                             --------
   Net gain (loss) on investments   ...       168,612
                                             --------
    Net increase (decrease) in
             net assets resulting
from operations   .....................      $162,975
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                           September 30, 1997*
                                                                           --------------------
<S>                                                                        <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   (5,637)
 Net gain (loss) on investments  .......................................          168,612
                                                                               ----------
 Net increase (decrease) in equity accounts resulting from operations             162,975
                                                                               ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        1,954,362
                                                                               ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           40,925
  Policy loans .........................................................           49,335
  Surrender benefits ...................................................            5,296
  Death benefits  ......................................................               36
                                                                               ----------
                                                                                   95,592
                                                                               ----------
  Increase (decrease) in equity accounts from capital unit transactions         1,858,770
                                                                               ----------
  Net increase (decrease) in equity accounts ...........................        2,021,745
 Depositor's equity contribution (redemption)   ........................            2,510
EQUITY ACCOUNTS:
 Beginning of period ...................................................                0
                                                                               ----------
 End of period .........................................................       $2,024,255
                                                                               ==========
</TABLE>

* The inception date of this sub-account was January 2, 1997.




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

                                       77
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                            U.S. EQUITY SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                              September 30
                                                1997(h)
                                              -------------
<S>                                           <C>
Accumulation unit value, beginning of period    $  10.00
 Income from operations:
  Net investment income (loss)   ............     (  .08)
  Net realized and unrealized
    gain (loss) on investments   ............       2.42
                                                --------
   Total income (loss) from operations ......       2.34
                                                --------
Accumulation unit value, end of period ......   $  12.34
                                                ========
Total return   ..............................      23.35%
Ratios and supplemental data:
  Net assets at end of period (in thousands)    $  2,024
  Ratio of net investment income to
    average net assets  .....................     ( 0.89%)
</TABLE>

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




NOTES TO SELECTED PER UNIT DATA AND RATIOS
(a) For periods less than one year, the total return is not annualized.
(b) For periods less than one year, the ratio of net investment income to
average net assets is annualized.
(c) The inception date of this Sub-Account was December 3, 1992.
(d) The inception date of this Sub-Account was March 1, 1993.
(e) The inception date of this Sub-Account was March 1, 1994.
(f) The inception date of this Sub-Account was January 3, 1995.
(g) The inception date of this Sub-Account was May 1, 1996.

(h) The inception date of this Sub-Account was January 2, 1997.















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

                                       78
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                       NOTES TO THE FINANCIAL STATEMENTS

                                  (UNAUDITED)

SEPTEMBER 30, 1997

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


WRL Series Life Account (the "Life Account") was established as a variable life
insurance separate account of 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 fifteen
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:


<TABLE>
<CAPTION>
Portfolio                  Investment Manager
- ------------------------   ------------------------------
<S>                        <C>
Money Market               J.P. Morgan Investment
                           Management Inc.
Bond                       Janus Capital Corporation
                           ("JCC")
Growth                     JCC
Short-to-Intermediate      AEGON USA Investment
   Government              Management, Inc.
                           ("AIMI")
Global                     JCC
Strategic Total Return     Luther King Capital
                           Management Corporation
Emerging Growth            Van Kampen American
                           Capital Asset
                           Management, Inc.
Aggressive Growth          Fred Alger Management, Inc.
Balanced                   AIMI
Growth & Income            Federated Investment
                           Counseling
Tactical Asset             Dean Investment
   Allocation              Associates
C.A.S.E. Growth            C.A.S.E. Management, Inc.
Value Equity               NWQ Investment
                           Management
                           Company, Inc.
International Equity       Scottish Equitable Investment
                           Management, Ltd. and
                           GE Investment
                           Management, Inc.
U.S. Equity                GE Investment
                           Management, Inc.
</TABLE>

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

On January 2, 1997, WRL made an initial contribution of $400,000 to the Life
Account, International Equity Sub-Account, for which WRL received 40,000.000000
units. On April 28, 1997, WRL redeemed the initial contribution in the Life
Account, International Equity Sub-Account, for $406,299.


On January 2, 1997, WRL made an initial contribution of $200,000 to the Life
Account, U.S. Equity Sub-Account, for which WRL received 20,000.000000 units.
On April 28, 1997, WRL redeemed the initial contribution in the Life Account,
U.S. Equity Sub-Account, for $197,490.


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 financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect 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, 1997.
      Investment transactions are accounted for on the trade date, using the
      Fund NAV 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

                                       79
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                       NOTES TO THE FINANCIAL STATEMENTS
                                  (UNAUDITED)
                        SEPTEMBER 30, 1997--(CONTINUED)

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES--(CONTINUED)
      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. 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 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 typically
declared and reinvested semi-annually, while capital gain distributions are
typically 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, 1997, the equity accounts include net unrealized
appreciation (depreciation) on investments as follows:


<TABLE>
<CAPTION>
Sub-Account
- ----------------------------------
<S>                                  <C>
Money Market                                  $N/A
Bond                                       501,000
Growth                                 153,872,400
Short-to-Intermediate Government            39,539
Global                                  30,381,501
Strategic Total Return                  19,488,931
Emerging Growth                         55,386,956
Aggressive Growth                       20,643,191
Balanced                                 1,695,587
Growth & Income                            940,916
Tactical Asset Allocation                4,402,723
C.A.S.E. Growth                          1,788,666
Value Equity                             3,698,279
International Equity                        60,068
U.S. Equity                                159,722
</TABLE>


                                       80
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                        BALANCE SHEET - STATUTORY BASIS
                           AS OF SEPTEMBER 30, 1997
                           (IN THOUSANDS)(UNAUDITED)


<TABLE>
<S>                                                                                <C>
ADMITTED ASSETS
Cash and invested assets:
 Cash (deficit) and short-term investments  ....................................   $  (6,237)
 Bonds  ........................................................................     273,073
 Common stock, at market  ......................................................         516
 Mortgage loans on real estate  ................................................       4,853
 Home office properties, at cost less accumulated depreciation   ...............      14,365
 Policy loans ..................................................................      69,712
                                                                                   -----------
Total cash and invested assets  ................................................     356,282
Premiums deferred and uncollected  .............................................       1,811
Accrued investment income ......................................................       5,024
Receivable from affiliates   ...................................................       7,676
Transfers from separate accounts   .............................................     268,684
Other assets  ..................................................................       3,691
Separate account assets   ......................................................   4,815,635
                                                                                   -----------
Total admitted assets  .........................................................   $5,458,803
                                                                                   ===========
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
 Aggregate reserves for policies and contracts:
  Life  ........................................................................   $ 194,165
  Annuity  .....................................................................     290,163
 Policy and contract claim reserves   ..........................................       8,680
 Other policyholders' funds  ...................................................       3,584
 Remittances and items not allocated  ..........................................      13,658
 Federal income taxes payable   ................................................         611
 Asset valuation reserve  ......................................................       4,552
 Interest maintenance reserve   ................................................       8,544
 Other liabilities  ............................................................      25,730
 Separate account liabilities   ................................................   4,810,546
                                                                                   -----------
Total liabilities   ............................................................   5,360,233
Capital and surplus:
 Common stock, $1.00 par value, 1,500 shares authorized, issued and outstanding        1,500
 Paid-in surplus ...............................................................      68,015
 Unassigned surplus ............................................................      29,055
                                                                                   -----------
Total capital and surplus ......................................................      98,570
                                                                                   -----------
Total liabilities and capital and surplus   ....................................   $5,458,803
                                                                                   ===========
</TABLE>

                                      See note to financial statements


                                       81
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   STATEMENT OF OPERATIONS - STATUTORY BASIS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                           (IN THOUSANDS)(UNAUDITED)


<TABLE>
<S>                                                                                    <C>
Revenues:
 Premiums and other considerations, net of reinsurance
  Life   ...........................................................................    $ 282,589
  Annuity   ........................................................................      641,923
 Net investment income  ............................................................       30,914
 Amortization of interest maintenance reserve   ....................................        1,176
 Commissions and expense allowances on reinsurance ceded ...........................            8
 Other income  .....................................................................          315
                                                                                        ---------
                                                                                          956,925
Benefits and expenses:
 Benefits paid or provided for:
  Life   ...........................................................................       18,591
  Surrender benefits ...............................................................      327,116
  Other benefits  ..................................................................       21,980
  Increase (decrease) in aggregate reserves for policies and contracts:
   Life  ...........................................................................       39,055
   Annuity  ........................................................................      (42,123)
   Other ...........................................................................          493
                                                                                        ---------
                                                                                          365,112
  Insurance expenses:
   Commissions .....................................................................      131,631
   General insurance expenses ......................................................       50,000
   Taxes, licenses and fees   ......................................................        9,543
   Transfer to separate accounts ...................................................      402,754
   Other expenses ..................................................................           14
                                                                                        ---------
                                                                                          593,942
                                                                                        ---------
                                                                                          959,054
                                                                                        ---------
 Loss from operations before federal income taxes and realized capital gains on            (2,129)
  investments
 Federal income tax expense   ......................................................        1,407
                                                                                        ---------
 Loss from operations before realized capital gains on investments   ...............       (3,536)
 Net realized capital gains on investments (net of related federal income taxes and
amounts transferred to
   interest maintenance reserve) ...................................................        1,206
                                                                                        ---------
 Net loss   ........................................................................    $  (2,330)
                                                                                        =========
</TABLE>

                                      See note to financial statements


                                       82
<PAGE>

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



<TABLE>
<CAPTION>
                                                                                           Total
                                                                                          Capital
                                                    Common     Paid-in     Unassigned       and
                                                     Stock     Surplus      Surplus       Surplus
                                                    --------   ---------   ------------   -----------
<S>                                                 <C>        <C>         <C>            <C>
Balance at January 1, 1997  .....................    $1,500     $68,015     $ 26,041       $ 95,556
 Net (loss)  ....................................         0           0       (2,330)        (2,330)
 Net unrealized gains (losses) ..................         0           0         (232)          (232)
 Decrease in non-admitted assets  ...............         0           0          213            213
 Increase in asset valuation reserve ............         0           0        1,158          1,158
 Increase in surplus in separate accounts  ......         0           0          457            457
 Other adjustments ..............................         0           0        3,748          3,748
                                                     ------     -------     --------       --------
Balance at September 30, 1997  ..................    $1,500     $68,015     $ 29,055       $ 98,570
                                                     ======     =======     ========       ========
</TABLE>

                                      See note to financial statements


                                       83
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   STATEMENT OF CASH FLOWS - STATUTORY BASIS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                           (IN THOUSANDS)(UNAUDITED)


<TABLE>
<S>                                                                  <C>
SOURCES OF CASH
Premiums and other considerations, net of reinsurance ............   $ 924,612
Net investment income   ..........................................      32,836
Other income   ...................................................       4,415
                                                                     ---------
                                                                       961,863
Life claims ......................................................     (18,630)
Surrender benefits and other fund withdrawals   ..................    (327,116)
Other benefits to policyholders  .................................     (21,847)
Commissions, other expenses and taxes  ...........................    (190,959)
Net transfers to separate accounts  ..............................    (466,844)
Dividends to policyholders .......................................         (25)
                                                                     ---------
Net cash used by operations   ....................................     (63,558)
Proceeds from investments sold, matured or repaid:
 Bonds and redeemable preferred stock  ...........................     108,115
 Mortgage loans on real estate   .................................       2,088
                                                                     ---------
Total cash from investments   ....................................     110,203
Other sources  ...................................................      19,309
                                                                     ---------
Total sources of cash   ..........................................      65,954
APPLICATIONS OF CASH
Cost of investments acquired:
 Bonds and redeemable preferred stock  ...........................      19,663
 Common stocks ...................................................         150
 Mortgage loans on real estate   .................................         892
 Real estate   ...................................................       6,403
 Net increase in policy loans ....................................      17,108
                                                                     ---------
Total investments acquired .......................................      44,216
Other applications, net ..........................................      30,455
                                                                     ---------
Total applications of cash .......................................      74,671
                                                                     ---------
Net change in cash and short-term investments   ..................      (8,717)
Cash and short-term investments at beginning of year  ............       2,480
                                                                     ---------
Cash (deficit) and short-term investments at end of period  ......   $  (6,237)
                                                                     =========
</TABLE>

                        See note to financial statements

                                       84
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                 NOTE TO FINANCIAL STATMENTS - STATUTURY BASIS

                     AS OF SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 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 the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjust

ments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended September 30, 1997 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1997. For further information,
refer to the accompanying statutory basis financial statements and notes
thereto for the year ended December 31, 1996.

                                       85


<PAGE>


                             WRL SERIES LIFE ACCOUNT
                          WRL FINANCIAL FREEDOM BUILDER

                         PROSPECTUS DATED JULY 21, 1997

     Incorporated by reference herein is the above-referenced Prospectus dated
May 1, 1997, as filed with Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-6 of WRL Series Life Account, File No. 333-23359 (July 8,
1997).


<PAGE>

***************


<PAGE>

                            WRL SERIES LIFE ACCOUNT

                           MONEY MARKET SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Money Market Portfolio
   (14,179,829.230 shares;
   cost $14,179,829) ............     $14,179,829
 Accrued transfers from (to)
     depositor - net ............         140,423
                                      -----------
   Total assets   ...............      14,320,252
                                      -----------
LIABILITIES:   ..................             350
                                      -----------
   Total net assets  ............     $14,319,902
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Money Market sub-account
   (897,927.644465 units;
   $15.947724 unit value)  ......     $14,319,902
                                      -----------
   Total equity   ...............     $14,319,902
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................      $561,428
  Capital gain distributions  .........             0
                                             --------
                                              561,428
EXPENSES:
  Mortality and expense risk charges           97,772
                                             --------
   Net investment income (loss)  ......       463,656
                                             --------
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   .....................      $463,656
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   463,656           $   491,185
 Net gain (loss) on investments  .......................................                 0                     0
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations              463,656               491,185
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed)   .................................         4,799,129             5,217,298
                                                                               -----------           -----------
 Less cost of units redeemed:
  Administrative charges   .............................................         2,318,360             2,639,279
  Policy loans .........................................................           634,328               285,757
  Surrender benefits ...................................................           721,584               776,305
  Death benefits  ......................................................             8,640                25,737
                                                                               -----------           -----------
                                                                                 3,682,912             3,727,078
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          1,116,217             1,490,220
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................         1,579,873             1,981,405
EQUITY ACCOUNTS:
 Beginning of period ...................................................        12,740,029            10,758,624
                                                                               -----------           -----------
 End of period .........................................................       $14,319,902           $12,740,029
                                                                               ===========           ===========
</TABLE>

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

                                       49
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                           MONEY MARKET SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                        December 31
                                                September 30  ----------------------------------------------------------------
                                                    1997        1996         1995        1994         1993         1992
                                                ------------- ------------ ------------ ------------ ------------ ------------
<S>                                             <C>           <C>          <C>          <C>          <C>          <C>
Accumulation unit value, beginning of period     $   15.45     $   14.83    $   14.19    $   13.84    $   13.63    $   13.33
 Income from operations:
  Net investment income (loss)  ...............        .50           .62          .64          .35          .21          .30
  Net realized and unrealized
    gain (loss) on investments  ...............        .00           .00          .00          .00          .00          .00
                                                 ---------     ---------    ---------    ---------    ---------    ---------
   Total income (loss) from operations   ......        .50           .62          .64          .35          .21          .30
                                                 ---------     ---------    ---------    ---------    ---------    ---------
Accumulation unit value, end of period   ......  $   15.95     $   15.45    $   14.83    $   14.19    $   13.84    $   13.63
                                                 =========     =========    =========    =========    =========    =========
Total return(a)  ..............................       3.22%         4.17%        4.49%        2.58%        1.52%        2.24%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $  14,320     $  12,740    $  10,759    $   9,706    $   4,985    $   4,619
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       4.23%         4.07%        4.37%        2.66%        1.51%        2.12%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       50
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                               BOND SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                 September 30, 1997
                                 -------------------
<S>                              <C>
ASSETS:
Investments at net asset value:
  WRL Series Fund, Inc.:
   Bond Portfolio
   (1,237,737.879 shares;
   cost $13,361,933)............    $13,862,933
 Accrued transfers from (to)
     depositor - net   .........         (3,514)
                                    -----------
   Total assets  ...............     13,859,419
                                    -----------
LIABILITIES:  ..................            341
                                    -----------
   Total net assets ............    $13,859,078
                                    ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Bond sub-account
   (675,824.385058 units;
   $20.506922 unit value) ......    $13,859,078
                                    -----------
   Total equity  ...............    $13,859,078
                                    ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $  135,261
  Capital gain distributions  .........              0
                                            ----------
                                               135,261
EXPENSES:
  Mortality and expense risk charges            82,919
                                            ----------
   Net investment income (loss)  ......         52,342
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       (192,238)
  Unrealized appreciation
        (depreciation)  ...............        779,508
                                            ----------
   Net gain (loss) on investments   ...        587,270
                                            ----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $  639,612
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    52,342           $   553,012
 Net gain (loss) on investments  .......................................           587,270              (613,958)
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations              639,612               (60,946)
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed):  .................................         3,389,659             3,451,573
                                                                               -----------           -----------
 Less cost of units redeemed:
  Administrative charges   .............................................         1,206,516             1,314,254
  Policy loans .........................................................           268,423               191,268
  Surrender benefits ...................................................           278,383               338,599
  Death benefits  ......................................................             1,419                28,090
                                                                               -----------           -----------
                                                                                 1,754,741             1,872,211
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          1,634,918             1,579,362
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................         2,274,530             1,518,416
EQUITY ACCOUNTS:
 Beginning of period ...................................................        11,584,548            10,066,132
                                                                               -----------           -----------
 End of period .........................................................       $13,859,078           $11,584,548
                                                                               ===========           ===========
</TABLE>

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

                                       51
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                               BOND SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                        December 31
                                                September 30  ----------------------------------------------------------------
                                                    1997        1996          1995         1994         1993        1992
                                                ------------- ------------- ------------ ------------- ----------- -----------
<S>                                             <C>           <C>           <C>          <C>           <C>         <C>
Accumulation unit value, beginning of period     $   19.53      $  19.67     $   16.14     $  17.50     $  15.57    $  14.68
 Income from operations:
  Net investment income (loss)  ...............        .09           .99          1.05          .89         2.11        1.00
  Net realized and unrealized
    gain (loss) on investments  ...............        .89        ( 1.13)         2.48       ( 2.25)      (  .18)     (  .11)
                                                 ---------      --------     ---------     --------     --------    --------
   Total income (loss) from operations   ......        .98        (  .14)         3.53       ( 1.36)       .1.93         .89
                                                 ---------      --------     ---------     --------     --------    --------
Accumulation unit value, end of period   ......  $   20.51      $  19.53     $   19.67     $  16.14     $  17.50    $  15.57
                                                 =========      ========     =========     ========     ========    ========
Total return(a)  ..............................       5.02%       (  .75%)       21.89%      ( 7.77%)      12.40%       6.08%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $  13,859      $  1,585     $  10,066     $  6,259     $  6,985    $  4,558
 Ratio of net investment income (loss) to
   average net assets(b)  .....................        .6 %         5.34%         5.80%        5.57%       12.92%       6.69%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       52
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Growth Portfolio
   (10,798,143.320 shares;
   cost $303,973,822)............    $457,846,222
 Accrued transfers from (to)
     depositor - net ............          79,810
                                     ------------
   Total assets   ...............     457,926,032
                                     ------------
LIABILITIES:   ..................          11,322
                                     ------------
   Total net assets  ............    $457,914,710
                                     ============
EQUITY ACCOUNTS:
 Policyowners' equity:
   Growth sub-account
   (7,786,258.715292 units;
   $58.810621 unit value)  ......    $457,914,710
                                     ------------
   Total equity   ...............    $457,914,710
                                     ============
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   495,370
  Capital gain distributions  .........       2,782,833
                                            -----------
                                              3,278,203
EXPENSES:
  Mortality and expense risk charges          2,633,824
                                            -----------
   Net investment income (loss)  ......         644,379
                                            -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       4,204,278
  Unrealized appreciation
        (depreciation)  ...............      72,843,027
                                            -----------
   Net gain (loss) on investments   ...      77,047,305
                                            -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $77,691,684
                                            ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    644,379          $ 19,310,499
 Net gain (loss) on investments  .......................................         77,047,305            26,918,660
                                                                               ------------          ------------
 Net increase (decrease) in equity accounts resulting from operations            77,691,684            46,229,159
                                                                               ------------          ------------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................         77,509,745            91,555,979
                                                                               ------------          ------------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................         27,178,840            29,331,415
  Policy loans .........................................................          7,668,860             8,442,970
  Surrender benefits ...................................................         11,506,754            12,385,662
  Death benefits  ......................................................            423,541               600,920
                                                                               ------------          ------------
                                                                                 46,777,995            50,760,967
                                                                               ------------          ------------
  Increase (decrease) in equity accounts from capital unit transactions          30,731,750            40,795,012
                                                                               ------------          ------------
  Net increase (decrease) in equity accounts ...........................        108,423,434            87,024,171
EQUITY ACCOUNTS:
 Beginning of period ...................................................        349,491,276           262,467,105
                                                                               ------------          ------------
 End of period .........................................................       $457,914,710          $349,491,276
                                                                               ============          ============
</TABLE>

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

                                       53
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                       December 31
                                               September 30  ----------------------------------------------------------------
                                                   1997         1996         1995         1994          1993         1992
                                               ------------- ------------ ------------ ------------- ------------ -----------
<S>                                            <C>           <C>          <C>          <C>           <C>          <C>
Accumulation unit value, beginning of period     $  48.48     $  41.47     $  28.44      $  31.30     $  30.37     $  29.95
 Income from operations:
  Net investment income (loss) ...............        .09         2.88         3.89           .04          .46         1.09
  Net realized and unrealized
    gain (loss) on investments ...............      10.24         4.13         9.14        ( 2.90)         .47       (  .67)
                                                 --------     --------     --------      --------     --------     --------
   Total income (loss) from operations  ......      10.33         7.01        13.03        ( 2.86)         .93          .42
                                                 --------     --------     --------      --------     --------     --------
Accumulation unit value, end of period  ......   $  58.81     $  48.48     $  41.47      $  28.44     $  31.30     $  30.37
                                                 ========     ========     ========      ========     ========     ========
Total return(a) ..............................      21.30%       16.91%       45.81%       ( 9.13%)       3.06%        1.41%
Ratios and supplemental data:
 Net assets at end of period (in thousands)      $457,915     $349,491     $262,467      $161,490     $169,757     $146,053
 Ratio of net investment income (loss) to
   average net assets(b) .....................       0.22%        6.41%       11.05%         0.16%        1.56%        3.84%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       54
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                 SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Short-to-Intermediate
   Government Portfolio
   (171,756.149 shares;
   cost $1,784,332)  ............     $1,823,871
 Accrued transfers from (to)
     depositor - net ............         (2,272)
                                      ----------
   Total assets   ...............      1,821,599
                                      ----------
LIABILITIES:   ..................             45
                                      ----------
   Total net assets  ............     $1,821,554
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Short-to-Intermediate
   Government sub-account
   (147,547.135527 units;
   $12.345576 unit value)  ......     $1,821,554
                                      ----------
   Total equity   ...............     $1,821,554
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................       $22,511
  Capital gain distributions  .........             0
                                              -------
                                               22,511
EXPENSES:
  Mortality and expense risk charges           12,064
                                              -------
   Net investment income (loss)  ......        10,447
                                              -------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         6,128
  Unrealized appreciation
        (depreciation)  ...............        57,881
                                              -------
   Net gain (loss) on investments   ...        64,009
                                              -------
    Net increase (decrease) in
             net assets resulting
from operations   .....................       $74,456
                                              =======
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................        $   10,447           $   67,973
 Net gain (loss) on investments  .......................................            64,009              (29,048)
                                                                                ----------           ----------
 Net increase (decrease) in equity accounts resulting from operations               74,456               38,925
                                                                                ----------           ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................           300,331              442,872
                                                                                ----------           ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           144,502              178,533
  Policy loans .........................................................            70,410               33,708
  Surrender benefits ...................................................            47,687               77,704
  Death benefits  ......................................................               471                    0
                                                                                ----------           ----------
                                                                                   263,070              289,945
                                                                                ----------           ----------
  Increase (decrease) in equity accounts from capital unit transactions             37,261              152,927
                                                                                ----------           ----------
  Net increase (decrease) in equity accounts ...........................           111,717              191,852
EQUITY ACCOUNTS:
 Beginning of period ...................................................         1,709,837            1,517,985
                                                                                ----------           ----------
 End of period .........................................................        $1,821,554           $1,709,837
                                                                                ==========           ==========
</TABLE>

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

                                       55
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                 SHORT-TO-INTERMEDIATE GOVERNMENT SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                        December 31
                                                September 30  ----------------------------------------------------------------
                                                    1997       1996        1995          1994         1993        1992(c)
                                                ------------- ----------- ------------ ------------- ------------ ------------
<S>                                             <C>           <C>         <C>          <C>           <C>          <C>
Accumulation unit value, beginning of period     $   11.85     $  11.55    $   10.27     $  10.40     $   10.04    $   10.00
 Income from operations:
  Net investment income (loss)  ...............        .07          .51          .61          .40           .14          .01
  Net realized and unrealized
    gain (loss) on investments  ...............        .43       (  .21)         .67       (  .53)          .22          .03
                                                 ---------     --------    ---------     --------     ---------    ---------
   Total income (loss) from operations   ......        .50          .30         1.28       (  .13)          .36          .04
                                                 ---------     --------    ---------     --------     ---------    ---------
Accumulation unit value, end of period   ......  $   12.35     $  11.85    $   11.55     $  10.27     $   10.40    $   10.04
                                                 =========     ========    =========     ========     =========    =========
Total return(a)  ..............................       4.19%        2.56%       12.53%      ( 1.32%)        3.64%         .38%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $   1,822     $  1,710    $   1,517     $    945     $   1,408    $     803
 Ratio of net investment income (loss) to
   average net assets (b) .....................       0.77%        4.53%        5.53%        4.06%         1.39%        1.92%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       56
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GLOBAL SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Global Portfolio
   (6,361,753.879 shares;
   cost $110,370,618)............    $140,752,119
 Accrued transfers from (to)
     depositor - net ............         244,321
                                     ------------
   Total assets   ...............     140,996,440
                                     ------------
LIABILITIES:   ..................           3,435
                                     ------------
   Total net assets  ............    $140,993,005
                                     ============
EQUITY ACCOUNTS:
 Policyowners' equity:
   Global sub-account
   (7,574,714.290770 units;
   $18.613640 unit value)  ......    $140,993,005
                                     ------------
   Total equity   ...............    $140,993,005
                                     ============
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   744,580
  Capital gain distributions  .........         971,067
                                            -----------
                                              1,715,647
EXPENSES:
  Mortality and expense risk charges            741,035
                                            -----------
   Net investment income (loss)  ......         974,612
                                            -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         675,993
  Unrealized appreciation
        (depreciation)  ...............      21,291,865
                                            -----------
   Net gain (loss) on investments   ...      21,967,858
                                            -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $22,942,470
                                            ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    974,612          $ 6,524,214
 Net gain (loss) on investments  .......................................         21,967,858            6,374,264
                                                                               ------------          -----------
 Net increase (decrease) in equity accounts resulting from operations            22,942,470           12,898,478
                                                                               ------------          -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................         48,311,852           43,696,555
                                                                               ------------          -----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................          8,732,359            6,463,101
  Policy loans .........................................................          2,114,496            1,465,510
  Surrender benefits ...................................................          2,479,374            2,225,874
  Death benefits  ......................................................             94,171               62,009
                                                                               ------------          -----------
                                                                                 13,420,400           10,216,494
                                                                               ------------          -----------
  Increase (decrease) in equity accounts from capital unit transactions          34,891,452           33,480,061
                                                                               ------------          -----------
  Net increase (decrease) in equity accounts ...........................         57,833,922           46,378,539
  Depositors' equity contribution (redemption)  ........................                  0             (268,153)
EQUITY ACCOUNTS:
 Beginning of period ...................................................         83,159,083           37,048,697
                                                                               ------------          -----------
 End of period .........................................................       $140,993,005          $83,159,083
                                                                               ============          ===========
</TABLE>

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

                                       57
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                              GLOBAL SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997        1996         1995        1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period      $  15.13     $   11.95    $    9.80     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .14          1.50          .45          .71
  Net realized and unrealized
    gain (loss) on investments  ...............       3.34          1.68         1.70       (  .91)
                                                  --------     ---------    ---------     --------
   Total income (loss) from operations   ......       3.48          3.18         2.15       (  .20)
                                                  --------     ---------    ---------     --------
Accumulation unit value, end of period   ......   $  18.61     $   15.13    $   11.95     $   9.80
                                                  ========     =========    =========     ========
Total return(a)  ..............................      23.04%        26.60%       21.96%      ( 2.02%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $140,993     $  83,159    $  37,049     $ 21,672
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       1.17%        11.09%        4.25%        8.86%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       58
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                    STRATEGIC TOTAL RETURN SUB-ACCOUNT (A)

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                       September 30, 1997
                                       -------------------
<S>                                    <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Strategic Total Return Portfolio
   (4,576,916.538 shares;
   cost $57,360,147)..................     $76,849,078
 Accrued transfers from (to)
     depositor - net   ...............          71,090
                                           -----------
   Total assets  .....................      76,920,168
                                           -----------
LIABILITIES:  ........................           1,887
                                           -----------
   Total net assets ..................     $76,918,281
                                           ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Strategic Total Return sub-account
   (4,099,538.586476 units;
   $18.762668 unit value) ............     $76,918,281
                                           -----------
   Total equity  .....................     $76,918,281
                                           ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................    $   103,034
  Capital gain distributions  .........        158,508
                                           -----------
                                               261,542
EXPENSES:
  Mortality and expense risk charges           437,700
                                           -----------
   Net investment income (loss)  ......       (176,158)
                                           -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        395,148
  Unrealized appreciation
        (depreciation)  ...............     11,755,948
                                           -----------
   Net gain (loss) on investments   ...     12,151,096
                                           -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................    $11,974,938
                                           ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $  (176,158)          $ 2,645,668
 Net gain (loss) on investments  .......................................        12,151,096             3,635,535
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts resulting from operations          11,974,938             6,281,203
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        16,083,143            16,832,424
                                                                               -----------           -----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................         4,358,914             4,528,541
  Policy loans .........................................................         1,046,427               920,628
  Surrender benefits ...................................................         1,534,861             1,300,527
  Death benefits  ......................................................            99,325               112,479
                                                                               -----------           -----------
                                                                                 7,039,527             6,862,175
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          9,043,616             9,970,249
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................        21,018,554            16,251,452
EQUITY ACCOUNTS:
 Beginning of period ...................................................        55,899,727            39,648,275
                                                                               -----------           -----------
 End of period .........................................................       $76,918,281           $55,899,727
                                                                               ===========           ===========
</TABLE>

(a) Prior to May 1, 1997, this sub-account was known as Equity-Income.




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

                                       59
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                      STRATEGIC TOTAL RETURN SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                  December 31
                                                September 30  ----------------------------------------------------
                                                    1997        1996         1995         1994         1993(d)
                                                ------------- ------------ ------------ ------------- ------------
<S>                                             <C>           <C>          <C>          <C>           <C>
Accumulation unit value, beginning of period      $  15.66     $   13.74    $   11.12     $  11.28     $   10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .04)          .82          .68          .18           .19
  Net realized and unrealized
    gain (loss) on investments  ...............       3.14          1.10         1.94       (  .34)         1.09
                                                  --------     ---------    ---------     --------     ---------
   Total income (loss) from operations   ......       3.10          1.92         2.62       (  .16)         1.28
                                                  --------     ---------    ---------     --------     ---------
Accumulation unit value, end of period   ......   $  18.76     $   15.66    $   13.74     $  11.12     $   11.28
                                                  ========     =========    =========     ========     =========
Total return(a)  ..............................      19.82%        13.97%       23.55%      ( 1.42%)       12.81%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 76,918     $  55,900    $  39,648     $ 23,649     $  13,343
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.36)%        5.76%        5.47%        1.93%         2.27%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       60
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          EMERGING GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Emerging Growth Portfolio
   7,057,187.517 shares;
   cost $110,794,080)............    $166,181,036
 Accrued transfers from (to)
     depositor - net ............          66,132
                                     ------------
   Total assets   ...............     166,247,168
                                     ------------
LIABILITIES:   ..................           4,081
                                     ------------
   Total net assets  ............    $166,243,087
                                     ============
EQUITY ACCOUNTS:
 Policyowners' equity:
   Emerging Growth sub-account
   (6,686,647.961311 units;
   $24.861947 unit value)  ......    $166,243,087
                                     ------------
   Total equity   ...............    $166,243,087
                                     ============
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................    $         0
  Capital gain distributions  .........        749,646
                                           -----------
                                               749,646
EXPENSES:
  Mortality and expense risk charges           849,777
                                           -----------
   Net investment income (loss)  ......       (100,131)
                                           -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......      1,318,955
  Unrealized appreciation
        (depreciation)  ...............     32,864,088
                                           -----------
   Net gain (loss) on investments   ...     34,183,043
                                           -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................    $34,082,912
                                           ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................      $   (100,131)          $  3,934,952
 Net gain (loss) on investments  .......................................        34,183,043              9,284,053
                                                                              ------------           ------------
 Net increase (decrease) in equity accounts resulting from operations           34,082,912             13,219,005
                                                                              ------------           ------------
EQUITY TRANSACTIONS:
Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        40,143,911             40,944,477
                                                                              ------------           ------------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................        10,374,194              9,201,102
  Policy loans .........................................................         2,574,981              2,095,860
  Surrender benefits ...................................................         2,840,916              2,754,328
  Death benefits  ......................................................           118,818                 91,972
                                                                              ------------           ------------
                                                                                15,908,909             14,143,262
                                                                              ------------           ------------
  Increase (decrease) in equity accounts from capital unit transactions         24,235,002             26,801,215
                                                                              ------------           ------------
  Net increase (decrease) in equity accounts ...........................        58,317,914             40,020,220
EQUITY ACCOUNTS:
 Beginning of period ...................................................       107,925,173             67,904,953
                                                                              ------------           ------------
 End of period .........................................................      $166,243,087           $107,925,173
                                                                              ============           ============
</TABLE>

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

                                       61
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          EMERGING GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                                   December 31
                                                September 30  -----------------------------------------------------
                                                    1997         1996        1995         1994         1993(d)
                                                ------------- ------------ ------------ ------------- -------------
<S>                                             <C>           <C>          <C>          <C>           <C>
Accumulation unit value, beginning of period      $  19.51     $  16.56     $   11.38     $  12.40      $  10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .02)         .82           .65       (  .09)       (  .09)
  Net realized and unrealized
    gain (loss) on investments  ...............       5.37         2.13          4.53       (  .93)         2.49
                                                  --------     --------     ---------     --------      --------
   Total income (loss) from operations   ......       5.35         2.95          5.18       ( 1.02)         2.40
                                                  --------     --------     ---------     --------      --------
Accumulation unit value, end of period   ......   $  24.86     $  19.51     $   16.56     $  11.38      $  12.40
                                                  ========     ========     =========     ========      ========
Total return(a)  ..............................      27.43%       17.82%        45.49%      ( 8.18%)       23.96%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $166,243     $107,925     $  67,905     $ 36,687      $ 18,620
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.11%)       4.51%         4.66%      ( 0.86%)      ( 0.92%)
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.


























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

                                       62
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                         AGGRESSIVE GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Aggressive Growth Portfolio
   (4,989,396.934 shares;
   cost $69,928,239) ............     $90,571,430
 Accrued transfers from (to)
     depositor - net ............          15,959
                                      -----------
   Total assets   ...............      90,587,389
                                      -----------
LIABILITIES:   ..................           2,238
                                      -----------
   Total net assets  ............     $90,585,151
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Aggressive Growth sub-account
   (4,816,335.711588 units;
   $18.807898 unit value)  ......     $90,585,151
                                      -----------
   Total equity   ...............     $90,585,151
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................    $         0
  Capital gain distributions  .........        464,060
                                           -----------
                                               464,060
EXPENSES:
  Mortality and expense risk charges           471,484
                                           -----------
   Net investment income (loss)  ......         (7,424)
                                           -----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        796,354
  Unrealized appreciation
        (depreciation)  ...............     17,082,476
                                           -----------
   Net gain (loss) on investments   ...     17,878,830
                                           -----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................    $17,871,406
                                           ===========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    (7,424)          $ 1,138,792
 Net gain (loss) on investments  .......................................        17,878,830             2,797,147
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations           17,871,406             3,935,939
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        28,302,321            26,224,213
                                                                               -----------           -----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................         7,032,417             6,412,799
  Policy loans .........................................................         1,290,409               863,340
  Surrender benefits ...................................................         1,646,992             1,349,932
  Death benefits  ......................................................            26,998                29,810
                                                                               -----------           -----------
                                                                                 9,996,816             8,655,881
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions         18,305,505            17,568,332
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................        36,176,911            21,504,271
EQUITY ACCOUNTS:
 Beginning of period ...................................................        54,408,240            32,903,969
                                                                               -----------           -----------
 End of period .........................................................       $90,585,151           $54,408,240
                                                                               ===========           ===========
</TABLE>

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

                                       63
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                         AGGRESSIVE GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997        1996         1995        1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period      $  14.70     $   13.43    $    9.82     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .00           .36          .37       (  .06)
  Net realized and unrealized
    gain (loss) on investments  ...............       4.11           .91         3.24       (  .12)
                                                  --------     ---------    ---------     --------
   Total income (loss) from operations   ......       4.11          1.27         3.61       (  .18)
                                                  --------     ---------    ---------     --------
Accumulation unit value, end of period   ......   $  18.81     $   14.70    $   13.43     $   9.82
                                                  ========     =========    =========     ========
Total return(a)  ..............................      27.98%         9.46%       36.79%      ( 1.85%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 90,585     $  54,408    $  32,904     $  8,909
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.01%)        2.65%        2.93%      ( 0.72%)
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       64
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                             BALANCED SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Balanced Portfolio
   (739,683.639 shares;
   cost $8,062,184)  ............     $9,757,771
 Accrued transfers from (to)
     depositor - net ............          8,936
                                      ----------
   Total assets   ...............      9,766,707
                                      ----------
LIABILITIES:   ..................            239
                                      ----------
   Total net assets  ............     $9,766,468
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Balanced sub-account
   (687,514.514365 units;
   $14.205471 unit value)  ......     $9,766,468
                                      ----------
   Total equity   ...............     $9,766,468
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   37,522
  Capital gain distributions  .........         59,592
                                            ----------
                                                97,114
                                            ----------
EXPENSES:
  Mortality and expense risk charges            53,300
                                            ----------
   Net investment income (loss)  ......         43,814
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         68,447
  Unrealized appreciation
        (depreciation)  ...............      1,131,384
                                            ----------
   Net gain (loss) on investments   ...      1,199,831
                                            ----------
    Net increase (decrease) in net
             assets
resulting from operations  ............     $1,243,645
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................        $   43,814           $  153,790
 Net gain (loss) on investments  .......................................         1,199,831              341,121
                                                                                ----------           ----------
 Net increase (decrease) in equity accounts resulting from operations            1,243,645              494,911
                                                                                ----------           ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................         3,017,187            3,089,782
                                                                                ----------           ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           674,954              575,594
  Policy loans .........................................................           136,005               77,586
  Surrender benefits ...................................................            99,888               84,857
  Death benefits  ......................................................             1,431                3,961
                                                                                ----------           ----------
                                                                                   912,278              741,998
                                                                                ----------           ----------
  Increase (decrease) in equity accounts from capital unit transactions          2,104,909            2,347,784
                                                                                ----------           ----------
  Net increase (decrease) in equity accounts ...........................         3,348,554            2,842,695
 Depositor's equity contribution (redemption)   ........................                 0             (220,175)
EQUITY ACCOUNTS:
 Beginning of period ...................................................         6,417,914            3,795,394
                                                                                ----------           ----------
 End of period .........................................................        $9,766,468           $6,417,914
                                                                                ==========           ==========
</TABLE>

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

                                       65
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                             BALANCED SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997       1996         1995         1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period     $   12.21     $   11.13    $    9.37     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .07           .36          .37          .22
  Net realized and unrealized
    gain (loss) on investments  ...............       1.93           .72         1.39       (  .85)
                                                 ---------     ---------    ---------     --------
   Total income (loss) from operations   ......       2.00          1.08         1.76       (  .63)
                                                 ---------     ---------    ---------     --------
Accumulation unit value, end of period   ......  $   14.21     $   12.21    $   11.13     $   9.37
                                                 =========     =========    =========     ========
Total return(a)  ..............................      16.36%         9.73%       18.73%      ( 6.29%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $   9,766     $   6,418    $   3,795     $  2,145
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       0.73%         3.18%        3.59%        3.06%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       66
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                        GROWTH & INCOME SUB-ACCOUNT (A)

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Growth & Income Portfolio
   (546,958.391 shares;
   cost $6,281,297)  ............     $7,222,213
 Accrued transfers from (to)
     depositor - net ............         10,061
                                      ----------
   Total assets   ...............      7,232,274
                                      ----------
LIABILITIES:   ..................            177
                                      ----------
   Total net assets  ............     $7,232,097
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Growth & Income sub-account
   (490,659.777004 units;
   $14.739536 unit value)  ......     $7,232,097
                                      ----------
   Total equity   ...............     $7,232,097
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
 Dividend income  .....................      $ 14,590
 Capital gain distributions   .........        79,136
                                             --------
                                               93,726
EXPENSES:
  Mortality and expense risk charges           40,984
                                             --------
   Net investment income (loss)  ......        52,742
                                             --------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       117,474
  Unrealized appreciation
        (depreciation)  ...............       604,963
                                             --------
   Net gain (loss) on investments   ...       722,437
                                             --------
    Net increase (decrease) in
             net assets resulting
from operations   .....................      $775,179
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended       Period Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................        $   52,742           $  245,624
 Net gain (loss) on investments  .......................................           722,437              210,007
                                                                                ----------           ----------
 Net increase (decrease) in equity accounts resulting from operations              775,179              455,631
                                                                                ----------           ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):  ..............................
  Net payments (redemptions)  ..........................................         1,781,142            3,245,136
                                                                                ----------           ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           513,495              439,973
  Policy loans .........................................................           115,491               72,641
  Surrender benefits ...................................................           187,862               82,531
  Death benefits  ......................................................             8,086                3,350
                                                                                ----------           ----------
                                                                                   824,934              598,495
                                                                                ----------           ----------
  Increase (decrease) in equity accounts from capital unit transactions            956,208            2,646,641
                                                                                ----------           ----------
  Net increase (decrease) in equity accounts ...........................         1,731,387            3,102,272
 Depositor's equity contribution (redemption)   ........................                 0             (232,644)
EQUITY ACCOUNTS:
 Beginning of period ...................................................         5,500,710            2,631,082
                                                                                ----------           ----------
 End of period .........................................................         7,232,097           $5,500,710
                                                                                ==========           ==========
</TABLE>

(a) Prior to May 1, 1997, this sub-account was known as Utility.




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

                                       67
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          GROWTH & INCOME SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                            December 31
                                                September 30  ---------------------------------------
                                                    1997       1996         1995         1994(e)
                                                ------------- ------------ ------------ -------------
<S>                                             <C>           <C>          <C>          <C>
Accumulation unit value, beginning of period     $   13.03     $   11.77    $    9.49     $  10.00
 Income from operations:
  Net investment income (loss)  ...............        .12           .76          .49          .29
  Net realized and unrealized
    gain (loss) on investments  ...............       1.59           .50         1.79       (  .80)
                                                 ---------     ---------    ---------     --------
   Total income (loss) from operations   ......       1.71          1.26         2.28       (  .51)
                                                 ---------     ---------    ---------     --------
Accumulation unit value, end of period   ......  $   14.74     $   13.03    $   11.77     $   9.49
                                                 =========     =========    =========     ========
Total return(a)  ..............................      13.14%        10.64%       24.14%      ( 5.15%)
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...  $   7,232     $   5,501    $   2,361     $  1,215
 Ratio of net investment income (loss) to
   average net assets(b)  .....................       1.15%         6.38%        4.57%        3.71%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       68
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                     TACTICAL ASSET ALLOCATION SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Tactical Asset Allocation Portfolio
   (1,844,591.450 shares;
   cost $22,442,581) ..................     $26,845,304
 Accrued transfers from (to)
     depositor - net ..................          56,095
                                            -----------
   Total assets   .....................      26,901,399
                                            -----------
LIABILITIES:   ........................             659
                                            -----------
   Total net assets  ..................     $26,900,740
                                            ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Tactical Asset Allocation
   sub-account (1,723,712.692606
   units; $15.606278unit value)  ......     $26,900,740
                                            -----------
   Total equity   .....................     $26,900,740
                                            ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $   52,773
  Capital gain distributions  .........        143,908
                                            ----------
                                               196,681
EXPENSES:
  Mortality and expense risk charges           147,533
                                            ----------
   Net investment income (loss)  ......         49,148
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        283,787
  Change in unrealized appreciation
        (depreciation)  ...............      2,936,912
                                            ----------
   Net gain (loss) on investments   ...      3,220,699
                                            ----------
    Net increase (decrease) in
             equity accounts resulting
from operations   .....................     $3,269,847
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Year Ended
                                                                           September 30, 1997     December 31, 1996
                                                                           --------------------   ------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    49,148           $   584,042
 Net gain (loss) on investments  .......................................         3,220,699             1,178,927
                                                                               -----------           -----------
 Net increase (decrease) in equity accounts resulting from operations            3,269,847             1,762,969
                                                                               -----------           -----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed)   .................................         8,116,988             9,061,824
                                                                               -----------           -----------
 Less cost of units redeemed:
  Administrative charges   .............................................         1,543,003             1,134,737
  Policy loans .........................................................           332,772               306,304
  Surrender benefits ...................................................           516,512               865,689
  Death benefits  ......................................................            39,642                18,086
                                                                               -----------           -----------
                                                                                 2,431,929             2,324,816
                                                                               -----------           -----------
  Increase (decrease) in equity accounts from capital unit transactions          5,685,059             6,737,008
                                                                               -----------           -----------
  Net increase (decrease) in equity accounts ...........................         8,954,906             8,499,977
EQUITY ACCOUNTS:
 Beginning of period ...................................................        17,945,834             9,445,857
                                                                               -----------           -----------
 End of period .........................................................       $26,900,740           $17,945,834
                                                                               ===========           ===========
</TABLE>

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

                                       69
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                     TACTICAL ASSET ALLOCATION SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                                     December 31
                                                September 30  -------------------------
                                                    1997        1996       1995(f)
                                                ------------- ------------ ------------
<S>                                             <C>           <C>          <C>
Accumulation unit value, beginning of period     $   13.50     $   11.90    $   10.00
 Income from operations:
  Net investment income (loss)  ...............        .04           .53          .61
  Net realized and unrealized
    gain (loss) on investments  ...............       2.07          1.07         1.29
                                                 ---------     ---------    ---------
   Total income (loss) from operations   ......       2.11          1.60         1.90
                                                 ---------     ---------    ---------
Accumulation unit value, end of period   ......  $   15.61     $   13.50    $   11.90
                                                 =========     =========    =========
Total return(a)  ..............................      15.62%        13.40%       19.03%
Ratios and supplemental data:
  Net assets at end of period (in thousands)     $  26,901     $  17,946    $   9,446
  Ratio of net investment income (loss) to
    average net assets(b) .....................       0.30%         4.35%        5.47%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.



























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

                                       70
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          C.A.S.E. GROWTH SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   C.A.S.E. Growth Portfolio
   (630,714.519 shares;
   cost $8,639,769)  ............     $10,428,435
 Accrued transfers from (to)
     depositor - net ............          46,584
                                      -----------
   Total assets   ...............      10,475,019
                                      -----------
LIABILITIES:   ..................             259
                                      -----------
   Total net assets  ............     $10,474,760
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   C.A.S.E. Growth sub-account
   (787,147.241092 units;
   $13.307244 unit value)  ......     $10,474,760
                                      -----------
   Total equity   ...............     $10,474,760
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $    2,199
  Capital gain distributions  .........         36,019
                                            ----------
                                                38,218
EXPENSES:
  Mortality and expense risk charges            44,833
                                            ----------
   Net investment income (loss)  ......         (6,615)
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         53,462
  Unrealized appreciation
        (depreciation)  ...............      1,566,921
                                            ----------
   Net gain (loss) on investments   ...      1,620,383
                                            ----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $1,613,768
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Period Ended
                                                                           September 30, 1997     December 31, 1996*
                                                                           --------------------   -------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $    (6,615)           $   70,246
 Net gain (loss) on investments  .......................................         1,620,383               227,803
                                                                               -----------            ----------
 Net increase (decrease) in equity accounts resulting from operations            1,613,768               298,049
                                                                               -----------            ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (redeemed):  .................................         5,241,571             4,302,715
                                                                               -----------            ----------
 Less cost of units redeemed:
  Administrative charges   .............................................           606,696               140,145
  Policy loans .........................................................           105,418                 7,028
  Surrender benefits ...................................................           109,755                12,276
  Death benefits  ......................................................                79                     0
                                                                               -----------            ----------
                                                                                   821,948               159,449
                                                                               -----------            ----------
  Increase (decrease) in equity accounts from capital unit transactions          4,419,623             4,143,266
                                                                               -----------            ----------
  Net increase (decrease) in equity accounts ...........................         6,033,391             4,441,315
 Depositors' equity contribution (redemption)   ........................           (24,946)               25,000
EQUITY ACCOUNTS:
 Beginning of period ...................................................         4,466,315                     0
                                                                               -----------            ----------
 End of period .........................................................       $10,474,760            $4,466,315
                                                                               ===========            ==========
</TABLE>

* The inception date of this sub-account was May 1, 1996.





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

                                       71
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                          C.A.S.E. GROWTH SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                September 30   December 31
                                                    1997         1996(g)
                                                -------------- ------------
<S>                                             <C>            <C>
Accumulation unit value, beginning of period      $  10.81      $   10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .01)           .37
  Net realized and unrealized
    gain (loss) on investments  ...............       2.51            .44
                                                  --------      ---------
   Total income (loss) from operations   ......       2.50            .81
                                                  --------      ---------
Accumulation unit value, end of period   ......   $  13.31      $   10.81
                                                  ========      =========
Total return(a)  ..............................      23.11%          8.09%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 10,475      $   4,466
 Ratio of net investment income (loss) to
   average net assets(b)  .....................     ( 0.13%)         6.11%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.




























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

                                       72
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                           VALUE EQUITY SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   Value Equity Portfolio
   (1,578,236.709 shares;
   cost $18,570,376) ............     $22,268,655
 Accrued transfers from (to)
     depositor - net ............          69,917
                                      -----------
   Total assets   ...............      22,338,572
                                      -----------
LIABILITIES:   ..................             548
                                      -----------
   Total net assets  ............     $22,338,024
                                      ===========
EQUITY ACCOUNTS:
 Policyowners' equity:
   Value Equity sub-account
   (1,595,234.009808 units;
   $14.002976 unit value)  ......     $22,338,024
                                      -----------
   Total equity   ...............     $22,338,024
                                      ===========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................     $    7,477
  Capital gain distributions  .........              0
                                            ----------
                                                 7,477
                                            ----------
EXPENSES:
  Mortality and expense risk charges            99,998
                                            ----------
   Net investment income (loss)  ......        (92,521)
                                            ----------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......        235,523
  Unrealized appreciation
        (depreciation)  ...............      3,164,935
                                            ----------
   Net gain (loss) on investments   ...      3,400,458
                                            ----------
    Net increase (decrease) in
             net assets resulting
from operations   .....................     $3,307,937
                                            ==========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended        Period Ended
                                                                           September 30, 1997     December 31, 1996*
                                                                           --------------------   -------------------
<S>                                                                        <C>                    <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   (92,521)           $   18,724
 Net gain (loss) on investments  .......................................         3,400,458               603,734
                                                                               -----------            ----------
 Net increase (decrease) in equity accounts resulting from operations            3,307,937               622,458
                                                                               -----------            ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        11,819,354             8,292,350
                                                                               -----------            ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           767,914               152,948
  Policy loans .........................................................           375,925                36,190
  Surrender benefits ...................................................           302,774                38,448
  Death benefits  ......................................................               254                     0
                                                                               -----------            ----------
                                                                                 1,446,867               227,586
                                                                               -----------            ----------
  Increase (decrease) in equity accounts from capital unit transactions         10,372,487             8,064,764
                                                                               -----------            ----------
  Net increase (decrease) in equity accounts ...........................        13,680,424             8,687,222
 Depositors' equity contribution (redemption)   ........................          (229,622)              200,000
EQUITY ACCOUNTS:
 Beginning of period ...................................................         8,887,222                     0
                                                                               -----------            ----------
 End of period .........................................................       $22,338,024            $8,887,222
                                                                               ===========            ==========
</TABLE>

* The inception date of this sub-account was May 1, 1996.




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

                                       73
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                           VALUE EQUITY SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                September 30   December 31
                                                    1997         1996(g)
                                                -------------- ------------
<S>                                             <C>            <C>
Accumulation unit value, beginning of period      $  11.25      $   10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .07)           .05
  Net realized and unrealized
    gain (loss) on investments  ...............       2.82           1.20
                                                  --------      ---------
   Total income (loss) from operations   ......       2.75           1.25
                                                  --------      ---------
Accumulation unit value, end of period   ......   $  14.00      $   11.25
                                                  ========      =========
Total return (a) ..............................      24.46%         12.51%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $ 22,338      $   8,887
 Ratio of net investment income to
   average net assets (b) .....................     ( 0.82%)         0.77%
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.




























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

                                       74
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                       INTERNATIONAL EQUITY SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                     September 30, 1997
                                     -------------------
<S>                                  <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   International Equity Portfolio
   (shares 165,252.213;
   cost $1,840,097)  ...............     $1,900,165
 Accrued transfers from (to)
     depositor - net ...............          5,194
                                         ----------
   Total assets   ..................      1,905,359
                                         ----------
LIABILITIES:   .....................             46
                                         ----------
   Total net assets  ...............     $1,905,313
                                         ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   International Equity sub-account
   (166,809.516700 units;
   $11.422091 unit value)  .........     $1,905,313
                                         ----------
   Total equity   ..................     $1,905,313
                                         ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................      $      0
  Capital gain distributions  .........             0
                                             --------
                                                    0
EXPENSES:
  Mortality and expense risk charges            8,940
                                             --------
   Net investment income (loss)  ......        (8,940)
                                             --------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......       119,248
  Unrealized appreciation
        (depreciation)  ...............        60,068
                                             --------
   Net gain (loss) on investments   ...       179,316
                                             --------
    Net increase (decrease) in
             net assets resulting
from operations   .....................      $170,376
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                           September 30, 1997*
                                                                           --------------------
<S>                                                                        <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   (8,940)
 Net gain (loss) on investments  .......................................          179,316
                                                                               ----------
 Net increase (decrease) in equity accounts resulting from operations             170,376
                                                                               ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        1,864,196
                                                                               ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           61,373
  Policy loans .........................................................           48,746
  Surrender benefits ...................................................           12,841
  Death benefits  ......................................................                0
                                                                               ----------
                                                                                  122,960
                                                                               ----------
  Increase (decrease) in equity accounts from capital unit transactions         1,741,236
                                                                               ----------
  Net increase (decrease) in equity accounts ...........................        1,911,612
 Depositor's equity contribution (redemption)   ........................           (6,299)
EQUITY ACCOUNTS:
 Beginning of period ...................................................                0
                                                                               ----------
 End of period .........................................................       $1,905,313
                                                                               ==========
</TABLE>

* The inception date of this sub-account was January 2, 1997.




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

                                       75
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                       INTERNATIONAL EQUITY SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                                September 30
                                                  1997(h)
                                                -------------
<S>                                             <C>
Accumulation unit value, beginning of period      $  10.00
 Income from operations:
  Net investment income (loss)  ...............     (  .07)
  Net realized and unrealized
    gain (loss) on investments  ...............       1.49
                                                  --------
   Total income (loss) from operations   ......       1.42
                                                  --------
Accumulation unit value, end of period   ......   $  11.42
                                                  ========
Total return (a) ..............................      14.22%
Ratios and supplemental data:
 Net assets at end of period (in thousands) ...   $  1,905
 Ratio of net investment income to
   average net assets (b) .....................     ( 0.89%)
</TABLE>

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


     See Notes to Selected Per Unit Data and Ratios on page 78.




























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

                                       76
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                            U.S. EQUITY SUB-ACCOUNT

                                  (UNAUDITED)

STATEMENT OF ASSETS, LIABILITIES AND
EQUITY ACCOUNTS


<TABLE>
<CAPTION>
                                  September 30, 1997
                                  -------------------
<S>                               <C>
ASSETS:
 Investments at net asset value:
  WRL Series Fund, Inc.:
   U.S. Equity Portfolio
   (shares 160,804.390;
   cost $1,837,148)  ............     $1,996,870
 Accrued transfers from (to)
     depositor - net ............         27,434
                                      ----------
   Total assets   ...............      2,024,304
                                      ----------
LIABILITIES:   ..................             49
                                      ----------
   Total net assets  ............     $2,024,255
                                      ==========
EQUITY ACCOUNTS:
 Policyowners' equity:
   U.S. Equity sub-account
   (164,100.336032 units;
   $12.335473 unit value)  ......     $2,024,255
                                      ----------
   Total equity   ...............     $2,024,255
                                      ==========
</TABLE>

STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                         Nine Months Ended
                                        September 30, 1997
                                        -------------------
<S>                                     <C>
INVESTMENT INCOME:
  Dividend income .....................      $      0
  Capital gain distributions  .........             0
                                             --------
                                                    0
EXPENSES:
  Mortality and expense risk charges            5,637
                                             --------
   Net investment income (loss)  ......        (5,637)
                                             --------
Net realized and unrealized gain (loss)
   on investments:
  Net realized gain (loss) from
        securities transactions  ......         8,890
  Unrealized appreciation
        (depreciation)  ...............       159,722
                                             --------
   Net gain (loss) on investments   ...       168,612
                                             --------
    Net increase (decrease) in
             net assets resulting
from operations   .....................      $162,975
                                             ========
</TABLE>

STATEMENT OF CHANGES IN EQUITY ACCOUNTS

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                           September 30, 1997*
                                                                           --------------------
<S>                                                                        <C>
OPERATIONS:
 Net investment income (loss) ..........................................       $   (5,637)
 Net gain (loss) on investments  .......................................          168,612
                                                                               ----------
 Net increase (decrease) in equity accounts resulting from operations             162,975
                                                                               ----------
EQUITY TRANSACTIONS:
 Proceeds from units sold (repurchased):
  Net payments (redemptions)  ..........................................        1,954,362
                                                                               ----------
 Less cost of units redeemed:
  Cost of insurance and administrative charges  ........................           40,925
  Policy loans .........................................................           49,335
  Surrender benefits ...................................................            5,296
  Death benefits  ......................................................               36
                                                                               ----------
                                                                                   95,592
                                                                               ----------
  Increase (decrease) in equity accounts from capital unit transactions         1,858,770
                                                                               ----------
  Net increase (decrease) in equity accounts ...........................        2,021,745
 Depositor's equity contribution (redemption)   ........................            2,510
EQUITY ACCOUNTS:
 Beginning of period ...................................................                0
                                                                               ----------
 End of period .........................................................       $2,024,255
                                                                               ==========
</TABLE>

* The inception date of this sub-account was January 2, 1997.




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

                                       77
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                            U.S. EQUITY SUB-ACCOUNT

                                  (UNAUDITED)


SELECTED PER UNIT DATA AND RATIOS*
FOR THE PERIOD ENDED


<TABLE>
<CAPTION>
                                              September 30
                                                1997(h)
                                              -------------
<S>                                           <C>
Accumulation unit value, beginning of period    $  10.00
 Income from operations:
  Net investment income (loss)   ............     (  .08)
  Net realized and unrealized
    gain (loss) on investments   ............       2.42
                                                --------
   Total income (loss) from operations ......       2.34
                                                --------
Accumulation unit value, end of period ......   $  12.34
                                                ========
Total return   ..............................      23.35%
Ratios and supplemental data:
  Net assets at end of period (in thousands)    $  2,024
  Ratio of net investment income to
    average net assets  .....................     ( 0.89%)
</TABLE>

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




NOTES TO SELECTED PER UNIT DATA AND RATIOS
(a) For periods less than one year, the total return is not annualized.
(b) For periods less than one year, the ratio of net investment income to
average net assets is annualized.
(c) The inception date of this Sub-Account was December 3, 1992.
(d) The inception date of this Sub-Account was March 1, 1993.
(e) The inception date of this Sub-Account was March 1, 1994.
(f) The inception date of this Sub-Account was January 3, 1995.
(g) The inception date of this Sub-Account was May 1, 1996.

(h) The inception date of this Sub-Account was January 2, 1997.















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

                                       78
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                       NOTES TO THE FINANCIAL STATEMENTS

                                  (UNAUDITED)

SEPTEMBER 30, 1997

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


WRL Series Life Account (the "Life Account") was established as a variable life
insurance separate account of 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 fifteen
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:


<TABLE>
<CAPTION>
Portfolio                  Investment Manager
- ------------------------   ------------------------------
<S>                        <C>
Money Market               J.P. Morgan Investment
                           Management Inc.
Bond                       Janus Capital Corporation
                           ("JCC")
Growth                     JCC
Short-to-Intermediate      AEGON USA Investment
   Government              Management, Inc.
                           ("AIMI")
Global                     JCC
Strategic Total Return     Luther King Capital
                           Management Corporation
Emerging Growth            Van Kampen American
                           Capital Asset
                           Management, Inc.
Aggressive Growth          Fred Alger Management, Inc.
Balanced                   AIMI
Growth & Income            Federated Investment
                           Counseling
Tactical Asset             Dean Investment
   Allocation              Associates
C.A.S.E. Growth            C.A.S.E. Management, Inc.
Value Equity               NWQ Investment
                           Management
                           Company, Inc.
International Equity       Scottish Equitable Investment
                           Management, Ltd. and
                           GE Investment
                           Management, Inc.
U.S. Equity                GE Investment
                           Management, Inc.
</TABLE>

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

On January 2, 1997, WRL made an initial contribution of $400,000 to the Life
Account, International Equity Sub-Account, for which WRL received 40,000.000000
units. On April 28, 1997, WRL redeemed the initial contribution in the Life
Account, International Equity Sub-Account, for $406,299.


On January 2, 1997, WRL made an initial contribution of $200,000 to the Life
Account, U.S. Equity Sub-Account, for which WRL received 20,000.000000 units.
On April 28, 1997, WRL redeemed the initial contribution in the Life Account,
U.S. Equity Sub-Account, for $197,490.


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 financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect 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, 1997.
      Investment transactions are accounted for on the trade date, using the
      Fund NAV 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

                                       79
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                       NOTES TO THE FINANCIAL STATEMENTS
                                  (UNAUDITED)
                        SEPTEMBER 30, 1997--(CONTINUED)

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES--(CONTINUED)
      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. 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 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 typically
declared and reinvested semi-annually, while capital gain distributions are
typically 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, 1997, the equity accounts include net unrealized
appreciation (depreciation) on investments as follows:


<TABLE>
<CAPTION>
Sub-Account
- ----------------------------------
<S>                                  <C>
Money Market                                  $N/A
Bond                                       501,000
Growth                                 153,872,400
Short-to-Intermediate Government            39,539
Global                                  30,381,501
Strategic Total Return                  19,488,931
Emerging Growth                         55,386,956
Aggressive Growth                       20,643,191
Balanced                                 1,695,587
Growth & Income                            940,916
Tactical Asset Allocation                4,402,723
C.A.S.E. Growth                          1,788,666
Value Equity                             3,698,279
International Equity                        60,068
U.S. Equity                                159,722
</TABLE>


                                       80
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                        BALANCE SHEET - STATUTORY BASIS
                           AS OF SEPTEMBER 30, 1997
                           (IN THOUSANDS)(UNAUDITED)


<TABLE>
<S>                                                                                <C>
ADMITTED ASSETS
Cash and invested assets:
 Cash (deficit) and short-term investments  ....................................   $  (6,237)
 Bonds  ........................................................................     273,073
 Common stock, at market  ......................................................         516
 Mortgage loans on real estate  ................................................       4,853
 Home office properties, at cost less accumulated depreciation   ...............      14,365
 Policy loans ..................................................................      69,712
                                                                                   -----------
Total cash and invested assets  ................................................     356,282
Premiums deferred and uncollected  .............................................       1,811
Accrued investment income ......................................................       5,024
Receivable from affiliates   ...................................................       7,676
Transfers from separate accounts   .............................................     268,684
Other assets  ..................................................................       3,691
Separate account assets   ......................................................   4,815,635
                                                                                   -----------
Total admitted assets  .........................................................   $5,458,803
                                                                                   ===========
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
 Aggregate reserves for policies and contracts:
  Life  ........................................................................   $ 194,165
  Annuity  .....................................................................     290,163
 Policy and contract claim reserves   ..........................................       8,680
 Other policyholders' funds  ...................................................       3,584
 Remittances and items not allocated  ..........................................      13,658
 Federal income taxes payable   ................................................         611
 Asset valuation reserve  ......................................................       4,552
 Interest maintenance reserve   ................................................       8,544
 Other liabilities  ............................................................      25,730
 Separate account liabilities   ................................................   4,810,546
                                                                                   -----------
Total liabilities   ............................................................   5,360,233
Capital and surplus:
 Common stock, $1.00 par value, 1,500 shares authorized, issued and outstanding        1,500
 Paid-in surplus ...............................................................      68,015
 Unassigned surplus ............................................................      29,055
                                                                                   -----------
Total capital and surplus ......................................................      98,570
                                                                                   -----------
Total liabilities and capital and surplus   ....................................   $5,458,803
                                                                                   ===========
</TABLE>

                                      See note to financial statements


                                       81
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   STATEMENT OF OPERATIONS - STATUTORY BASIS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                           (IN THOUSANDS)(UNAUDITED)


<TABLE>
<S>                                                                                    <C>
Revenues:
 Premiums and other considerations, net of reinsurance
  Life   ...........................................................................    $ 282,589
  Annuity   ........................................................................      641,923
 Net investment income  ............................................................       30,914
 Amortization of interest maintenance reserve   ....................................        1,176
 Commissions and expense allowances on reinsurance ceded ...........................            8
 Other income  .....................................................................          315
                                                                                        ---------
                                                                                          956,925
Benefits and expenses:
 Benefits paid or provided for:
  Life   ...........................................................................       18,591
  Surrender benefits ...............................................................      327,116
  Other benefits  ..................................................................       21,980
  Increase (decrease) in aggregate reserves for policies and contracts:
   Life  ...........................................................................       39,055
   Annuity  ........................................................................      (42,123)
   Other ...........................................................................          493
                                                                                        ---------
                                                                                          365,112
  Insurance expenses:
   Commissions .....................................................................      131,631
   General insurance expenses ......................................................       50,000
   Taxes, licenses and fees   ......................................................        9,543
   Transfer to separate accounts ...................................................      402,754
   Other expenses ..................................................................           14
                                                                                        ---------
                                                                                          593,942
                                                                                        ---------
                                                                                          959,054
                                                                                        ---------
 Loss from operations before federal income taxes and realized capital gains on            (2,129)
  investments
 Federal income tax expense   ......................................................        1,407
                                                                                        ---------
 Loss from operations before realized capital gains on investments   ...............       (3,536)
 Net realized capital gains on investments (net of related federal income taxes and
amounts transferred to
   interest maintenance reserve) ...................................................        1,206
                                                                                        ---------
 Net loss   ........................................................................    $  (2,330)
                                                                                        =========
</TABLE>

                                      See note to financial statements


                                       82
<PAGE>

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



<TABLE>
<CAPTION>
                                                                                           Total
                                                                                          Capital
                                                    Common     Paid-in     Unassigned       and
                                                     Stock     Surplus      Surplus       Surplus
                                                    --------   ---------   ------------   -----------
<S>                                                 <C>        <C>         <C>            <C>
Balance at January 1, 1997  .....................    $1,500     $68,015     $ 26,041       $ 95,556
 Net (loss)  ....................................         0           0       (2,330)        (2,330)
 Net unrealized gains (losses) ..................         0           0         (232)          (232)
 Decrease in non-admitted assets  ...............         0           0          213            213
 Increase in asset valuation reserve ............         0           0        1,158          1,158
 Increase in surplus in separate accounts  ......         0           0          457            457
 Other adjustments ..............................         0           0        3,748          3,748
                                                     ------     -------     --------       --------
Balance at September 30, 1997  ..................    $1,500     $68,015     $ 29,055       $ 98,570
                                                     ======     =======     ========       ========
</TABLE>

                                      See note to financial statements


                                       83
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
                   STATEMENT OF CASH FLOWS - STATUTORY BASIS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                           (IN THOUSANDS)(UNAUDITED)


<TABLE>
<S>                                                                  <C>
SOURCES OF CASH
Premiums and other considerations, net of reinsurance ............   $ 924,612
Net investment income   ..........................................      32,836
Other income   ...................................................       4,415
                                                                     ---------
                                                                       961,863
Life claims ......................................................     (18,630)
Surrender benefits and other fund withdrawals   ..................    (327,116)
Other benefits to policyholders  .................................     (21,847)
Commissions, other expenses and taxes  ...........................    (190,959)
Net transfers to separate accounts  ..............................    (466,844)
Dividends to policyholders .......................................         (25)
                                                                     ---------
Net cash used by operations   ....................................     (63,558)
Proceeds from investments sold, matured or repaid:
 Bonds and redeemable preferred stock  ...........................     108,115
 Mortgage loans on real estate   .................................       2,088
                                                                     ---------
Total cash from investments   ....................................     110,203
Other sources  ...................................................      19,309
                                                                     ---------
Total sources of cash   ..........................................      65,954
APPLICATIONS OF CASH
Cost of investments acquired:
 Bonds and redeemable preferred stock  ...........................      19,663
 Common stocks ...................................................         150
 Mortgage loans on real estate   .................................         892
 Real estate   ...................................................       6,403
 Net increase in policy loans ....................................      17,108
                                                                     ---------
Total investments acquired .......................................      44,216
Other applications, net ..........................................      30,455
                                                                     ---------
Total applications of cash .......................................      74,671
                                                                     ---------
Net change in cash and short-term investments   ..................      (8,717)
Cash and short-term investments at beginning of year  ............       2,480
                                                                     ---------
Cash (deficit) and short-term investments at end of period  ......   $  (6,237)
                                                                     =========
</TABLE>

                        See note to financial statements

                                       84
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                 NOTE TO FINANCIAL STATMENTS - STATUTURY BASIS

                     AS OF SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 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 the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjust

ments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended September 30, 1997 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1997. For further information,
refer to the accompanying statutory basis financial statements and notes
thereto for the year ended December 31, 1996.

                                       85
<PAGE>

                      THIS PAGE INTENTIONALLY LEFT BLANK.

                                       86
<PAGE>

                            WRL SERIES LIFE ACCOUNT


                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors of Western Reserve Life Assurance Co. of Ohio
and Policyholders of the WRL Series Life Account


     In our opinion, the accompanying statements of assets, liabilities and
equity accounts and the related statements of operations and of changes in
equity accounts and the selected per unit data and ratios present fairly, in
all material respects, the financial position of each of the Sub-Accounts
constituting the WRL Series Life Account (a separate account of Western Reserve
Life Assurance Co. of Ohio, hereafter referred to as the "Life Account") at
December 31, 1996, the results of each of their operations, the changes in each
of their equity accounts and the selected per unit data and ratios for each of
the periods indicated, in conformity with generally accepted accounting
principles. These financial statements and selected per unit data and ratios
(hereafter referred to as "financial statements") are the responsibility of the
Life Account's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.



PRICE WATERHOUSE LLP
Kansas City, Missouri
January 31, 1997

                                       87
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS
At December 31, 1996



<TABLE>
<CAPTION>
                                   MONEY MARKET             BOND
                                    SUB-ACCOUNT         SUB-ACCOUNT
<S>                              <C>                  <C>
ASSETS:
 Investments
  Investment in WRL Series
   Fund, Inc.:
   Shares  .....................      12,430,543.580       1,081,304.989
                                      ==============       =============
   Cost ........................  $       12,430,544   $      11,856,263
                                  ==================   =================
  Investments, at net
   asset value   ...............  $       12,430,544   $      11,577,785
  Accrued transfers from
   (to) depositor - net   ......             309,485               6,763
                                  ------------------   -----------------
   Total assets  ...............          12,740,029          11,584,548
                                  ------------------   -----------------
LIABILITIES:  ..................                   0                   0
                                  ------------------   -----------------
   Total net assets ............  $       12,740,029   $      11,584,548
                                  ==================   =================
EQUITY ACCOUNTS:
 Policy Owners' equity:
   Units   .....................      824,579.964824      593,289.952352
                                  ==================   =================
   Unit value ..................  $        15.450326   $       19.525946
                                  ==================   =================
   Policy Owners' equity  ......  $       12,740,029   $      11,584,548
                                  ------------------   -----------------
 Depositor's equity:
   Units   .....................          N/A                 N/A
                                  ==================   =================
   Unit value ..................  $              N/A   $             N/A
                                  ==================   =================
   Depositor's equity  .........  $              N/A   $             N/A
                                  ------------------   -----------------
   Total equity  ...............  $       12,740,029   $      11,584,548
                                  ==================   =================



<CAPTION>
                                                       SHORT-TO-
                                                      INTERMEDIATE
                                      GROWTH           GOVERNMENT           GLOBAL          EQUITY-INCOME
                                   SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT
<S>                              <C>                 <C>               <C>                 <C>
ASSETS:
 Investments
  Investment in WRL Series
   Fund, Inc.:
   Shares  .....................      9,980,909.027       166,836.195       4,589,097.306       3,994,063.092
                                      =============       ===========       =============       =============
   Cost ........................  $     268,315,218   $     1,727,550   $      74,042,621   $      48,072,935
                                  =================   ===============   =================   =================
  Investments, at net
   asset value   ...............  $     349,344,591   $     1,709,208   $      83,132,258   $      55,805,919
  Accrued transfers from
   (to) depositor - net   ......            146,685               629              26,825              93,808
                                  -----------------   ---------------   -----------------   -----------------
   Total assets  ...............        349,491,276         1,709,837          83,159,083          55,899,727
                                  -----------------   ---------------   -----------------   -----------------
LIABILITIES:  ..................                  0                 0                   0                   0
                                  -----------------   ---------------   -----------------   -----------------
   Total net assets ............  $     349,491,276   $     1,709,837   $      83,159,083   $      55,899,727
                                  =================   ===============   =================   =================
EQUITY ACCOUNTS:
 Policy Owners' equity:
   Units   .....................   7,208,481.980640    144,300.578938    5,497,026.869725    3,569,906.038362
                                  =================   ===============   =================   =================
   Unit value ..................  $       48.483339   $     11.849133   $       15.128011   $       15.658599
                                  =================   ===============   =================   =================
   Policy Owners' equity  ......  $     349,491,276   $     1,709,837   $      83,159,083   $      55,899,727
                                  -----------------   ---------------   -----------------   -----------------
 Depositor's equity:
   Units   .....................         N/A                N/A                N/A                 N/A
                                  =================   ===============   =================   =================
   Unit value ..................  $             N/A   $           N/A   $             N/A   $             N/A
                                  =================   ===============   =================   =================
   Depositor's equity  .........  $             N/A   $           N/A   $             N/A   $             N/A
                                  -----------------   ---------------   -----------------   -----------------
   Total equity  ...............  $     349,491,276   $     1,709,837   $      83,159,083   $      55,899,727
                                  =================   ===============   =================   =================
</TABLE>

WRL SERIES LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the year or period ended December 31, 1996



<TABLE>
<CAPTION>
                                     MONEY MARKET          BOND               GROWTH
                                      SUB-ACCOUNT      SUB-ACCOUNT          SUB-ACCOUNT
<S>                                 <C>               <C>                <C>
INVESTMENT INCOME:
 Dividend income ..................  $       599,024   $      648,087    $       3,365,272
 Capital gain distributions  ......                0                0           18,714,436
                                     ---------------   --------------    -----------------
                                             599,024          648,087           22,079,708
EXPENSES:
 Mortality and expense risk  ......          107,839           95,075            2,769,209
                                     ---------------   --------------    -----------------
  Net investment income
   (loss)  ........................          491,185          553,012           19,310,499
                                     ---------------   --------------    -----------------
 Net realized and unrealized
  gain (loss) on investments:
  Net realized gain (loss)
   from securities
   transactions  ..................                0         (182,715)           5,591,331
  Change in unrealized
   appreciation
   (depreciation)   ...............                0         (431,243)          21,327,329
                                     ---------------   --------------    -----------------
   Net gain (loss) on
    investments  ..................                0         (613,958)          26,918,660
                                     ---------------   --------------    -----------------
   Net increase (decrease)
    in equity accounts
    resulting from
    operations   ..................  $       491,185   $      (60,946)   $      46,229,159
                                     ===============   ==============    =================



<CAPTION>
                                      SHORT-TO-
                                     INTERMEDIATE
                                      GOVERNMENT            GLOBAL           EQUITY-INCOME
                                     SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT
<S>                                 <C>                <C>                 <C>
INVESTMENT INCOME:
 Dividend income ..................  $       81,747    $         847,718    $       1,181,014
 Capital gain distributions  ......               0            6,217,741            1,886,627
                                     --------------    -----------------    -----------------
                                             81,747            7,065,459            3,067,641
EXPENSES:
 Mortality and expense risk  ......          13,774              541,245              421,973
                                     --------------    -----------------    -----------------
  Net investment income
   (loss)  ........................          67,973            6,524,214            2,645,668
                                     --------------    -----------------    -----------------
 Net realized and unrealized
  gain (loss) on investments:
  Net realized gain (loss)
   from securities
   transactions  ..................          27,823              885,817              353,541
  Change in unrealized
   appreciation
   (depreciation)   ...............         (56,871)           5,488,447            3,281,994
                                     --------------    -----------------    -----------------
   Net gain (loss) on
    investments  ..................         (29,048)           6,374,264            3,635,535
                                     --------------    -----------------    -----------------
   Net increase (decrease)
    in equity accounts
    resulting from
    operations   ..................  $       38,925    $      12,898,478    $       6,281,203
                                     ==============    =================    =================
</TABLE>

(a) The inception date of this sub-account was May 1, 1996.


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

                                       88
<PAGE>

 
 
 
 

<TABLE>
<CAPTION>
                                                                             TACTICAL ASSET
 EMERGING GROWTH    AGGRESSIVE GROWTH      BALANCED          UTILITY           ALLOCATION       C.A.S.E. GROWTH    VALUE EQUITY
   SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT      SUB-ACCOUNT
<S>                 <C>                 <C>               <C>               <C>                 <C>               <C>
 
 
 
   5,847,526.379         3,834,189.958       560,844.519       467,360.223       1,416,731.210    330,995.828         787,552.975   
=================        =============       ===========       ===========       =============    ============     ==============  
                                                                                                                  
                                                                                                                  
$     85,429,168     $      50,800,484   $     5,826,446   $     5,161,533   $      16,400,180   $     4,219,207   $    8,339,630
=================    =================   ===============   ===============   =================   ===============   ==============
                                                                                                                  
                                                                                                                 
 
$    107,952,036     $      54,361,199   $     6,390,648   $     5,497,485   $      17,865,991   $     4,440,951   $    8,872,975
 
         (26,863)               47,041            27,266             3,225              79,843            25,364           14,247
- -----------------    -----------------   ---------------   ---------------   -----------------   ---------------   --------------
                                                                                                                  
                                                                                                                  
     107,925,173            54,408,240         6,417,914         5,500,710          17,945,834         4,466,315        8,887,222
- -----------------    -----------------   ---------------   ---------------   -----------------   ---------------   --------------
                                                                                                                  
                                                                                                                  
               0                     0                 0                 0                   0                 0                0
- -----------------    -----------------   ---------------   ---------------   -----------------   ---------------   --------------
                                                                                                                   
                                                                                                                  
$    107,925,173     $      54,408,240   $     6,417,914   $     5,500,710   $      17,945,834   $     4,466,315   $    8,887,222
=================    =================   ===============   ===============   =================   ===============   ==============
                                                                                                                  
                                                                                                                  
 
 
5,531,857.748031      3,702,244.184822    525,703.773282    422,239.257570    1,329,562.261984    410,689.701539   769,884.882222 
=================    =================   ===============   ===============   =================   ===============  ==============
                                                                                                                  
                                                                                                                  
$      19.509752     $       14.696016   $     12.208232   $     13.027472   $       13.497551   $     10.809358  $     11.251288  
=================    =================   ===============   ===============   =================   ===============  ===============
                                                                                                                    
                                                                                                                  
$    107,925,173     $      54,408,240   $     6,417,914   $     5,500,710   $      17,945,834   $     4,439,292  $     8,662,196
- -----------------    -----------------   ---------------   ---------------   -----------------   ---------------  ---------------
                                                                                                                  
                                                                                                                  
 
        N/A                 N/A                N/A               N/A                N/A             2,500.000000    20,000.000000
=================    =================   ===============   ===============   =================   ===============   ==============
                                                                                                                   
                                                                                                                  
$            N/A     $             N/A   $           N/A   $           N/A   $             N/A   $     10.809358  $     11.251288
=================    =================   ===============   ===============   =================   ===============  ===============
                                                                                                                      
                                                                                                                  
$            N/A     $             N/A   $           N/A   $           N/A   $             N/A   $        27,023  $       225,026
- -----------------    -----------------   ---------------   ---------------   -----------------   ---------------  ---------------
                                                                                                                  
                                                                                                                  
$    107,925,173     $      54,408,240   $     6,417,914   $     5,500,710   $      17,945,834   $     4,466,315  $     8,887,222
=================    =================   ===============   ===============   =================   ===============  ===============
                                                                                                                  
                                                                                                                  
</TABLE>

 
 
 

<TABLE>
<CAPTION>
    EMERGING                                                                 TACTICAL ASSET
     GROWTH         AGGRESSIVE GROWTH      BALANCED           UTILITY          ALLOCATION       C.A.S.E. GROWTH    VALUE EQUITY
   SUB-ACCOUNT         SUB-ACCOUNT        SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT       SUB-ACCOUNT(A)   SUB-ACCOUNT(A)
<S>                 <C>                 <C>               <C>               <C>                 <C>               <C>
 $           3,998   $         614,817   $       143,613   $       139,429   $         385,057    $       14,793   $       29,100
         4,733,022             918,863            54,644           141,611             322,411            66,911           12,295
- ------------------   -----------------   ---------------   ---------------   -----------------   ---------------   --------------
         4,737,020           1,533,680           198,257           281,040             707,468            81,704           41,395
 
           802,068             394,888            44,467            35,416             123,426            11,458           22,671
- ------------------   -----------------   ---------------   ---------------   -----------------   ---------------   --------------
 
         3,934,952           1,138,792           153,790           245,624             584,042            70,246           18,724
- ------------------   -----------------   ---------------   ---------------   -----------------   ---------------   --------------
 
 
 
         1,314,430           2,253,657            89,518           119,018             328,835             6,058           70,390
 
         7,969,623             543,490           251,603            90,989             850,092           221,745          533,344
- ------------------   -----------------   ---------------   ---------------   -----------------   ---------------   --------------
 
         9,284,053           2,797,147           341,121           210,007           1,178,927           227,803          603,734
- ------------------   -----------------   ---------------   ---------------   -----------------   ---------------   --------------
 
 
 $      13,219,005   $       3,935,939   $       494,911   $       455,631   $       1,762,969    $      298,049   $      622,458
==================   =================   ===============   ===============   =================   ===============   ==============
</TABLE>

 

                                       89
<PAGE>

WRL SERIES LIFE ACCOUNT
STATEMENTS OF CHANGES IN EQUITY ACCOUNTS
For the year or period ended



<TABLE>
<CAPTION>
                                                MONEY MARKET                    BOND                        GROWTH
                                                 SUB-ACCOUNT                 SUB-ACCOUNT                 SUB-ACCOUNT
                                                 December 31                 December 31                 December 31
                                         --------------------------- --------------------------- ----------------------------
                                            1996          1995          1996          1995           1996           1995
                                         ------------- ------------- ------------- ------------- -------------- -------------
<S>                                      <C>           <C>           <C>           <C>           <C>            <C>
OPERATIONS:
  Net investment income (loss) .........  $   491,185   $   397,410  $  553,012     $   459,977   $ 19,310,499   $ 23,250,380
  Net gain (loss) on investments  ......            0             0    (613,958)      1,080,157     26,918,660     54,801,782
                                          -----------   -----------  -----------    -----------   ------------   ------------
  Net increase (decrease) in equity
   accounts resulting from operations         491,185       397,410     (60,946)      1,540,134     46,229,159     78,052,162
                                          -----------   -----------  -----------    -----------   ------------   ------------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)       5,217,298     3,139,280   3,451,573       3,749,029     91,555,979     61,850,933
                                          -----------   -----------  -----------    -----------   ------------   ------------
  Less cost of units redeemed:
   Administrative charges   ............    2,639,279     1,356,484   1,314,254         916,494     29,331,415     23,714,204
   Policy loans ........................      285,757       219,767     191,268         197,829      8,442,970      5,518,596
   Surrender benefits ..................      776,305       899,893     338,599         357,384     12,385,662      8,982,170
   Death benefits  .....................       25,737         7,670      28,090          10,202        600,920        711,078
                                          -----------   -----------  -----------    -----------   ------------   ------------
                                            3,727,078     2,483,814   1,872,211       1,481,909     50,760,967     38,926,048
                                          -----------   -----------  -----------    -----------   ------------   ------------
   Increase (decrease) in equity
    accounts from capital unit
    transactions   .....................    1,490,220       655,466   1,579,362       2,267,120     40,795,012     22,924,885
                                          -----------   -----------  -----------    -----------   ------------   ------------
   Net increase (decrease) in
    equity accounts   ..................    1,981,405     1,052,876   1,518,416       3,807,254     87,024,171    100,977,047
  Depositors' equity contribution
   (redemption) ........................            0             0           0               0              0              0
EQUITY ACCOUNTS:
  Beginning of period ..................   10,758,624     9,705,748  10,066,132       6,258,878    262,467,105    161,490,058
                                          -----------   -----------  -----------    -----------   ------------   ------------
  End of period ........................  $12,740,029   $10,758,624  $11,584,548    $10,066,132   $349,491,276   $262,467,105
                                          ===========   ===========  ===========    ===========   ============   ============
</TABLE>

 

<TABLE>
<CAPTION>
                                               EMERGING GROWTH             AGGRESSIVE GROWTH               BALANCED
                                                 SUB-ACCOUNT                  SUB-ACCOUNT                 SUB-ACCOUNT
                                                 December 31                  December 31                 December 31
                                         ---------------------------- ---------------------------- -------------------------
                                             1996          1995          1996          1995           1996          1995
                                         -------------- ------------- ------------- -------------- ------------- -----------
<S>                                      <C>            <C>           <C>           <C>            <C>           <C>
OPERATIONS:
  Net investment income (loss) .........  $  3,934,952   $ 2,356,904   $ 1,138,792   $   663,994    $  153,790    $  102,635
  Net gain (loss) on investments  ......     9,284,053    16,180,870     2,797,147     4,424,350       341,121       401,549
                                          ------------   -----------   -----------   -----------    ----------    ----------
  Net increase (decrease) in equity
   accounts resulting from operations       13,219,005    18,537,774     3,935,939     5,088,344       494,911       504,184
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed)       40,944,477    21,556,186    26,224,213    23,169,917     3,089,782     1,545,514
                                          ------------   -----------   -----------   -----------    ----------    ----------
  Less cost of units redeemed:
   Administrative charges   ............     9,201,102     5,846,452     6,412,799     2,568,298       575,594       327,290
   Policy loans ........................     2,095,860     1,387,434       863,340       627,821        77,586        29,025
   Surrender benefits ..................     2,754,328     1,602,690     1,349,932       712,307        84,857        27,726
   Death benefits  .....................        91,972        38,971        29,810        80,922         3,961        14,811
                                          ------------   -----------   -----------   -----------    ----------    ----------
                                            14,143,262     8,875,547     8,655,881     3,989,348       741,998       398,852
                                          ------------   -----------   -----------   -----------    ----------    ----------
   Increase (decrease) in equity
    accounts from capital unit
    transactions   .....................    26,801,215    12,680,639    17,568,332    19,180,569     2,347,784     1,146,662
                                          ------------   -----------   -----------   -----------    ----------    ----------
   Net increase (decrease) in
    equity accounts   ..................    40,020,220    31,218,413    21,504,271    24,268,913     2,842,695     1,650,846
  Depositors' equity contribution
   (redemption) ........................             0             0             0      (274,290)     (220,175)            0
EQUITY ACCOUNTS:
  Beginning of period ..................    67,904,953    36,686,540    32,903,969     8,909,346     3,795,394     2,144,548
                                          ------------   -----------   -----------   -----------    ----------    ----------
  End of period ........................  $107,925,173   $67,904,953   $54,408,240   $32,903,969    $6,417,914    $3,795,394
                                          ============   ===========   ===========   ===========    ==========    ==========
</TABLE>

(a) The inception date of this sub-account was January 3, 1995.
(b) The inception date of this sub-account was May 1, 1996.


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

                                       90
<PAGE>

 
 
 
 

<TABLE>
<CAPTION>
  SHORT-TO-INTERMEDIATE
        GOVERNMENT                    GLOBAL                  EQUITY-INCOME
       SUB-ACCOUNT                 SUB-ACCOUNT                 SUB-ACCOUNT
       December 31                 December 31                 December 31
- -------------------------- ---------------------------- --------------------------
   1996          1995         1996           1995          1996          1995
- ------------- ------------ -------------- ------------- ------------- ------------
<S>           <C>          <C>            <C>           <C>           <C>
 $   67,973    $   62,086   $ 6,524,214    $ 1,187,745   $ 2,645,668   $ 1,756,089
    (29,048)       68,387     6,374,264      4,626,003     3,635,535     4,992,475
- -----------    ----------   -----------    -----------   -----------   -----------
 
     38,925       130,473    12,898,478      5,813,748     6,281,203     6,748,564
- -----------    ----------   -----------    -----------   -----------   -----------
 
    442,872       679,242    43,696,555     15,012,786    16,832,424    14,236,727
- -----------    ----------   -----------    -----------   -----------   -----------
 
    178,533       141,954     6,463,101      4,017,781     4,528,541     3,380,854
     33,708        52,521     1,465,510        666,264       920,628       657,750
     77,704        41,967     2,225,874        721,584     1,300,527       918,863
          0           144        62,009         44,234       112,479        28,153
- -----------    ----------   -----------    -----------   -----------   -----------
    289,945       236,586    10,216,494      5,449,863     6,862,175     4,985,620
- -----------    ----------   -----------    -----------   -----------   -----------
 
 
    152,927       442,656    33,480,061      9,562,923     9,970,249     9,251,107
- -----------    ----------   -----------    -----------   -----------   -----------
 
    191,852       573,129    46,378,539     15,376,671    16,251,452    15,999,671
 
          0             0      (268,153)             0             0             0
 
  1,517,985       944,856    37,048,697     21,672,026    39,648,275    23,648,604
- -----------    ----------   -----------    -----------   -----------   -----------
 $1,709,837    $1,517,985   $83,159,083    $37,048,697   $55,899,727   $39,648,275
===========    ==========   ===========    ===========   ===========   ===========
</TABLE>

 

<TABLE>
<CAPTION>
          UTILITY            TACTICAL ASSET ALLOCATION  C.A.S.E. GROWTH   VALUE EQUITY
        SUB-ACCOUNT                 SUB-ACCOUNT           SUB-ACCOUNT      SUB-ACCOUNT
        December 31                 December 31           December 31      December 31
- --------------------------- --------------------------- ----------------- -------------
   1996           1995         1996        1995(a)          1996(b)         1996(b)
- -------------- ------------ ------------- ------------- ----------------- -------------
<S>            <C>          <C>           <C>           <C>               <C>
 $  245,624     $   88,634   $   584,042   $  314,171      $   70,246       $   18,724
    210,007        336,528     1,178,927      733,874         227,803          603,734
- -----------     ----------   -----------   ----------      ----------      -----------
 
    455,631        425,162     1,762,969    1,048,045         298,049          622,458
- -----------     ----------   -----------   ----------      ----------      -----------
 
  3,245,136      1,368,262     9,061,824    9,081,189       4,302,715        8,292,350
- -----------     ----------   -----------   ----------      ----------      -----------
 
    439,973        221,419     1,134,737      434,848         140,145          152,948
     72,641         26,862       306,304      145,685           7,028           36,190
     82,531        126,576       865,689       70,630          12,276           38,448
      3,350          2,896        18,086       22,440               0                0
- -----------     ----------   -----------   ----------      ----------      -----------
    598,495        377,753     2,324,816      673,603         159,449          227,586
- -----------     ----------   -----------   ----------      ----------      -----------
 
 
  2,646,641        990,509     6,737,008    8,407,586       4,143,266        8,064,764
- -----------     ----------   -----------   ----------      ----------      -----------
 
  3,102,272      1,415,671     8,499,977    9,455,631       4,441,315        8,687,222
 
   (232,644)             0             0       (9,774)         25,000          200,000
 
  2,631,082      1,215,411     9,445,857            0               0                0
- -----------     ----------   -----------   ----------      ----------      -----------
 $5,500,710     $2,631,082   $17,945,834   $9,445,857      $4,466,315       $8,887,222
===========     ==========   ===========   ==========      ==========      ===========
</TABLE>


                                       91
<PAGE>

WRL SERIES LIFE ACCOUNT
SELECTED PER UNIT DATA AND RATIOS*
For the period ended



<TABLE>
<CAPTION>
                                                                  MONEY MARKET
                                                                  SUB-ACCOUNT
                                                                  December 31
                                        ----------------------------------------------------------------
                                          1996         1995        1994         1993         1992
                                        ------------ ------------ ------------ ------------ ------------
<S>                                     <C>          <C>          <C>          <C>          <C>
Accumulation unit value, beginning
 of period  ...........................  $   14.83    $   14.19   $   13.84    $   13.63    $   13.33
 Income from operations:
  Net investment income (loss)   ......       0.62         0.64        0.35         0.21         0.30
  Net realized and unrealized gain
   (loss) on investments   ............       0.00         0.00        0.00         0.00         0.00
                                         ---------    ---------   ---------    ---------    ---------
    Total income (loss) from
     operations   .....................       0.62         0.64        0.35         0.21         0.30
                                         ---------    ---------   ---------    ---------    ---------
Accumulation unit value,
 end of period ........................  $   15.45    $   14.83   $   14.19    $   13.84    $   13.63
                                         =========    =========   =========    =========    =========
Total return (a)  .....................       4.17%        4.49%       2.58%        1.52%        2.24%
Ratios and supplemental data:
 Net assets at end of period
  (in thousands)  .....................  $  12,740    $  10,759   $   9,706    $   4,985    $   4,619
 Ratio of net investment income (loss)
  to average net assets (b)   .........       4.07%        4.37%       2.66%        1.51%        2.12%



<CAPTION>
                                                                      BOND
                                                                  SUB-ACCOUNT
                                                                  December 31
                                        ----------------------------------------------------------------
                                          1996          1995         1994         1993        1992
                                        ------------- ------------ ------------- ----------- -----------
<S>                                     <C>           <C>          <C>           <C>         <C>
Accumulation unit value, beginning
 of period  ...........................  $   19.67     $   16.14    $   17.50    $  15.57    $  14.68
 Income from operations:
  Net investment income (loss)   ......       0.99          1.05         0.89        2.11        1.00
  Net realized and unrealized gain
   (loss) on investments   ............     ( 1.13)         2.48       ( 2.25)     ( 0.18)     ( 0.11)
                                         ---------     ---------    ---------    --------    --------
    Total income (loss) from
     operations   .....................     ( 0.14)         3.53       ( 1.36)       1.93        0.89
                                         ---------     ---------    ---------    --------    --------
Accumulation unit value,
 end of period ........................  $   19.53     $   19.67    $   16.14    $  17.50    $  15.57
                                         =========     =========    =========    ========    ========
Total return (a)  .....................     ( 0.75%)       21.89%      ( 7.77%)     12.40%       6.08%
Ratios and supplemental data:
 Net assets at end of period
  (in thousands)  .....................  $  11,585     $  10,066    $   6,259    $  6,985    $  4,558
 Ratio of net investment income (loss)
  to average net assets (b)   .........       5.34%         5.80%        5.57%      12.92%       6.69%
</TABLE>

 
 
 

<TABLE>
<CAPTION>
                                                        GLOBAL
                                                      SUB-ACCOUNT
                                                      December 31
                                        ---------------------------------------
                                          1996         1995        1994(e)
                                        ------------ ------------ -------------
<S>                                     <C>          <C>          <C>
Accumulation unit value, beginning
 of period  ...........................  $   11.95    $    9.80    $   10.00
 Income from operations:
  Net investment income (loss)   ......       1.50         0.45         0.71
  Net realized and unrealized gain
   (loss) on investments   ............       1.68         1.70       ( 0.91)
                                         ---------    ---------    ---------
    Total income (loss) from
     operations   .....................       3.18         2.15       ( 0.20)
                                         ---------    ---------    ---------
Accumulation unit value,
 end of period ........................  $   15.13    $   11.95    $    9.80
                                         =========    =========    =========
Total return (a)  .....................      26.60%       21.96%      ( 2.02%)
Ratios and supplemental data:
 Net assets at end of period
  (in thousands)  .....................  $  83,159    $  37,049    $  21,672
 Ratio of net investment income (loss)
  to average net assets (b)   .........      11.09%        4.25%        8.86%



<CAPTION>
                                                           EQUITY-INCOME
                                                            SUB-ACCOUNT
                                                            December 31
                                        ----------------------------------------------------
                                          1996         1995         1994         1993(d)
                                        ------------ ------------ ------------- ------------
<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)   ......       0.82         0.68         0.18          0.19
  Net realized and unrealized gain
   (loss) on investments   ............       1.10         1.94       ( 0.34)         1.09
                                         ---------    ---------    ---------     ---------
    Total income (loss) from
     operations   .....................       1.92         2.62       ( 0.16)         1.28
                                         ---------    ---------    ---------     ---------
Accumulation unit value,
 end of period ........................  $   15.66    $   13.74    $   11.12     $   11.28
                                         =========    =========    =========     =========
Total return (a)  .....................      13.97%       23.55%      ( 1.42%)       12.81%
Ratios and supplemental data:
 Net assets at end of period
  (in thousands)  .....................  $  55,900    $  39,648    $  23,649     $  13,343
 Ratio of net investment income (loss)
  to average net assets (b)   .........       5.76%        5.47%        1.93%         2.27%
</TABLE>

 *  The above table illustrates the change for a unit outstanding computed
  using average units outstanding throughout each period. See Notes to
  Selected Per Unit Data and Ratios on page 94.









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

                                       92
<PAGE>

 
 
 
 

<TABLE>
<CAPTION>
                              GROWTH
                           SUB-ACCOUNT
                           December 31
- ------------------------------------------------------------------
  1996           1995         1994          1993         1992
- ------------- ------------ ------------- ------------ ------------
<S>           <C>          <C>           <C>          <C>
 $    41.47    $  28.44      $  31.30     $  30.37     $  29.95
 
       2.88        3.89          0.04         0.46         1.09
 
       4.13        9.14        ( 2.90)        0.47       ( 0.67)
- -----------    --------      --------     --------     --------
       7.01       13.03        ( 2.86)        0.93         0.42
- -----------    --------      --------     --------     --------
 $    48.48    $  41.47      $  28.44     $  31.30     $  30.37
===========    ========      ========     ========     ========
      16.91%      45.81%       ( 9.13%)       3.06%        1.41%
 
 
 $  349,491    $262,467      $161,490     $169,757     $146,053
 
       6.41%      11.05%         0.16%        1.56%        3.84%



<CAPTION>
   GROWTH                     SHORT-TO-INTERMEDIATE GOVERNMENT
 SUB-ACCOUNT                            SUB-ACCOUNT
 December 31                            December 31
- ------------------------------------------------------------------------------
    1996       1996        1995          1994         1993        1992(c)
- ------------- ----------- ------------ ------------- ------------ ------------
<S>           <C>         <C>          <C>           <C>          <C>
 $    41.47   $  11.55    $   10.27     $   10.40    $   10.04    $   10.00
 
       2.88       0.51         0.61          0.40         0.14         0.01
 
       4.13     ( 0.21)        0.67        ( 0.53)        0.22         0.03
- -----------   --------    ---------     ---------    ---------    ---------
       7.01       0.30         1.28        ( 0.13)        0.36         0.04
- -----------   --------    ---------     ---------    ---------    ---------
 $    48.48   $  11.85    $   11.55     $   10.27    $   10.40    $   10.04
===========   ========    =========     =========    =========    =========
      16.91%      2.56%       12.53%       ( 1.32%)       3.64%        0.38%
 
 
 $  349,491   $  1,710    $   1,517     $     945    $   1,408    $     803
 
       6.41%      4.53%        5.53%         4.06%        1.39%        1.92%
</TABLE>

 
 
 

<TABLE>
<CAPTION>
                   EMERGING GROWTH                               AGGRESSIVE GROWTH
                     SUB-ACCOUNT                                    SUB-ACCOUNT
                     December 31                                    December 31
- ----------------------------------------------------- ---------------------------------------
   1996        1995         1994         1993(d)        1996         1995        1994(e)
- ------------ ------------ ------------- ------------- ------------ ------------ -------------
<S>          <C>          <C>           <C>           <C>          <C>          <C>
 $  16.56     $   11.38    $   12.40     $   10.00     $   13.43    $    9.82    $   10.00
 
     0.82          0.65       ( 0.09)       ( 0.09)         0.36         0.37       ( 0.06)
 
     2.13          4.53       ( 0.93)         2.49          0.91         3.24       ( 0.12)
- ---------     ---------    ---------     ---------     ---------    ---------    ---------
     2.95          5.18       ( 1.02)         2.40          1.27         3.61       ( 0.18)
- ---------     ---------    ---------     ---------     ---------    ---------    ---------
 $  19.51     $   16.56    $   11.38     $   12.40     $   14.70    $   13.43    $    9.82
=========     =========    =========     =========     =========    =========    =========
    17.82%        45.49%      ( 8.18%)       23.96%         9.46%       36.79%      ( 1.85%)
 
 
 $107,925     $  67,905    $  36,687     $  18,620     $  54,408    $  32,904    $   8,909
 
     4.51%         4.66%      ( 0.86%)      ( 0.92%)        2.65%        2.93%      ( 0.72%)



<CAPTION>
EMERGING GROW H             BALANCED
SUB-ACCOUNT                SUB-ACCOUNT
December 31                December 31
- -----------------------------------------------------
   1996       1996         1995         1994(e)
- ------------ ------------ ------------ -------------
<S>          <C>          <C>          <C>
 $  16.56    $   11.13    $    9.37     $   10.00
 
     0.82         0.36         0.37          0.22
 
     2.13         0.72         1.39        ( 0.85)
- ---------    ---------    ---------     ---------
     2.95         1.08         1.76        ( 0.63)
- ---------    ---------    ---------     ---------
 $  19.51    $   12.21    $   11.13     $    9.37
=========    =========    =========     =========
    17.82%        9.73%       18.73%       ( 6.29%)
 
 
 $107,925    $   6,418    $   3,795     $   2,145
 
     4.51%        3.18%        3.59%         3.06%
</TABLE>

 

                                       93
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                       SELECTED PER UNIT DATA AND RATIOS*
                              For the period ended



<TABLE>
<CAPTION>
                                                       UTILITY
                                                     SUB-ACCOUNT
                                                     December 31
                                       ---------------------------------------
                                        1996         1995         1994(e)
                                       ------------ ------------ -------------
<S>                                    <C>          <C>          <C>
Accumulation unit value, beginning
 of period ........................... $   11.77    $    9.49     $   10.00
 Income from operations:
  Net investment income (loss)  ......      0.76         0.49          0.29
  Net realized and unrealized gain
   (loss) on investments  ............      0.50         1.79        ( 0.80)
                                       ---------    ---------     ---------
    Total income (loss) from
     operations  .....................      1.26         2.28        ( 0.51)
                                       ---------    ---------     ---------
Accumulation unit value,
 end of period   ..................... $   13.03    $   11.77     $    9.49
                                       =========    =========     =========
Total return (a) .....................     10.64%       24.14%       ( 5.15%)
Ratios and supplemental data:
 Net assets at end of period
  (in thousands) ..................... $   5,501    $   2,631     $   1,215
 Ratio of net investment income (loss)
  to average net assets (b)  .........      6.38%        4.57%         3.71%



<CAPTION>
                                            TACTICAL ASSET        C.A.S.E.
                                              ALLOCATION           GROWTH         VALUE EQUITY
                                              SUB-ACCOUNT        SUB-ACCOUNT       SUB-ACCOUNT
                                              December 31        December 31       December 31
                                       ------------------------- ---------------- -------------
                                         1996       1995(f)        1996(g)          1996(g)
                                       ------------ ------------ ---------------- -------------
<S>                                    <C>          <C>          <C>              <C>
Accumulation unit value, beginning
 of period ...........................  $   11.90   $   10.00    $       10.00     $    10.00
 Income from operations:
  Net investment income (loss)  ......       0.53        0.61             0.37           0.05
  Net realized and unrealized gain
   (loss) on investments  ............       1.07        1.29             0.44           1.20
                                        ---------   ---------    -------------     ----------
    Total income (loss) from
     operations  .....................       1.60        1.90             0.81           1.25
                                        ---------   ---------    -------------     ----------
Accumulation unit value,
 end of period   .....................  $   13.50   $   11.90    $       10.81     $    11.25
                                        =========   =========    =============     ==========
Total return (a) .....................      13.40%      19.03%            8.09%         12.51%
Ratios and supplemental data:
 Net assets at end of period
  (in thousands) .....................  $  17,946   $   9,446    $       4,466     $    8,887
 Ratio of net investment income (loss)
  to average net assets (b)  .........       4.35%       5.47%            6.11%          0.77%
</TABLE>

 *  The above table illustrates the change for a unit outstanding computed
  using average units outstanding throughout each period. See Notes to
  Selected Per Unit Data and Ratios below.




NOTES TO SELECTED PER UNIT DATA AND RATIOS


(a) For periods less than one year the total return is not annualized.

(b) For periods less than one year the ratio of net investment income to
average net assets is annualized.

(c) The inception date of this sub-account was December 3, 1992.

(d) The inception date of this sub-account was March 1, 1993.

(e) The inception date of this sub-account was March 1, 1994.

(f) The inception date of this sub-account was January 3, 1995.

(g) The inception date of this sub-account was May 1, 1996.

























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

                                       94
<PAGE>

                            WRL SERIES LIFE ACCOUNT

                       NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 1996

NOTE 1--ORGANIZATION AND SUMMARY
              OF SIGNIFICANT ACCOUNTING
              POLICIES


      WRL Series Life Account (the "Life Account") was established as a
variable life insurance separate account of 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:


<TABLE>
<CAPTION>
Portfolio                     Investment Manager
- ---------------------------   ----------------------------
<S>                           <C>
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 Capital
                              Management Corporation
Emerging Growth               Van Kampen American Capital
                              Asset Management, Inc.
Aggressive Growth             Fred Alger Management, Inc.
Balanced                      AEGON Management
Utility                       Federated Investment
                              Counseling
Tactical Asset Allocation     Dean Investment Associates
C.A.S.E. Growth               C.A.S.E. Management, Inc.
Value Equity                  NWQ Investment Management
                              Company, Inc.
</TABLE>

WRL and AEGON Management are indirect 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. The
amount of the contribution and units received from the corresponding
sub-accounts are as follows:


<TABLE>
<CAPTION>
Sub-Account              Contribution         Units
- ----------------------   --------------   --------------
<S>                      <C>              <C>
     C.A.S.E. Growth       $  25,000        2,500.000000
     Value Equity          $ 200,000       20,000.000000
</TABLE>

      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 financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect 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 December 31, 1996.
      Investment transactions are accounted for on the trade date, using the
      Fund NAV next determined after receipt of sale or redemption orders
      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

                                       95
<PAGE>

                            WRL SERIES LIFE ACCOUNT
                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996

NOTE 2--CHARGES AND DEDUCTIONS--(CONTINUED)
      allocation of policyowner payments to the sub-accounts. 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 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 typically
declared and reinvested semi-annually, while capital gain distributions are
typically 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 December 31, 1996 the equity accounts include net unrealized
appreciation (depreciation) on investments as follows:


<TABLE>
<CAPTION>
Sub-Account
- ----------------------------------
<S>                                  <C>
Money Market                         $      N/A
Bond                                   (278,478)
Growth                               81,029,373
Short-to-Intermediate Government        (18,342)
Global                                9,089,637
Equity-Income                         7,732,984
Emerging Growth                      22,522,868
Aggressive Growth                     3,560,715
Balanced                                564,202
Utility                                 335,952
Tactical Asset Allocation             1,465,811
C.A.S.E Growth                          221,744
Value Equity                            533,345
</TABLE>


                                       96
<PAGE>

                        REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Western Reserve Life Assurance Co. of Ohio


     We have audited the accompanying statutory-basis balance sheets of Western
Reserve Life Assurance Co. of Ohio as of December 31, 1996 and 1995, and the
related statutory-basis statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended
December 31, 1996. Our audits also included the statutory-basis financial
statement schedules required by Regulation S-X, Article 7. These financial
statements and schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. We did not audit the "Separate Account Assets" and "Separate
Account Liabilities" in the balance sheet of the Company. The Separate Account
financial statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the data included
for the Separate Account, is based solely upon the reports of the other
auditors.


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


     As described in Note 1 to the financial statements, the Company presents
its financial statements in conformity with accounting practices prescribed or
permitted by the Insurance Department of the State of Ohio, which practices
differ from generally accepted accounting principles. The variances between
such practices and generally accepted accounting principles are also described
in Note 1. The effects on the financial statements of these variances are not
reasonably determinable but are presumed to be material.


     In our opinion, because of the effects of the matters described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of Western Reserve Life Assurance Co. of Ohio at December
31, 1996 and 1995, or the results of its operations or its cash flows for each
of the three years in the period ended December 31, 1996.


     Also, in our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Western Reserve Life Assurance Co.
of Ohio at December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1996 in conformity with accounting practices prescribed or permitted by the
Insurance Department of the State of Ohio. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
statutory-basis financial statements taken as a whole, present fairly in all
material respects the information set forth therein.



                                           ERNST & YOUNG, LLP


February 21, 1997

                                       97
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       BALANCE SHEETS - STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                                December 31
                                                                            1996           1995
                                                                         ------------   -----------
<S>                                                                      <C>            <C>
ADMITTED ASSETS
Cash and invested assets:
 Cash and short-term investments  ....................................    $    2,480    $    4,999
 Bonds ...............................................................       359,579       452,474
 Common stocks at market (cost: $302 in 1996 and $473 in 1995)  ......           597           834
 Mortgage loans on real estate .......................................         6,049         6,181
 Home office properties, at cost less accumulated depreciation
   ($0 in 1996 and $1,505 in 1995)   .................................         7,962         5,121
 Policy loans   ......................................................        52,604        37,125
                                                                          ----------    ----------
Total cash and invested assets .......................................       429,271       506,734
Premiums deferred and uncollected ....................................         1,943         1,787
Accrued investment income   ..........................................         5,940         7,565
Receivable from affiliates  ..........................................         1,165         4,337
Transfers from separate accounts  ....................................       204,181            --
Other assets .........................................................         3,962         4,264
Separate account assets  .............................................     3,527,145     2,419,205
                                                                          ----------    ----------
Total admitted assets ................................................    $4,173,607    $2,943,892
                                                                          ==========    ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       98
<PAGE>

 
 
 
 

<TABLE>
<CAPTION>
                                                           December 31
                                                       1996           1995
                                                    ------------   -----------
<S>                                                 <C>            <C>
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
 Aggregate reserves for policies and contracts:
  Life ..........................................    $  155,166    $   72,032
  Annuity .......................................       332,230       319,353
 Policy and contract claim reserves  ............         8,584         6,612
 Other policyholders' funds .....................         3,104         2,633
 Remittances and items not allocated ............         9,107         5,136
 Federal income taxes payable  ..................         1,266         1,417
 Asset valuation reserve ........................         5,710         5,590
 Interest maintenance reserve  ..................         7,451         6,392
 Payable to affiliate ...........................        20,463            --
 Other liabilities ..............................        13,082        10,984
 Separate account liabilities  ..................     3,521,888     2,415,804
                                                     ----------    ----------
Total liabilities  ..............................     4,078,051     2,845,953
Commitments and contingencies
Capital and surplus:
 Common stock, $1.00 par value, 1,500 shares
   authorized, issued and outstanding   .........         1,500         1,500
 Paid-in surplus   ..............................        68,015        68,015
 Unassigned surplus   ...........................        26,041        28,424
                                                     ----------    ----------
Total capital and surplus   .....................        95,556        97,939
                                                     ----------    ----------
Total liabilities and capital and surplus  ......    $4,173,607    $2,943,892
                                                     ==========    ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       99
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                  STATEMENTS OF OPERATIONS - STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                     1996            1995            1994
                                                                   -------------   ------------   --------------
<S>                                                                <C>             <C>            <C>
Revenues:
 Premiums and other considerations, net of reinsurance:
  Life .........................................................    $  293,590      $ 191,508       $150,991
  Annuity ......................................................       740,125        378,390        449,141
 Net investment income   .......................................        36,067         40,891         40,139
 Amortization of interest maintenance reserve ..................         1,335            882            726
 Commissions and expense allowances on reinsurance ceded  ......            11             11             12
 Other income   ................................................        13,398          8,237          6,354
                                                                    ----------      ---------       --------
                                                                     1,084,526        619,919        647,363
Benefits and expenses:
 Benefits paid or provided for:
  Life .........................................................        21,256         17,844         15,921
  Surrender benefits  ..........................................       286,406        206,250        196,169
  Other benefits   .............................................        23,270         19,530         18,403
  Increase (decrease) in aggregate reserves for policies
    and contracts:
   Life   ......................................................        80,139        (15,132)       (11,618)
   Annuity   ...................................................        12,877          5,229        (78,590)
   Other  ......................................................           422            109            286
                                                                    ----------      ---------       --------
                                                                       424,370        233,830        140,571
  Insurance expenses:
   Commissions  ................................................       140,261         82,903         78,168
   General insurance expenses  .................................        47,406         37,246         33,100
   Taxes, licenses and fees ....................................        10,848          8,919          5,931
   Transfer to separate accounts  ..............................       452,471        242,427        386,174
   Other expenses  .............................................            60             34             18
                                                                    ----------      ---------       --------
                                                                       651,046        371,529        503,391
                                                                    ----------      ---------       --------
                                                                     1,075,416        605,359        643,962
                                                                    ----------      ---------       --------
Gain from operations before federal income taxes and
 realized capital losses on investments ........................         9,110         14,560          3,401
Federal income tax expense  ....................................         9,297          8,917          3,406
                                                                    ----------      ---------       --------
Gain (loss) from operations before realized capital losses
 on investments ................................................          (187)         5,643               (5)
Net realized capital losses on investments (net of related
 federal income taxes and amounts transferred to interest
 maintenance reserve) ..........................................          (811)        (1,678)        (1,133)
                                                                    ----------      ---------       ----------
Net income (loss)  .............................................    $     (998)     $   3,965       $ (1,138)
                                                                    ==========      =========       ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      100
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

        STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS - STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)




<TABLE>
<CAPTION>
                                                                                             Total
                                                    Common     Paid-In     Unassigned     Capital and
                                                     Stock     Surplus      Surplus         Surplus
                                                    --------   ---------   ------------   ------------
<S>                                                 <C>        <C>         <C>            <C>
Balance at January 1, 1994  .....................    $1,500     $23,015     $24,894        $49,409
 Capital contribution ...........................        --      45,000          --         45,000
 Net loss for 1994 ..............................        --          --      (1,138)        (1,138)
 Net unrealized capital losses ..................        --          --            (9)            (9)
 Decrease in non-admitted assets  ...............        --          --         368            368
 Decrease in asset valuation reserves   .........        --          --       4,321          4,321
 Decrease in surplus in separate accounts  ......        --          --        (748)          (748)
 Other adjustments ..............................        --          --      (2,183)        (2,183)
                                                     ------     -------     ---------      ---------
Balance at December 31, 1994   ..................     1,500      68,015      25,505         95,020
 Net income for 1995  ...........................        --          --       3,965          3,965
 Net unrealized capital losses ..................        --          --        (500)          (500)
 Decrease in non-admitted assets  ...............        --          --         903            903
 Decrease in asset valuation reserve ............        --          --       2,901          2,901
 Increase in surplus in separate accounts  ......        --          --         541            541
 Change in reserve valuation   ..................        --          --      (3,496)        (3,496)
 Other adjustments ..............................        --          --      (1,395)        (1,395)
                                                     ------     -------     ---------      ---------
Balance at December 31, 1995   ..................     1,500      68,015      28,424         97,939
 Net loss for 1996 ..............................        --          --        (998)          (998)
 Net unrealized capital gains  ..................        --          --       1,294          1,294
 Decrease in non-admitted assets  ...............        --          --         199            199
 Increase in asset valuation reserve ............        --          --        (120)          (120)
 Increase in surplus in separate accounts  ......        --          --         237            237
 Change in reserve valuation   ..................        --          --      (2,995)        (2,995)
                                                     ------     -------     ---------      ---------
Balance at December 31, 1996   ..................    $1,500     $68,015     $26,041        $95,556
                                                     ======     =======     =========      =========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      101
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                  STATEMENTS OF CASH FLOWS - STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                            Year ended December 31
                                                                   1996             1995             1994
                                                                --------------   ---------------   ------------
<S>                                                             <C>              <C>               <C>
SOURCES OF CASH
Premiums and other considerations, net of reinsurance  ......    $1,033,565        $ 569,934       $ 600,405
Net investment income .......................................        38,666           42,359          41,977
Other income ................................................        12,983            8,052           6,311
                                                                 ----------        ---------       ---------
                                                                  1,085,214          620,345         648,693
Life claims  ................................................       (20,655)         (16,759)        (14,660)
Surrender benefits and other fund withdrawals ...............      (286,406)        (206,250)       (196,169)
Other benefits to policyholders   ...........................       (22,129)         (19,041)        (18,251)
Commissions, other expenses and taxes   .....................      (196,329)        (128,314)       (119,755)
Net transfers to separate accounts   ........................      (658,326)        (242,427)       (386,174)
Dividends to policyholders  .................................           (44)             (26)            (22)
Federal income taxes  .......................................        (9,449)          (7,531)         (3,378)
                                                                 ----------        ---------       ---------
Net cash used in operations .................................      (108,124)                (3)      (89,716)
Proceeds from investments sold, matured or repaid:
 Bonds and redeemable preferred stock   .....................       122,820          108,554          99,241
 Common stocks  .............................................           175            2,108          80,066
 Mortgage loans on real estate ..............................           132            1,954             132
 Real estate ................................................         4,304               --              --
 Miscellaneous proceeds  ....................................            --               --             (28)
                                                                 ----------        -----------     ---------
Total cash from investments .................................       127,431          112,616         179,411
Capital contribution  .......................................            --               --          45,000
Other sources   .............................................        31,546            2,830           6,135
                                                                 ----------        -----------     ---------
Total sources of cash .......................................        50,853          115,443         140,830
APPLICATIONS OF CASH
Cost of investments acquired:
 Bonds and redeemable preferred stock   .....................        26,826          139,402          47,214
 Common stocks  .............................................             4              589          65,911
 Mortgage loans on real estate ..............................            --                6           1,004
 Real estate ................................................         7,837              449              37
 Net increase in policy loans  ..............................        15,479            9,605           4,496
 Miscellaneous applications .................................             5               --              --
                                                                 ----------        -----------     ---------
Total investments acquired  .................................        50,151          150,051         118,662
Other applications, net  ....................................         3,221            7,115           6,086
                                                                 ----------        -----------     ---------
Total applications of cash  .................................        53,372          157,166         124,748
                                                                 ----------        -----------     ---------
Net change in cash and short-term investments ...............        (2,519)         (41,723)         16,082
Cash and short-term investments at beginning of year   ......         4,999           46,722          30,640
                                                                 ----------        -----------     ---------
Cash and short-term investments at end of year   ............    $    2,480        $   4,999       $  46,722
                                                                 ==========        ===========     =========
</TABLE>

SEE ACCOMPANYING NOTES.

                                      102
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                NOTES TO FINANCIAL STATEMENTS -- STATUTORY-BASIS

                             (DOLLARS IN THOUSANDS)

DECEMBER 31, 1996

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


ORGANIZATION


Western Reserve Life Assurance Co. of Ohio ("the Company") is a stock life
insurance company and is a wholly-owned subsidiary of First AUSA Life Insurance
Company which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is a wholly-owned subsidiary of AEGON nv, a holding company
organized under the laws of the Netherlands.


NATURE OF BUSINESS


The Company operates predominantly in the variable universal life and variable
annuity areas of the life insurance business. The Company is licensed in 49
states and the District of Columbia. Sales of the Company's products are
through financial planners, independent representatives, financial institutions
and stockbrokers. The majority of the Company's new life insurance written and
a substantial portion of new annuities written is done through one marketing
organization; the Company expects to maintain this relationship for the
foreseeable future.


BASIS OF PRESENTATION


The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Such estimates and assumptions
could change in the future as more information becomes known, which could
impact the amounts reported and disclosed herein.


The accompanying financial statements have been prepared in conformity with
accounting practices prescribed or permitted by the Insurance Department of the
State of Ohio, which practices differ from generally accepted accounting
principles. The more significant of these differences are as follows: (a) bonds
are generally carried at amortized cost rather than segregating the portfolio
into held-to-maturity (carried at amortized cost), available-for-sale (carried
at fair value), and trading (carried at fair value) classifications; (b)
acquisition costs of acquiring new business are expensed as incurred

rather than deferred and amortized over the life of the policies; (c) policy
reserves on traditional life products are based on statutory mortality rates
and interest which may differ from reserves based on reasonable assumptions of
expected mortality, interest, and withdrawals which include a provision for
possible unfavorable deviation from such assumptions; (d) policy reserves on
certain investment products use discounting methodologies utilizing statutory
interest rates rather than full account values; (e) reinsurance amounts are
netted against the corresponding receivable or payable rather than shown as
gross amounts on the balance sheet; (f) deferred income taxes are not provided
for the difference between the financial statement amounts and income tax bases
of assets and liabilities; (g) net realized gains or losses attributed to
changes in the level of interest rates in the market are deferred and amortized
over the remaining life of the bond or mortgage loan, rather than recognized as
gains or losses in the statement of operations when the sale is completed; (h)
declines in the estimated realizable value of investments are provided for
through the establishment of a formula-determined statutory investment reserve
(carried as a liability) changes to which are charged directly to surplus,
rather than through recognition in the statement of operations for declines in
value, when such declines are judged to be other than temporary; (i) certain
assets designated as "non-admitted assets" have been charged to surplus rather
than being reported as assets; (j) revenues for universal life and investment
products consist of the entire premiums received rather than policy charges for
the cost of insurance, policy administration charges, amortization of policy
initiation fees and surrender charges assessed; and (k) pension expense is
recorded as amounts are paid rather than accrued and expensed during the
periods in which the employers provide service. The effects of these variances
have not been determined by the Company.


The National Association of Insurance Commissioners (NAIC) currently is in the
process of recodifying statutory accounting practices, the result of which is
expected to constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is expected to be completed in
1997, will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the
Company uses to prepare its statutory-basis financial statements. The impact of
any such changes on the Company's statutory surplus cannot be determined at
this time and could be material.

                                      103
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES--(CONTINUED)
Other significant statutory accounting practices are as follows:


CASH AND CASH EQUIVALENTS


For purposes of the statements of cash flows, the Company considers all highly
liquid investments with remaining maturities of one year or less when purchased
to be cash equivalents. This amount included $6,500 of short-term intercompany
notes receivable at December 31, 1995.


INVESTMENTS


Investments in bonds (except those to which the Securities Valuation Office of
the NAIC has ascribed a value), mortgage loans on real estate and short-term
investments are reported at cost adjusted for amortization of premiums and
accrual of discounts. Amortization is computed using methods which result in a
level yield over the expected life of the security. The Company reviews its
prepayment assumptions on mortgage and other asset backed securities at regular
intervals and adjusts amortization rates prospectively when such assumptions
are changed due to experience and/or expected future patterns. Investments in
preferred stocks in good standing are reported at cost. Investments in
preferred stocks not in good standing are reported at the lower of cost or
market. Common stocks are carried at market and include shares of mutual funds
(money market and other), and the related unrealized capital gains/(losses) are
reported in unassigned surplus without any adjustment for federal income taxes.
Real estate is reported at cost less allowances for depreciation. Depreciation
is computed principally by the straight-line method. Policy loans are reported
at unpaid principal. Other "admitted assets" are valued, principally at cost,
as required or permitted by Ohio Insurance Laws.


Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. The Asset
Valuation Reserve (AVR) is established by the Company to provide for
anticipated losses in the event of default by issuers of certain invested
assets. These amounts are determined using a formula prescribed by the NAIC and
are reported as a liability. The formula for the AVR provides for a
corresponding adjustment for realized

gains and losses, net of amounts attributed to changes in the general level of
interest rates. Under a formula prescribed by the NAIC, the Company defers, in
the Interest Maintenance Reserve (IMR), the portion of realized gains and
losses on sales of fixed income investments, principally bonds and mortgage
loans, attributable to changes in the general level of interest rates and
amortizes those deferrals over the remaining period to maturity of the
security.


During 1996, 1995 and 1994, net realized capital gains of $2,394, $554 and
$436, respectively, were credited to the IMR rather than being immediately
recognized in the statements of operations. Amortization of these net gains
aggregated $1,335, $882 and $726 for the years ended December 31, 1996, 1995
and 1994, respectively.


Interest income is recognized on an accrual basis. The Company does not accrue
income on bonds in default, mortgage loans on real estate in default and/or
foreclosure or which are delinquent more than twelve months, or real estate
where rent is in arrears for more than three months. Further, income is not
accrued when collection is uncertain. At December 31, 1996, 1995 and 1994, the
Company excluded investment income due and accrued of $0, $1 and $237,
respectively, with respect to such practices.


AGGREGATE RESERVES FOR POLICIES


Life and annuity reserves are developed by actuarial methods and are determined
based on published tables using statutorily specified interest rates and
valuation methods that will provide, in the aggregate, reserves that are
greater than or equal to the minimum required by the laws of the State of Ohio.
 


The aggregate policy reserves for life insurance policies are based principally
upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary Mortality and
American Experience Mortality Tables. The reserves are calculated using
interest rates ranging from 2.25 to 5.50 percent and are computed principally
on the Net Level Premium Valuation and the Commissioners' Reserve Valuation
Methods. Reserves for universal life policies are based on account balances
adjusted for the Commissioners' Reserve Valuation Method.


Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future

                                      104
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES--(CONTINUED)
interest guarantees plus the decrease in surrender charges are in excess of the
maximum valuation rates of interest. Reserves for immediate annuities and
supplementary contracts with and without life contingencies are equal to the
present value of future payments assuming interest rates ranging from 5.75 to
9.25 percent and mortality rates, where appropriate, from a variety of tables.



POLICY AND CONTRACT CLAIM RESERVES


Claim reserves represent the estimated accrued liability for claims reported to
the Company and claims incurred but not yet reported through the statement
date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. Because estimates are subject to
the effects of trends in claim severity and frequency, the estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.



SEPARATE ACCOUNTS


Assets held in trust for purchases of variable universal life and variable
annuity contracts and the Company's corresponding obligation to the contract
owners are shown separately in the balance sheets. The assets in the separate
accounts are valued at market. Income and gains and losses with respect to the
assets in the separate accounts accrue to the benefit of the policyholders. The
Company received variable contract premiums of $997,513, $466,822 and $534,372
in 1996, 1995 and 1994, respectively. All variable account contracts are
subject to discretionary withdrawal by the policyholder at the market value of
the underlying assets less the current surrender charge. Separate account
contractholders have no claim against the assets of the general account.



RECLASSIFICATIONS


Certain reclassifications have been made to the 1995 and 1994 financial
statements to conform to the 1996 presentation.

NOTE 2 -- FAIR VALUE OF FINANCIAL
                INSTRUMENTS


Statement of Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value information
about financial instruments, whether or not recognized in the statutory-basis
balance sheet, for which it is practicable to estimate that value. In cases
where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. In that regard, the derived fair value
estimates cannot be substantiated by comparisons to independent markets and, in
many cases, could not be realized in immediate settlement of the instrument.
Statement of Financial Accounting Standards No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements
and allows companies to forego the disclosures when those estimates can only be
made at excessive cost. Accordingly, the aggregate fair value amounts presented
do not represent the underlying value of the Company.


The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:


CASH AND SHORT-TERM INVESTMENTS: The carrying amounts reported in the
statutory-basis balance sheet for these instruments approximate their fair
values.


INVESTMENT SECURITIES: Fair values for fixed maturity securities (including
redeemable preferred stocks) are based on quoted market prices, where
available. For fixed maturity securities not actively traded, fair values are
estimated using values obtained from independent pricing services or (in the
case of private placements) are estimated by discounting expected future cash
flows using a current market rate applicable to the yield, credit quality, and
maturity of the investments. The fair values for equity securities are based on
quoted market prices.


MORTGAGE LOANS AND POLICY LOANS: The fair values for mortgage loans are
estimated utilizing discounted cash flow analyses, using interest rates
reflective of current market conditions and the risk characteristics of the
loans. The fair value of policy loans are assumed to equal their carrying
value.

                                      105
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 2 -- FAIR VALUE OF FINANCIAL
                INSTRUMENTS--(CONTINUED)
INVESTMENT CONTRACTS: Fair values for the Company's liabilities under
investment-type insurance contracts are estimated using discounted cash flow
calculations, based on interest rates currently being offered for similar
contracts with maturities consistent with those remaining for the contracts
being valued.


Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure to
changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.


The following sets forth a comparison of the fair values and carrying values of
the Company's financial instruments subject to the provisions of Statement of
Financial Accounting Standards No. 107:


<TABLE>
<CAPTION>
                                                DECEMBER 31
                                      1996                      1995
                            ------------------------- -------------------------
                             CARRYING                  CARRYING
                              VALUE      FAIR VALUE     VALUE      FAIR VALUE
                            ------------ ------------ ------------ ------------
<S>                         <C>          <C>          <C>          <C>
ADMITTED ASSETS
Bonds .....................  $  359,579   $  372,319   $  452,474   $  479,656
Common stocks  ............         597          597          834          834
Mortgage loans on real
  estate ..................       6,049        6,134        6,181        6,536
Policy loans   ............      52,604       52,604       37,125       37,125
Cash and short-term
  investments  ............       2,480        2,480        4,999        4,999
Separate account assets   .   3,527,145    3,527,145    2,419,205    2,419,205
LIABILITIES
Investment contract
  liabilities  ............     321,293      314,748      309,556      279,347
Separate account
  annuities ...............   2,692,614    2,647,266    1,930,590    1,930,590
</TABLE>

NOTE 3 -- INVESTMENTS



The carrying value and estimated fair value of investments in debt securities
are as follows:


<TABLE>
<CAPTION>
                                         GROSS        GROSS      ESTIMATED
                            CARRYING   UNREALIZED   UNREALIZED     FAIR
                             VALUE       GAINS        LOSSES       VALUE
                            ---------- ------------ ------------ ----------
<S>                         <C>        <C>          <C>          <C>
DECEMBER 31, 1996
Bonds:
 United States Govern-
    ment and agencies   .    $ 11,422    $    13       $  292     $ 11,143
 State, municipal and
    other government ......     5,504        274           --        5,778
Public utilities  .........    14,808        848           80       15,576
 Industrial and miscel-
    laneous                   173,097      8,889          910      181,076
 Mortgage-backed
    securities ............   154,748      4,617          619      158,746
                             --------    -------       ------     --------
Total bonds ...............  $359,579    $14,641       $1,901     $372,319
                             ========    =======       ======     ========
</TABLE>


<TABLE>
<CAPTION>
                                         GROSS        GROSS      ESTIMATED
                            CARRYING   UNREALIZED   UNREALIZED     FAIR
                             VALUE       GAINS        LOSSES       VALUE
                            ---------- ------------ ------------ ----------
<S>                         <C>        <C>          <C>          <C>
DECEMBER 31, 1995
Bonds:
 United States Govern-
    ment and agencies        $ 11,611    $    64        $129      $ 11,546
 State, municipal and
    other government ......    15,079        940          --        16,019
 Public utilities .........    16,143      1,425          --        17,568
 Industrial and miscel-
  laneous                     219,764     17,444         550       236,658
 Mortgage-backed
  securities   ............   189,877      8,228         240       197,865
                             --------    -------        ----      --------
Total bonds ...............  $452,474    $28,101        $919      $479,656
                             ========    =======        ====      ========
</TABLE>

The carrying value and fair value of bonds at December 31, 1996 by contractual
maturity are shown below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without penalties.


<TABLE>
<CAPTION>
                                                              ESTIMATED
                                                   CARRYING     FAIR
                                                    VALUE       VALUE
                                                   ---------- ----------
<S>                                                <C>        <C>
Due in one year or less   ........................  $ 25,420   $ 25,667
Due one through five years   .....................    91,070     94,377
Due five through ten years   .....................    53,798     57,060
Due after ten years ..............................    34,543     36,468
                                                    --------   --------
                                                     204,831    213,572
Mortgage and other asset backed securities  ......   154,748    158,747
                                                    --------   --------
                                                    $359,579   $372,319
                                                    ========   ========
</TABLE>


                                      106
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 3 -- INVESTMENTS--(CONTINUED)
A detail of net investment income is presented below:


<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31
                                         1996        1995        1994
                                        ----------- ----------- -----------
<S>                                     <C>         <C>         <C>
Interest on bonds .....................  $ 33,969    $ 38,624    $ 37,495
Dividends on equity investments  ......        --          30         700
Interest on mortgage loans ............       559         573         616
Rental income on real estate  .........       919       1,014       1,014
Interest on policy loans   ............     3,339       2,353       1,830
Other investment income ...............         9         328         611
                                         --------    --------    --------
Gross investment income ...............    38,795      42,922      42,266
Investment expenses  ..................    (2,728)     (2,031)     (2,127)
                                         --------    --------    --------
Net investment income   ...............  $ 36,067    $ 40,891    $ 40,139
                                         ========    ========    ========
</TABLE>

Proceeds from sales and maturities of debt securities and related gross
realized gains and losses were as follows:


<TABLE>
<CAPTION>
                                  YEAR ENDED DECEMBER 31
                                1996       1995      1994
                              ---------- ---------- --------
<S>                           <C>        <C>        <C>
Proceeds   ..................  $122,820   $108,554   $99,241
                               ========   ========   =======
Gross realized gains   ......  $  2,984   $  1,631   $ 2,019
Gross realized losses  ......       791      1,346     1,362
                               --------   --------   -------
Net realized gains  .........  $  2,193   $    285   $   657
                               ========   ========   =======
</TABLE>

At December 31, 1996, bonds with an aggregate carrying value of $5,409 were on
deposit with certain state regulatory authorities or were restrictively held in
bank custodial accounts for benefit of such state regulatory authorities, as
required by statute.


Realized investment gains (losses) and changes in unrealized gains (losses) for
investments are summarized below:


<TABLE>
<CAPTION>
                                                                   REALIZED
                                                   -----------------------------------------
                                                            YEAR ENDED DECEMBER 31
                                                      1996           1995          1994
                                                   -------------   -----------   -----------
<S>                                                <C>             <C>           <C>
Debt securities   ..............................     $ 2,193        $    285      $    657
Equity securities ..............................          --              --        (1,579)
Mortgage loans .................................          --          (1,409)           --
Real estate ....................................        (606)             --            --
Other invested assets   ........................            (4)           --            --
                                                     ----------     --------      --------
                                                       1,583          (1,124)         (922)
Tax effect  ....................................          --              --           225
Transfer to interest maintenance reserve  ......      (2,394)           (554)         (436)
                                                     ---------      --------      --------
Net realized losses  ...........................     $  (811)       $ (1,678)     $ (1,133)
                                                     =========      ========      ========
</TABLE>



<TABLE>
<CAPTION>
                                                    UNREALIZED
                                    -------------------------------------------
                                              YEAR ENDED DECEMBER 31
                                      1996           1995           1994
                                    -------------   -----------   -------------
<S>                                 <C>             <C>           <C>
Debt securities   ...............    $ (14,442)      $36,399       $  43,354
Common stock   ..................          (66)         (236)          1,009
                                     ---------       -------       ---------
Change in unrealized appreciation
  (depreciation)  ...............    $ (14,508)      $36,163       $ (42,345)
                                     =========       =======       =========
</TABLE>

Gross unrealized gains (losses) on common stocks were as follows:


<TABLE>
<CAPTION>
                                     UNREALIZED
                               -----------------------
                               YEAR ENDED DECEMBER 31
                               1996     1995     1994
                               ------   ------   -----
<S>                            <C>      <C>      <C>
Unrealized gains   .........    $295     $361     $597
Unrealized losses  .........      --       --       --
                                ----     ----     ----
Net unrealized gains  ......    $295     $361     $597
                                ====     ====     ====
</TABLE>

The Company issued no mortgage loans during 1996. The maximum percentage of any
one mortgage loan to the value of the underlying real estate at origination was
73%. The Company requires all mortgagees to carry fire insurance equal to the
value of the underlying property.


During 1996, 1995 and 1994, no mortgage loans were foreclosed and transferred
to real estate. During 1994, a mortgage loan loss reserve of $1,033 was
established. This reserve was released in 1995 coincident with the loss
recognition of $1,409 on a loan payoff.


At December 31, 1996, the Company had no investments (excluding U. S.
Government guaranteed or insured issues) which individually represented more
than ten percent of capital and surplus and the asset valuation reserve.


NOTE 4 -- REINSURANCE


The Company reinsures portions of certain insurance policies which exceed its
established limits, thereby providing a greater diversification of risk and
minimizing exposure on larger risks. The Company remains contingently liable
with respect to any insurance ceded, and this would become an actual liability
in the event that the assuming insurance company became unable to meet its
obligations under the reinsurance treaty.

                                      107
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 4 -- REINSURANCE--(CONTINUED)

<TABLE>
<CAPTION>
                                 1996            1995           1994
                              --------------   ------------   ------------
<S>                           <C>              <C>            <C>
Direct premiums   .........    $1,034,757       $570,413       $600,608
Reinsurance assumed  ......         2,063          1,569          1,232
Reinsurance ceded .........        (3,105)        (2,084)        (1,708)
                               ----------       --------       --------
Net premiums earned  ......    $1,033,715       $569,898       $600,132
                               ==========       ========       ========
</TABLE>

The Company received reinsurance recoveries in the amount of $2,156, $512 and
$1,146 during 1996, 1995 and 1994, respectively. At December 31, 1996 and 1995,
estimated amounts recoverable from reinsurers that have been deducted from
policy and contract claim reserves totaled $974 and $601, respectively. The
aggregate reserves for policies and contracts were reduced for reserve credits
for reinsurance ceded at December 31, 1996 and 1995 of $1,140 and $848,
respectively.


NOTE 5 -- INCOME TAXES


The Company files a separate federal income tax return.


Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to gain from operations before taxes and
realized capital gains (losses) for the following reasons:


<TABLE>
<CAPTION>
                                                  1996         1995         1994
                                                 ----------   ----------   -----------
<S>                                              <C>          <C>          <C>
Computed tax at federal statutory rate
  (35%)   ....................................    $3,189       $5,096       $  1,190
Deferred acquisition costs - tax basis  ......     7,172        4,241          4,043
Tax reserve valuation ........................      (696)         (34)        (1,353)
Excess tax depreciation  .....................       (65)         (49)          (258)
Amortization of IMR   ........................      (467)        (309)          (254)
Other, net   .................................       164          (28)            38
                                                  ------       ------       --------
Federal income tax expense  ..................    $9,297       $8,917       $  3,406
                                                  ======       ======       ========
</TABLE>

Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation, but
was accumulated for income tax purposes in a memorandum account referred to as
the policyholders' surplus account. No federal income taxes have been provided
for in the financial statements on income deferred in the policyholders'
surplus account ($293 at December 31, 1996). To the extent dividends are paid
from the amount accumulated in the policyholders' surplus account, net earnings
would be reduced by the amount of tax required to be paid. Should the entire
amount in the policy

holders' surplus account become taxable, the tax thereon computed at current
rates would amount to approximately $103.


In 1995, the Company reached a final settlement with the Internal Revenue
Service for 1987 through 1993 resulting in taxes of $1,275 and interest of $120
(net of $65 tax effect). The assessment was charged to surplus as a prior
period adjustment. An examination is currently underway for years 1994 through
1995.


During 1994, the Company settled tax years 1980 through 1986 with the Internal
Revenue Service, which resulted in a charge to surplus of $1.8 million as a
prior period adjustment.


At December 31, 1996, the Company had capital loss carryforwards of
approximately $11,101 which expire through 2001.


NOTE 6 -- POLICY AND CONTRACT ATTRIBUTES


Participating life insurance policies are issued by the Company which entitle
policyholders to a share in the earnings of the participating policies,
provided that a dividend distribution, which is determined annually based on
mortality and persistency experience of the participating policies, is
authorized by the Company. Participating insurance constituted approximately
 .04% and 7.7% of life insurance in force at December 31, 1996 and 1995,
respectively.


A portion of the Company's policy reserves and other policyholders' funds
relate to liabilities established on a variety of the Company's products,
primarily separate accounts, that are not subject to significant mortality or
morbidity risk; however, there may be certain restrictions placed upon the
amount of funds that can be withdrawn without penalty. The amount of reserves
on these products, by withdrawal characteristics are summarized as follows:

                                      108
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 6 -- POLICY AND CONTRACT ATTRIBUTES--(CONTINUED)

<TABLE>
<CAPTION>
                                                    DECEMBER 31
                                            1996                   1995
                                   ----------------------- ---------------------
                                                 PERCENT                PERCENT
                                     AMOUNT     OF TOTAL     AMOUNT    OF TOTAL
                                   ------------ ---------- ----------- ---------
<S>                                <C>          <C>        <C>         <C>
Subject to discretionary
  withdrawal with market
  value adjustment ...............  $   14,881       1%     $   13,422      1%
Subject to discretionary
  withdrawal at book value
  less surrender charge  .........      63,619       2          60,970      3
Subject to discretionary
  withdrawal at market value   .     2,692,614      89       1,930,590     85
Subject to discretionary
  withdrawal at book value
  (minimal or no charges or
  adjustments)  ..................     239,204       7         227,549     10
Not subject to discretionary
  withdrawal provision   .........      17,603       1          20,034      1
                                    ----------      --      ----------     --
 .................................    3,027,921     100%      2,252,565    100%
                                                   ===                    ===
Less reinsurance ceded   .........          --                      --
                                    ----------              ----------
Total policy reserves on
  annuities and deposit fund
  liabilities   ..................  $3,027,921              $2,252,565
                                    ==========              ==========
</TABLE>

A reconciliation of the amounts transferred to and from the separate accounts
is presented below:


<TABLE>
<CAPTION>
                                            1996          1995         1994
                                          ------------- ------------ ---------
<S>                                       <C>           <C>          <C>
Transfers as reported in the summary of
  operations of the separate accounts
  statement:
Transfers to separate accounts  .........  $  997,513    $466,882     $534,372
Transfers from separate accounts   ......     339,523     224,416      148,582
                                           ----------    --------     --------
Net transfers to separate accounts ......     657,990     242,466      385,790
Reconciling adjustments - change in
  accruals for investment management,
  administration fees and contract
  guarantees  ...........................    (205,519)        (39)         384
                                           ----------    --------     --------
Transfers as reported in the summary of
  operations of the life, accident and
  health annual statement ...............  $  452,471    $242,427     $386,174
                                           ==========    ========     ========
</TABLE>

Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next

anniversary date. At December 31, 1996 and 1995, these assets (which are
reported as premiums deferred and uncollected) and the amounts of the related
gross premiums and loadings, are as follows:


<TABLE>
<CAPTION>
                                               GROSS       LOADING      NET
                                              ----------   ---------   ----------
<S>                                           <C>          <C>         <C>
DECEMBER 31, 1996
Ordinary direct first year business  ......    $   40        $  9       $   31
Ordinary direct renewal business  .........     1,431         225        1,206
Group life direct business  ...............       622          --          622
Annuity renewal business ..................        94          10           84
                                               ------        ----       ------
                                               $2,187        $244       $1,943
                                               ======        ====       ======
DECEMBER 31, 1995
Ordinary direct first year business  ......    $   47        $ 17       $   30
Ordinary direct renewal business  .........     1,707         229        1,478
Group life direct business  ...............       379          --          379
Reinsurance ceded  ........................      (100)         --         (100)
                                               ------        ----       ------
                                               $2,033        $246       $1,787
                                               ======        ====       ======
</TABLE>

At December 31, 1996 and 1995, the Company had insurance in force aggregating
$1,904 and $2,374, respectively, in which the gross premiums are less than the
net premiums required by the standard valuation standards established by the
Insurance Department of the State of Ohio. The Company established policy
reserves of $27 and $32 to cover these deficiencies at December 31, 1996 and
1995, respectively.


In 1994, the NAIC enacted a guideline to clarify reserving methodologies for
contracts that require immediate payment of claims upon proof of death of the
insured. Companies were allowed to grade the effects of the change in reserving
methodologies over five years. A direct charge to surplus of $2,995 and $3,496
was made for the years ended December 31, 1996 and 1995, respectively, related
to the change in reserve methodology.


NOTE 7 -- DIVIDEND RESTRICTIONS


Generally, an insurance company's ability to pay dividends is limited to the
amount that their net assets, as determined in accordance with statutory
accounting practices, exceed minimum statutory capital requirements. However,
payment of such amounts as dividends may be subject to approval by regulatory
authorities.


                                      109
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 8 -- RETIREMENT AND COMPENSATION PLANS


The Company's employees participate in a qualified benefit plan sponsored by
AEGON. The Company has no legal obligation for the plan. The Company recognizes
pension expense equal to its allocation from AEGON. The pension expense is
allocated among the participating companies based on the FASB Statement No. 87
expense as a percent of salaries. The benefits are based on years of service
and the employee's compensation during the highest five consecutive years of
employment. Pension expense aggregated $581, $505 and $397 for the years ended
December 31, 1996, 1995 and 1994, respectively. The plan is subject to the
reporting and disclosure requirements of the Employee Retirement and Income
Security Act of 1974.


The Company's employees also participate in a contributory defined contribution
plan sponsored by AEGON which is qualified under Section 401(k) of the Internal
Revenue Service Code. Employees of the Company who customarily work at least
1,000 hours during each calendar year and meet the other eligibility
requirements, are participants of the plan. Participants may elect to
contribute up to fifteen percent of their salary to the plan. The Company will
match an amount up to three percent of the participant's salary. Participants
may direct all of their contributions and plan balances to be invested in a
variety of investment options. The plan is subject to the reporting and
disclosure requirements of the Employee Retirement and Income Security Act of
1974. Pension expense related to this plan was $184, $305 and $250 for the
years ended December 31, 1996, 1995 and 1994, respectively.


AEGON sponsors supplemental retirement plans to provide the Company's senior
management with benefits in excess of normal pension benefits. The plans are
noncontributory and benefits are based on years of service and the employee's
compensation level. The plans are unfunded and nonqualified under the Internal
Revenue Code. In addition, AEGON has established incentive deferred
compensation plans for certain key employees of the Company. AEGON also
sponsors an employee stock option plan for individuals employed at least three
years and a stock purchase plan for its producers, with the participating
affiliated companies establishing their own eligibility criteria, producer
contribution limits and company

matching formula. These plans have been accrued or funded as deemed appropriate
by management of AEGON and the Company.


In addition to pension benefits, the Company participates in plans sponsored by
AEGON that provide postretirement medical, dental and life insurance benefits
to employees meeting certain eligibility requirements. Portions of the medical
and dental plans are contributory. The expenses of the postretirement plans
calculated on the pay-as-you-go basis are charged to affiliates in accordance
with an intercompany cost sharing arrangement. The Company expensed $98, $86
and $70 for the years ended December 31, 1996, 1995 and 1994, respectively.


NOTE 9 -- RELATED PARTY TRANSACTIONS


The Company shares certain officers, employees and general expenses with
affiliated companies.


The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1996,
1995 and 1994, the Company paid $10,038, $8,825 and $7,497, respectively, for
such services, which approximates their costs to the affiliates. The Company
provides office space, marketing and administrative services to certain
affiliates. During 1996, 1995 and 1994, the Company received $3,271, $4,545 and
$3,261, respectively, for such services, which approximates their cost. The
Company had a net receivable (payable) with affiliates of $(19,298) and $4,337
at December 31, 1996 and 1995, respectively.


Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 5.48% at December 31, 1996. During 1996,
1995 and 1994, the Company paid (received) net interest of $138, $(294) and
$49, respectively, to affiliates.


The Company received capital contributions of $45,000 from its immediate
parent, First AUSA Life Insurance Company, in 1994.


At December 31, 1995, the Company has a $6,500 short-term note receivable from
an affiliate. Interest on this note accrues at 5.82%.


                                      110
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
        NOTES TO THE FINANCIAL STATEMENTS -- STATUTORY-BASIS (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1996

NOTE 10 -- COMMITMENTS AND CONTINGENCIES


The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for
compensatory and punitive damages in addition to contract liability, it is
management's opinion, after consultation with counsel and a review of available
facts, that damages arising from such demands will not be material to the
Company's financial position.


The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance companies
for the benefit of policyholders and claimants in the event of insolvency of
other insurance companies. Assessments are charged to operations when received
by the Company except where right of offset against other taxes paid is allowed
by law; amounts available for future offsets are recorded as an asset on the
Company's balance sheet. The future obligation has been based on the most recent
information available from the National Organization of Life and Health
Insurance Guaranty Association. Potential future obligations for unknown
insolvencies are not determinable by the Company. The Company has established a
reserve of $4,344 and $4,445 and an offsetting premium tax benefit of $1,218 and
$1,319 at December 31, 1996 and 1995, respectively, for its estimated share of
future guaranty fund assessments related to several major insurer insolvencies.
The guaranty fund expense was $212, $1,950 and $618 at December 31, 1996, 1995
and 1994, respectively.

                                      111
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       SUMMARY OF INVESTMENTS OTHER THAN
                        INVESTMENTS IN RELATED PARTIES
                            (DOLLARS IN THOUSANDS)

                               DECEMBER 31, 1996


SCHEDULE I



<TABLE>
<CAPTION>
                                                                                                     Amount at Which
                                                                                         Market       Shown in the
Type of Investment                                                         Cost (1)      Value        Balance Sheet
- ------------------------------------------------------------------------   ----------   ----------   ----------------
<S>                                                                        <C>          <C>          <C>
FIXED MATURITIES
Bonds:
 United States Government and government agencies and authorities ......    $ 91,807     $ 93,675        $ 91,581
 State, municipalities and political subdivisions  .....................       1,498        1,533           1,497
 Foreign governments ...................................................       4,006        4,245           4,006
 Public utilities ......................................................      14,852       15,576          14,808
 All other corporate bonds .............................................     249,093      257,290         247,687
                                                                            --------     --------        --------
Total fixed maturities  ................................................     361,256      372,319         359,579
EQUITY SECURITIES
Common stocks:
 Industrial, miscellaneous and all other  ..............................         302          597             597
                                                                            --------     --------        --------
Total equity securities ................................................         302          597             597
Mortgage loans on real estate ..........................................       6,049                        6,049
Real estate ............................................................       7,962                        7,962
Policy loans   .........................................................      52,604                       52,604
Cash and short-term investments  .......................................       2,480                        2,480
                                                                            --------                     --------
Total investments ......................................................    $430,653                     $429,271
                                                                            ========                     ========
</TABLE>

(1) Original cost of equity securities and, as to fixed maturities, original
cost reduced by repayments.

                                      112
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                      SUPPLEMENTARY INSURANCE INFORMATION
                            (DOLLARS IN THOUSANDS)


SCHEDULE III



<TABLE>
<CAPTION>
                                Future Policy      Policy and                       Net          Benefits        Other
                                 Benefits and      Contract        Premium       Investment     and Claims     Operating
                                  Expenses        Liabilities      Revenue        Income*        Expenses      Expenses*
                                ---------------   -------------   ------------   ------------   ------------   ----------
<S>                             <C>               <C>             <C>            <C>            <C>            <C>
YEAR ENDED DECEMBER 31, 1996
Individual life  ............      $145,964          $7,017        $  289,375      $ 8,228        $ 47,051      $124,181
Group life and health  ......         9,202             713             4,215        3,940           2,529         2,818
Annuity .....................       332,230             854           740,125       23,899         281,352        71,576
                                   --------          ------        ----------      -------        --------      --------
                                   $487,396          $8,584        $1,033,715      $36,067        $330,932      $198,575
                                   ========          ======        ==========      =======        ========      ========
YEAR ENDED DECEMBER 31, 1995
Individual life  ............      $ 64,128          $5,811        $  188,143      $ 9,470        $ 36,032      $ 83,709
Group life ..................         7,904             701             3,365        1,054           2,217           946
Annuity .....................       319,353             100           378,390       30,367         205,375        44,447
                                   --------          ------        ----------      -------        --------      --------
                                   $391,385          $6,612        $  569,898      $40,891        $243,624      $129,102
                                   ========          ======        ==========      =======        ========      ========
YEAR ENDED DECEMBER 31, 1994
Individual life  ............      $ 76,345          $4,501        $  147,282      $10,146        $ 29,254      $ 71,825
Group life ..................         7,323             481             3,709          372           1,754         1,329
Annuity .....................       314,124             137           449,141       29,621         199,485        44,063
                                   --------          ------        ----------      -------        --------      --------
                                   $397,792          $5,119        $  600,132      $40,139        $230,493      $117,217
                                   ========          ======        ==========      =======        ========      ========
</TABLE>

* Allocations of net investment income and other operating expenses are based
  on a number of assumptions and estimates, and the results would change if
  different methods were applied.
 

                                      113
<PAGE>

                  WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                                  REINSURANCE
                            (DOLLARS IN THOUSANDS)


SCHEDULE IV



<TABLE>
<CAPTION>
                                                                  Assumed                       Percentage
                                                   Ceded to         From                         of Amount
                                     Gross          Other          Other            Net          Assumed
                                    Amount         Companies      Companies       Amount          to Net
                                  -------------   ------------   ------------   -------------   -----------
<S>                               <C>             <C>            <C>            <C>             <C>
YEAR ENDED DECEMBER 31, 1996
Life insurance in force  ......    $28,168,880     $4,463,986     $2,210,601     $25,915,495        8.5%
                                   ===========     ==========     ==========     ===========       ====
Premiums:
 Individual life   ............    $   292,239     $    2,863     $       --     $   289,376        0.0%
 Group life and health   ......          2,393            242          2,063           4,214       49.0
 Annuity  .....................        740,125             --             --         740,125        0.0
                                   -----------     ----------     ----------     -----------       ----
                                   $ 1,034,757     $    3,105     $    2,063     $ 1,033,715        0.2%
                                   ===========     ==========     ==========     ===========       ====
YEAR ENDED DECEMBER 31, 1995
Life insurance in force  ......    $19,438,203     $1,365,119     $1,619,378     $19,692,462        8.2%
                                   ===========     ==========     ==========     ===========       ====
Premiums:
 Individual life   ............    $   189,870     $    1,727     $       --     $   188,143        0.0%
 Group life  ..................          2,153            357          1,569           3,365       46.6
 Annuity  .....................        378,390             --             --         378,390        0.0
                                   -----------     ----------     ----------     -----------       ----
                                   $   570,413     $    2,084     $    1,569     $   569,898        0.2%
                                   ===========     ==========     ==========     ===========       ====
YEAR ENDED DECEMBER 31, 1994
Life insurance in force  ......    $14,321,386     $1,090,845     $1,271,402     $14,501,943        8.8%
                                   ===========     ==========     ==========     ===========       ====
Premiums:
 Individual life   ............    $   148,766     $    1,484     $       --     $   147,282        0.0%
 Group life  ..................          2,701            224          1,232           3,709       33.0
 Annuity  .....................        449,141             --             --         449,141        0.0
                                   -----------     ----------     ----------     -----------       ----
                                   $   600,608     $    1,708     $    1,232     $   600,132        0.4%
                                   ===========     ==========     ==========     ===========       ====
</TABLE>


                                      114



<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 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


                                      II-1

<PAGE>


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


                                      II-2

<PAGE>


               (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 of the
corporation, by reason of the fact that he is or was a director, officer,
employee, 


                                      II-3

<PAGE>


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.

      (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 


                                      II-4

<PAGE>


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.


                 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 


                                      II-5

<PAGE>


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 sheet
     The Prospectus, consisting of 114 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 LLP
     (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:
     A.    (1)  Resolution  of the  Board  of  Directors  of  Western  Reserve
                establishing the Series Account (1)
           (2)  Not Applicable
           (3)  Distribution of Policies:
                (a) Master Service and Distribution Compliance Agreement (4) 
                (b) (i)  Broker/Dealer Supervisory and Service Agreement (3)
                    (ii) Broker/Dealer Supervisory and Service Agreement (3)
                (c)  See Exhibit 1.A.(3)(b)(ii)
           (4)  Not Applicable
           (5)  Specimen Flexible Premium Variable Life Insurance Policy (8)
           (6)  (a)  Second  Amended  Articles  of  Incorporation  of  Western
                     Reserve (2)
                (b)  Amended Code of Regulations  (By-Laws) of Western Reserve
                     (4)
           (7)  Not Applicable
                (8)  (a)   Investment Advisory Agreement with the Fund (5)


                                      II-6

<PAGE>


   
                (b)  Sub-Advisory Agreement (5)
           (9)  Not Applicable
           (10) Application for Flexible Premium Variable Life Insurance
                Policy (8)
           (11) Memorandum describing issuance, transfer and redemption
                procedures (9)
    

2.   See Exhibit 1.A.(4)

   
3.   Opinion of Counsel as to the legality of the securities being registered
     (9)
    

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
     the securities being registered (9)
    

7.   Consent of Thomas E. Pierpan, Esq.

   
8.   Consent of Sutherland, Asbill & Brennan LLP
    

9.   Consent of Ernst & Young LLP

10.  Consent of Price Waterhouse LLP

11.  (a) Powers of Attorney (6)
     (b) Power of Attorney - James R. Walker (7)

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

(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.

(2)  This exhibit was previously filed on Post-Effective Amendment No. 1 to Form
     S-6 Registration Statement dated May 1, 1989 (File No. 33-24856) and is
     incorporated herein by reference.

(3)  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.

(4)  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.

(5)  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.

(6)  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.

(7)  This exhibit was previously filed on Post-Effective Amendment No. 13 to
     Form S-6 Registration Statement dated December 24, 1996 (File No. 33-31140)
     and is incorporated herein by reference.

(8)  This exhibit was previously filed on the Form S-6 Registration Statement
     dated March 14, 1997 (File No. 333-23359) and is incorporated herein by
     reference.

   
(9)  This exhibit was previously filed on Pre-Effective Amendment No. 1 to Form
     S-6 Registration Statement dated July 8, 1997 (File No. 333-23359) and is
     incorporated herein by reference.
    


                                      II-7

<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. 1 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 18th day
of December, 1997.
    



(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. 1 to this 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 18, 1997
- ----------------------
John R. Kenney, Chairman of the
Board, Chief Executive Officer
and President


/s/ ALLAN J. HAMILTON                             December 18, 1997
- -----------------------
Allan J. Hamilton, Vice President,
Treasurer and Controller


/s/ ALAN M. YAEGER                                December 18, 1997
- ------------------------
Alan M. Yaeger, Executive Vice
President, Actuary and Chief
Financial Officer*

- ------
*Principal Financial Officer


<PAGE>


/s/ PATRICK S. BAIRD                              December 18, 1997
- ------------------------
Patrick S. Baird, Director ***


/s/ JAMES R. WALKER                               December 18, 199
- ------------------------
James R. Walker, Director ***


/s/ LYMAN H. TREADWAY                             December 18, 1997
- ------------------------
Lyman H. Treadway, Director ***


/s/ JACK E. ZIMMERMAN                             December 18, 1997
- ------------------------
Jack E. Zimmerman, Director ***
    



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


<PAGE>


                                  Exhibit Index



EXHIBIT                         DESCRIPTION
  NO.                           OF EXHIBIT
- -------                         -----------

7.                   Consent of Thomas E. Pierpan, Esq.

   
8.                   Consent of Sutherland, Asbill & Brennan LLP
    

9.                   Consent of Ernst & Young LLP

10.                  Consent of Price Waterhouse LLP



   
                                    Exhibit 7

                       Consent of Thomas E. Pierpan, Esq.
    


<PAGE>


                             WRL Letterhead


                                        December 19, 1997



Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, Florida 33770

Gentlemen:

I hereby consent to the reference to my name under the caption "Legal Matters"
in the Prospectus dated January 1, 1998 and in the Prospectus incorporated by
reference in Post-Effective Amendment No. 1 to the Registration Statement on
Form S-6 (File No. 333-23359) for the WRL Series Life Account filed by Western
Reserve Life Assurance Co. of Ohio with the Securities and Exchange Commission.


                                        /s/ THOMAS E. PIERPAN
                                        ---------------------
                                        Thomas E. Pierpan
                                        Vice President and
                                        Associate General Counsel



   
                                    Exhibit 8

                   Consent of Sutherland, Asbill & Brennan LLP
    


<PAGE>


                           S.A.B. letterhead




                                    December 19, 1997



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. 333-23359


Gentlemen:

We hereby consent to the use of our name under the caption "Legal Matters" in
the Prospectuses for the WRL Financial Freedom Builder contained in
Post-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File
No. 333-23359) 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 LLP



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



   
                                    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
use of our report dated February 21, 1997, 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. 1 to the Registration
Statement (Form S-6 No. 333-23359) and related Prospectuses of WRL Series Life
Account.



                                                               ERNST & YOUNG LLP



Des Moines, Iowa
December 19, 1997



   
                                   Exhibit 10

                        Consent of Price Waterhouse, LLP
    


<PAGE>


                       Consent of Independent Accountants



We hereby consent to the use in each Prospectus constituting part of the WRL
Financial Freedom Builder Post-Effective Amendment No. 1 to the registration
statement on Form S-6 (the "Registration Statement") of our report dated January
31, 1997, 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 each Prospectus. We also consent to the reference to us under the heading
"Experts" in each Prospectus.


Price Waterhouse LLP


Kansas City, Missouri
December 19, 1997


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