UNITED INVESTORS LIFE VARIABLE ACCOUNT, 485APOS, 1999-02-24

UNITED INVESTORS LIFE VARIABLE ACCOUNT
485APOS, 1999-02-24

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File Nos. 33-11465 and 811-4987

As Filed with the Securities and Exchange Commission on February 24, 1999

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

UNITED INVESTORS LIFE VARIABLE ACCOUNT
(Exact Name of Trust)

UNITED INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)

2001 Third Avenue South
Birmingham, Alabama 35233
(Address of Principal Executive Office)

_____________________

John H. Livingston, Esquire
United Investors Life Insurance Company
2001 Third Avenue South
Birmingham, Alabama 35233
(Name and Address of Agent for Service of Process)

Copy to:
Frederick R. Bellamy, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415

________________________________

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

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on _________ pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[x] on April 30, 1999 pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:
[ ] this Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.

Title of securities being registered: Variable Life Insurance Policies
<PAGE>

Prospectus
May 1, 1999

Please read this prospectus carefully before investing, and keep it for
future reference. It contains important information about the Advantage ISM
variable life insurance policy, which is issued by:

United Investors Life Insurance Co.
2001 Third Avenue South
Birmingham, Alabama 35233
Telephone: (205) 325-4300

The SEC maintains an Internet website (http://www.sec.gov) that contains
material incorporated by reference into this prospectus and other information.

Variable life insurance policies involve certain risks, and you may lose
some or all of your investment.
. We do not guarantee how any of the investment divisions will perform.
. The policy is not a deposit or obligation of any bank, and no bank endorses
or guarantees the policy.
. Neither the U.S. Government nor any Federal agency insures your investment in
the policy.

ADVANTAGE ISM
VARIABLE LIFE INSURANCE

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
issued by
United Investors Life Insurance Company
through
United Investors Life Variable Account

The policy offers a choice of 11 investment divisions of United Investors
Life Variable Account. Each variable investment division invests in one of the
following portfolios of Target/United Funds, Inc.:

. Asset Strategy Portfolio
. Balanced Portfolio
. Bond Portfolio
. Growth Portfolio
. High Income Portfolio
. Income Portfolio
. International Portfolio
. Limited-Term Bond Portfolio
. Money Market Portfolio
. Science and Technology Portfolio
. Small Cap Portfolio

The prospectus for Target/United Funds, Inc. is attached; it describes these
portfolios.

There is no guaranteed or minimum policy value; the policy value will fluctuate
with investment performance of the variable investment divisions. If the loan
balance exceeds the policy value less surrender charges, or if the surrender
value becomes insufficient to cover the annual deduction of charges under the
policy, the policy may terminate without value.

Generally, the policy will be a modified endowment contract for Federal income
tax purposes. Therefore, all policy loans, surrenders, and maturity benefits
are treated first as distributions of taxable income and then as a return of
the basis or investment in the policy. In addition, prior to your reaching
actual age 59 1/2, these distributions generally would be subject to a 10%
penalty tax.

Neither the SEC nor any state securities commission has approved or disapproved
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<PAGE>

Table of Contents
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<TABLE>
<S> <C>
Summary..................................................................... 1
The Policy................................................................ 1
Payment of Premiums....................................................... 1
Funding Choices........................................................... 1
Charges and Deductions.................................................... 1
Taxes..................................................................... 3
Cash Benefits............................................................. 3
Death Benefit............................................................. 3
Termination............................................................... 3
Other Information......................................................... 3
Inquiries................................................................. 4

United Investors Life Variable Account...................................... 5
Target/United Funds, Inc.................................................. 5
Fund Management and Fees.................................................. 7

The Policy.................................................................. 8
Applying for a Policy..................................................... 8
"Free Look" Right to Cancel the Policy.................................... 8
Premiums.................................................................. 8
Transfers................................................................. 9
Dollar-Cost Averaging..................................................... 10
Surrender of the Policy................................................... 10
Policy Loans.............................................................. 10
Requesting Payments....................................................... 12
Reports to Owners......................................................... 12
Other Policy Provisions................................................... 12
Assignment and Change of Owner............................................ 14

Charges and Deductions...................................................... 14
Deductions from Premiums.................................................. 14
Annual Deduction.......................................................... 14
Mortality and Expense Risk Charge......................................... 15
Federal Taxes............................................................. 16
Surrender Charge.......................................................... 16
Fund Expenses............................................................. 16
Reduction in Charges for Certain Groups................................... 16

Policy Values............................................................... 16
Policy Value.............................................................. 16
Variable Account Value.................................................... 17

Death Benefits.............................................................. 18
Amount of Death Benefit Payable........................................... 18
Changing the Minimum Death Benefit........................................ 19
Beneficiary............................................................... 20

Tax Considerations.......................................................... 20
Introduction.............................................................. 20
Tax Status of the Policy.................................................. 20
Tax Treatment of Policy Benefits.......................................... 21
Taxation of United Investors.............................................. 22
Employment-Related Benefit Plans.......................................... 23
</TABLE>

ii
<PAGE>

<TABLE>
<S> <C>
Other Information........................................................... 23
United Investors Life Insurance Company................................... 23
Sale of the Policies...................................................... 24
Changing the Variable Account............................................. 24
Voting of Portfolio Shares................................................ 24
Addition, Deletion, or Substitution of Investments........................ 25
Other Information......................................................... 25
Litigation................................................................ 26
Legal Matters............................................................. 26
Experts................................................................... 26
Financial Statements...................................................... 26

Appendix A: Death Benefit Factors........................................... 27

Appendix B: Hypothetical Illustrations...................................... 28
Appendix C: Directors and Officers of United Investors...................... 33
Appendix D: Glossary........................................................ 35
Appendix E: Financial Statements............................................ 37
</TABLE>

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The primary purpose of this policy is to provide insurance protection. No claim
is made that the policy is in any way similar or comparable to an investment in
a mutual fund.

Buying this policy might not be a good way of replacing your existing insurance
or adding more insurance if you already own a flexible premium variable life
insurance policy.

iii
<PAGE>

Summary
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This is a summary of some of the more important points that you should know
and consider before purchasing the Advantage I variable life insurance policy.
Certain terms and phrases used in this prospectus are explained in Appendix D.

The Policy

The Advantage I variable life insurance policy is an individual flexible
premium variable life insurance policy issued by United Investors Life
Insurance Company. Among other things, the policy:

(a) provides insurance protection on the life of the insured until the policy's
maturity date.

(b) allows you to change the minimum death benefit payable under the policy.

(c) provides the opportunity for cash value build-up on a tax-deferred basis,
depending on investment performance of the underlying mutual fund
portfolios. However, there is no guaranteed policy value and you bear the
risk of poor investment performance.

(d) permits you to surrender the policy completely or to borrow against the
policy value. Loans will affect the policy value and may affect the death
benefit and termination of the policy. Generally, surrenders and loans will
both be treated as taxable distributions.

In addition to providing life insurance, the policy provides a means of
investing for your retirement or other long-term purposes. Tax deferral allows
the entire amount you have invested (net of charges) to remain in the policy
where it can continue to produce an investment return. Therefore, your money
could grow faster than in a comparable taxable investment where current income
taxes would be due each year.

Payment of Premiums

You can purchase the policy with a single premium payment of at least
$5,000. However, extra premiums may be required to prevent policy termination
under certain circumstances. Within limits, you can pay additional premiums
after the first policy year.

Funding Choices

You may divide your Advantage I policy value among the eleven portfolios of
Target/United Funds, Inc. There is no guaranteed or minimum policy value.
Instead, your policy value will go up or down with the performance of the
particular Target/United Funds, Inc. portfolios you select (and the deduction
of charges). You will lose money if the investment performance of the
portfolios you select is not sufficiently positive to cover the charges under
the policy.

The eleven portfolios of Target/United Funds, Inc. currently are:

Charges and Deductions

We do not deduct any charges from your initial premium--we credit the entire
amount to your policy value. However, there are charges totaling 12% of your
initial premium, deducted in ten annual installments. Specifically, on each of
the first ten policy anniversaries, we deduct 1.20% of the initial premium
payment. This charge consists of:

(a) 0.85% for sales expenses;

(b) 0.10% for underwriting and issue expenses; and

1
<PAGE>

We deduct a 6% sales load and a 2.5% premium tax charge from any additional
premium payments after the initial premium payment (except for grace period
premiums).

On every policy anniversary (including the first ten), we deduct:

(a) a mortality charge for the cost of insurance (determined by the insured's
attained age, sex, and risk classification); and

(b) a $50 charge for certain administrative expenses.

Each day, we deduct a charge from the assets in the variable investment
divisions for certain mortality and expense risks we bear under the policy.
This charge is at an effective annual rate of 0.60% of those assets. We
guarantee not to increase this mortality and expense risk charge.

In addition, investment management fees, 12b-1 fees, and other expenses are
deducted from each portfolio of Target/United Funds, Inc. See the table below
for a summary of these portfolio expenses.

Target/United Funds, Inc. Annual Expenses(/1/)
(% of average daily net assets)

<TABLE>
<CAPTION>
Total
Management 12b-1 Other Portfolio
Portfolio Fee Fees(/2/) Expenses(/3/) Expenses
----------------------------------------------------------
<S> <C> <C> <C> <C>
Asset Strategy 0.80% 0.25% 0.13% 1.18%
----------------------------------------------------------
Balanced 0.60% 0.25% 0.07% 0.92%
----------------------------------------------------------
Bond 0.53% 0.25% 0.05% 0.83%
----------------------------------------------------------
Growth 0.70% 0.25% 0.02% 0.97%
----------------------------------------------------------
High Income 0.65% 0.25% 0.05% 0.95%
----------------------------------------------------------
Income 0.70% 0.25% 0.02% 0.97%
----------------------------------------------------------
International 0.80% 0.25% 0.18% 1.23%
----------------------------------------------------------
Limited-Term
Bond 0.55% 0.25% 0.18% 0.98%
----------------------------------------------------------
Money Market 0.50% 0.25% 0.08% 0.83%
----------------------------------------------------------
Science and
Technology 0.69% 0.25% 0.25% 1.19%
----------------------------------------------------------
Small Cap 0.85% 0.25% 0.05% 1.15%
</TABLE>

(/1/) These expenses are deducted directly from the assets of the Target/United
Funds, Inc. portfolios and therefore reduce their net asset value. Waddell &
Reed, Inc., the investment adviser of Target/United Funds, Inc., supplied the
above information, and we have not independently verified it. See the
Target/United Funds, Inc. prospectus for more complete information.

(/2/) Each portfolio pays a service fee to Waddell & Reed, Inc. (the principal
underwriter of Target/United Funds, Inc.) of no more than 0.25% of the
portfolio's average annual net assets. The fee reimburses Waddell & Reed, Inc.
for arranging to provide personal services to policy owners and to maintain the
policies. Waddell & Reed, Inc. represents that this is a Service Plan as
permitted by Rule 12b-1 under the Investment Company Act of 1940. Waddell &
Reed, Inc. is also the principal underwriter of the policies.

(/3/) Other Expenses are those incurred for the year ended December 31, 1998.
[1998 data to be provided when available]

Actual expenses of Target/United Funds, Inc. may be greater or less than
those shown.

2
<PAGE>

If you surrender the policy during the first eight policy years, we deduct a
surrender charge from the policy value. The surrender charge rate is 8% of the
initial premium for a surrender occurring in the first policy year. The
surrender charge rate decreases by 1% per year.

Taxes

We intend for the policy to satisfy the definition of a life insurance
contract under the Internal Revenue Code. The death benefit paid under a life
insurance contract generally should be excludable from the gross income of the
recipient. Similarly, you should not be deemed to be in constructive receipt of
the policy value, and therefore should not be taxed on increases in the policy
value until you take out a loan, surrender the policy, or we pay the maturity
benefit.

The policies generally will be modified endowment contracts. See "Tax
Considerations" for a discussion of when distributions could be subject to
Federal income tax or penalty tax.

Cash Benefits

Your policy value is the sum of the amounts allocated to the variable
investment divisions (variable account value) plus any loan balance. The policy
value may be substantially less than the premiums paid.

Policy Loans. After the first policy year, you may take loans in aggregate
amounts of up to 90% of the policy value, less surrender charges and loan
interest to the next policy anniversary. Policy loans reduce the amount
available for allocations and transfers.

Surrender. You may surrender the policy at any time for its surrender value.
The surrender value is the policy value less any loan balance and any
applicable surrender charges. Only full surrenders are allowed; partial
surrenders are not permitted.

Death Benefit

So long as the policy remains in force, the death benefit payable will be
the greater of:

(a) the policy's minimum death benefit; or

(b) a multiple of the policy value (up to 2 1/2 times the policy value).

The death benefit therefore may, like the policy value, increase or decrease
to reflect the performance of the variable investment divisions (to which your
policy value is allocated). Subject to certain limits, you may change the
policy's minimum death benefit.

Any outstanding loan balance reduces the death benefit proceeds.

Termination

There is no minimum guaranteed policy value. The policy value may decrease
if the investment performance of the variable investment divisions (to which
policy value is allocated) is not sufficient to cover the charges deducted
under the policy.

If a policy's loan balance exceeds its policy value less surrender charges,
or if its surrender value becomes insufficient to cover the annual deduction
when due, then the policy will terminate without value after a grace period.

Other Information

Free Look: For ten days after you receive the policy, you may cancel the
policy and receive a full refund of the premium that was paid (or the amount
required by your state, if greater). During this period, the entire policy
value is held in the money market investment division.

Transfers: Within certain limits, you may transfer all or part of your
policy value among the variable investment divisions up to 12 times in a policy
year.

Dollar-Cost Averaging: Before the maturity date, you may have automatic
monthly transfers of a predetermined dollar amount made from the money market
investment division to other variable investment divisions. Certain minimums
and other restrictions apply.

Illustrations: Sample projections of hypothetical death benefits and policy
values are in

3
<PAGE>

Appendix B to this prospectus. These projections may help you:

(a) understand (i) the long-term effects of different levels of investment
performance and (ii) the charges and deductions under the policy; and

(b) compare the policy to other life insurance policies.

The projections also show the value of the initial premium accumulated with
interest and demonstrate that the policy value may be low (compared to the
premium plus accumulated interest) if the policy is surrendered in the early
policy years. Therefore, the policy should not be purchased as a short-term
investment.

Financial Information: Our financial statements, and financial statements
for the variable investment divisions, are in Appendix E to this prospectus.

Inquiries

If you have questions about your policy or need to make changes, contact
your financial representative who sold you the policy, or contact us at:

United Investors Life Insurance Company
Variable Products Division
P. O. Box 156
Birmingham, Alabama 35201-0156
Telephone: (205) 325-4300

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

The policy is not available in all states. This prospectus does not offer
the policies in any jurisdiction where they cannot be lawfully sold. You should
rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.

NOTE: Because this is a summary, it does not contain all the information
that may be important to you. You should read this entire prospectus and the
Target/United Funds, Inc. prospectus carefully before investing.

4
<PAGE>

United Investors Life Variable Account
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The variable investment divisions are "sub-accounts" or divisions of the
United Investors Life Variable Account (the "Variable Account"). We established
the Variable Account as a segregated asset account on January 5, 1987. The
Variable Account will receive and invest the premiums allocated to the variable
investment divisions. Our Variable Account is currently divided into eleven
investment divisions. Each division invests exclusively in shares of a single
portfolio of Target/United Funds, Inc. Income, gains and losses arising from
the assets of each investment division are credited to or charged against that
division without regard to income, gains or losses from any other investment
division of the Variable Account or arising out of any other business we may
conduct.

The assets in the Variable Account are our property. However, the assets
allocated to the variable investment divisions under the policy are not
chargeable with liabilities arising out of any other business that we may
conduct. The Variable Account is registered with the SEC as a unit investment
trust under the Investment Company Act of 1940 (the "1940 Act"). It meets the
definition of a "separate account" under the Federal securities law. However,
the SEC does not supervise the management or investment practices or policies
of the Variable Account or us.

Target/United Funds, Inc.

The Variable Account invests in shares of Target/United Funds, Inc., a
mutual fund with the following investment portfolios:

1. Asset Strategy Portfolio;

2. Balanced Portfolio;

3. Bond Portfolio;

4. Growth Portfolio;

5. High Income Portfolio;

6. Income Portfolio;

7. International Portfolio;

8. Limited-Term Bond Portfolio;

9. Money Market Portfolio;

10. Science and Technology Portfolio; and

11. Small Cap Portfolio.

The assets of each portfolio of Target/United Funds, Inc. are separate from the
assets of the other portfolios. Thus, each portfolio operates separately, and
the income, gains, or losses of one portfolio have no effect on the investment
performance of any other portfolio.

5
<PAGE>

The investment objectives and policies of each portfolio are summarized
below. There is no assurance that any of the portfolios will achieve their
stated objectives. More detailed information, including a description of risks,
is in the Target/United Funds, Inc. prospectus, which accompanies this
prospectus.

<TABLE>
<CAPTION>
Portfolio Investment Objective and Certain Policies
- ----------------------------------------------------------------------------------------
<S> <C>
Asset Strategy The Asset Strategy Portfolio seeks high total return over the long
term. It diversifies among stocks, bonds, and short-term
instruments, both in the United States and abroad.
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Balanced The Balanced Portfolio primarily seeks current income with a
secondary goal of long-term appreciation of capital by investing in
a variety of securities, including debt securities, common stocks
and preferred stocks.
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Bond The Bond Portfolio seeks current income with an emphasis on
preservation of capital. It invests primarily in debt securities of
varying yields, qualities, and maturities.
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Growth The Growth Portfolio primarily seeks capital growth. As a secondary
goal it seeks current income. It invests primarily in common stocks
or securities convertible into common stocks.
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High Income The High Income Portfolio primarily seeks high current income. As a
secondary goal it seeks capital growth when consistent with the
primary goal. It invests primarily in high-yield, high risk fixed-
income securities (commonly known as "junk bonds"), but may have up
to 20% of its assets in common stocks. High-yield fixed-income
securities may have an increased risk of default and greater market
price volatility than higher rated securities due to various
circumstances. (See "Debt Securities" in the Target/United Funds,
Inc. prospectus for a further description of the risk factors.)
- ----------------------------------------------------------------------------------------
Income The Income Portfolio primarily seeks to maintain current income,
subject to market conditions, with a secondary goal of capital
growth. It invests primarily in common stocks or securities
convertible into common stocks that have a record of paying regular
dividends on common stock or have the potential for capital growth
or that may be expected to resist market decline.
- ----------------------------------------------------------------------------------------
International The International Portfolio primarily seeks long-term appreciation
of capital with a secondary goal of current income by investing
primarily in securities issued by companies or governments of any
nation.
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Limited-Term Bond The Limited-Term Bond Portfolio seeks a high level of current
income consistent with preservation of capital by investing
primarily in debt securities of investment grade, including debt
securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities. The portfolio seeks to maintain a
dollar-weighted average maturity of its portfolio of two to five
years.
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Money Market The Money Market Portfolio seeks to maximize current income
consistent with stability of principal. It may invest in money
market securities such as bank obligations and instruments secured
by bank obligations, commercial paper and corporate debt
obligations and obligations of the U.S. and Canadian Governments or
their respective agencies and instrumentalities. Investments in the
money market portfolio are neither insured nor guaranteed by the
U.S. Government. There is no assurance that the portfolio will be
able to maintain a net asset value of $1.00 per share.
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
Portfolio Investment Objective and Certain Policies
- ---------------------------------------------------------------------------------------------
<S> <C>
Science and Technology The Science and Technology Portfolio seeks long-term capital growth
through investments primarily in science and technology securities.
- ---------------------------------------------------------------------------------------------
Small Cap The Small Cap Portfolio seeks capital growth through a diversified
holding of securities, primarily in the common stocks of, or
securities convertible into the common stocks of, relatively new or
unseasoned companies, companies which are in their early stages of
development or smaller companies positioned in new and emerging
industries where the opportunity for rapid growth is above average.
</TABLE>

Target/United Funds, Inc. is designed to provide an investment vehicle for
variable annuity and variable life insurance contracts issued by various
insurance companies. For more information about the risks associated with the
use of the same funding vehicle for both variable annuity and variable life
insurance contracts of various insurance companies, see the Target/United
Funds, Inc. prospectus.

Fund Management and Fees

Waddell & Reed Investment Management Company, the manager of Target/United
Funds, Inc., provides investment advisory services to its portfolios. The
manager is a wholly-owned subsidiary of Waddell & Reed, Inc., which is a
wholly-owned subsidiary of Waddell & Reed Financial Services, Inc., a holding
company. Waddell & Reed Financial Services, Inc. is a wholly-owned subsidiary
of Waddell & Reed Financial, Inc., a publicly held company. The manager
provides investment advice to and supervises investments of a number of mutual
funds. The manager maintains a large staff of experienced investment personnel
and a full complement of related support facilities. Each Target/United Funds
portfolio pays the manager a fee for managing its investments. The fee consists
of two elements:

(i) a specific fee computed each day on the portfolio's net asset value at
the following annual rates; and

<TABLE>
<CAPTION>
Portfolio Specific Fee (%)
--------- ----------------
<S> <C>
Asset Strategy............................................. 0.30%
Balanced................................................... 0.10%
Bond....................................................... 0.03%
Growth..................................................... 0.20%
High Income................................................ 0.15%
Income..................................................... 0.20%
International.............................................. 0.30%
Limited-Term Bond.......................................... 0.05%
Money Market............................................... 0.00%
Science and Technology..................................... 0.20%
Small Cap.................................................. 0.35%
</TABLE>

(ii) the portfolio's proportionate share of a base fee computed each day on
the combined net asset values of all the portfolios at the following
annual rates:

<TABLE>
<CAPTION>
Group Net Asset
Level ($ millions) Base Fee (%)
------------------ ------------
<S> <C>
<$750........................................................... 0.51%
$750-$1,500..................................................... 0.49%
$1,500-$2,250................................................... 0.47%
>$2,250......................................................... 0.45%
</TABLE>

The base fee is computed on the combined net asset value of all eleven
portfolios of Target/United Funds, Inc. For 1998, the base fee rate was 0. %.
[1998 rate to be provided when available]

7
<PAGE>

The Policy
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Applying for a Policy

To purchase a policy, you must complete an application, submit it to our
home office (at the address listed on page 4 of this prospectus), and pay an
initial premium of at least $5,000. (See "Premiums" below). The initial premium
must be paid prior to the policy's effective date. (We will only accept a
premium that complies with our underwriting rules.) Coverage becomes effective
as of the policy's effective date. If the proposed insured dies before the
policy's effective date, our sole obligation will be to return the premium paid
plus any interest earned on it.

Generally, we will issue a policy covering an insured up to age 75 (on his
or her birthday nearest the policy's effective date) if evidence of
insurability satisfies our underwriting rules. Evidence of insurability may
include, among other things, a medical examination of the insured. We reserve
the right not to accept an application for any lawful reason.

"Free Look" Right to Cancel the Policy

During the "free look" period, you may cancel your policy and receive a
refund of the premium that was paid (or the amount required by your state, if
greater). The "free look" period expires 10 days after you receive your policy.
In order to cancel the policy, you must return it by mail or other delivery
before the end of the "free look" period to our home office or to the agent who
sold it to you.

Premiums

The minimum initial premium required to purchase a policy is $5,000. The
minimum death benefit payable under the policy depends on the amount of the
initial premium paid (plus any additional premiums paid, as discussed below)
and the issue age, sex, and risk class of the proposed insured.

Although you can purchase the policy with a single premium, you may pay
additional premiums (within certain limits) after the first policy year. Only
one additional premium (not counting grace period premiums, discussed below)
may be paid in any policy year. Each additional premium that does not require
an increase in the minimum death benefit must be at least $500. Each additional
premium that does require an increase in the minimum death benefit must be at
least $5,000 and is subject to certain conditions. (See "Changing the Minimum
Death Benefit.")

Aside from any additional premium you may pay voluntarily, additional
premiums may be required to keep the policy in force. (See "Grace Period and
Termination.") Total premiums paid in a policy year may not exceed guideline
premium limitations for life insurance set forth in the Internal Revenue Code.
We reserve the right to reject any premium that would result in the policy
being disqualified as life insurance under the Code and will refund any
rejected premium. (See "Tax Considerations.")

Allocation of Premiums. In the application for the policy, you specify (in
whole percentages, from 0% to 100%) how you want the initial premium allocated
among the investment divisions of the Variable Account.

Between the date that we receive the initial premium and the policy's
effective date, the initial premium is held in our general account and is
credited with interest as if it had been invested in the money market
investment division of the Variable Account. From the policy's effective date
to the seventeenth day after the policy's effective date or the first business
day thereafter, the initial premium plus any accrued interest will be allocated
to the money market investment division. At the end of this period, your policy
value will be transferred to other investment divisions of the Variable Account
in accordance with the allocation instructions in your application. The
seventeen-day period includes the 10-day "Free Look" period, plus 7 days for
processing and policy delivery.

8
<PAGE>

Additional premiums not requiring our approval will be allocated in
accordance with your instructions on the date of receipt. If our approval is
required, the additional premium will be held in our general account and
credited with interest as if it had been invested in the money market
investment division until the date of approval. Then we will invest the
additional premium (and interest credited) in accordance with your written
instructions. If no instructions are given, then the additional premium will be
invested in the same proportions that the value of each variable investment
division bears to your existing variable account value.

Your policy value will vary with the investment performance of the variable
investment divisions you select, and you bear the entire investment risk for
the amounts allocated to the Variable Account. In addition to affecting the
policy value, investment performance may also affect the death benefit payable
under the policy. You should periodically review your allocation of policy
value in light of all relevant factors, including market conditions and your
overall financial planning requirements.

Grace Period and Termination. A policy will terminate on the earliest of:

(a) the date the policy is surrendered;

(b) the end of the grace period;

(d) the policy's maturity date.

If the loan balance exceeds the policy value less surrender charges, or if
the surrender value is insufficient to cover the annual deduction, then the
policy will terminate without value unless, during a grace period of 61 days--
from the date notice is mailed to you--you pay a grace period premium
sufficient to keep the policy in force. The grace period premium will not
exceed the amount by which the loan balance exceeds the policy value less
surrender charges, plus any accrued and unpaid annual deduction as of the date
of the notice. Payment of the grace period premium will be sufficient to keep
the policy in force until the next policy anniversary, regardless of investment
performance. If the grace period premium is not paid before the expiration of
the grace period, the policy will terminate without value. If the insured dies
during the grace period, then any loan balance or overdue annual deduction will
be deducted from the death benefit to determine the proceeds payable.

Transfers

You may transfer all or part of your policy value from one variable
investment division to one or more of the other variable investment divisions
up to 12 times in a policy year. There is no charge for making transfers. The
minimum amount that may be transferred out of a variable investment division is
$1,000 or, if less, your variable account value in that variable investment
division. Transfers are not allowed during the "free look" period.

Transferring the value of one variable investment division into two or more
variable investment divisions counts as one transfer request. However,
transferring the values of two variable investment divisions into one variable
investment division counts as two transfer requests.

Transfer requests may be made by satisfactory written or telephone request
(if we have your written authorization for telephone requests on file). We have
the authority to honor any telephone transfer request believed to be authentic.
We employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. For example, you may be required to use a personal
identification number to initiate a telephone transfer. We will not be liable
for the consequences of a fraudulent telephone transfer request we believe to
be authentic when we have followed those procedures. As a result, you bear the
risk of loss arising from such a fraudulent request if you give us
authorization for telephone transfers.

9
<PAGE>

A transfer will take effect on the date we receive the request if it is
received by 4:00 p.m. Eastern time; otherwise it will take effect on the
following business day. We may, however, defer transfers under the same
conditions that we may delay paying proceeds. (See "Requesting Payments.") We
reserve the right to modify, restrict, suspend or eliminate the transfer
privileges, including telephone transfer privileges, at any time, for any
reason.

Dollar-Cost Averaging

The dollar-cost averaging program permits you to systematically transfer a
set dollar amount from the money market investment division to up to four of
the other variable investment divisions on a monthly basis prior to the
policy's maturity date. Automatic transfers will be made on the day of the
month selected in your application if a business day, or on the first business
day thereafter. The minimum automatic transfer amount is $100. If the transfer
is to be made to more than one variable investment division, a minimum of $25
must be transferred to each variable investment division selected. The dollar-
cost averaging method of investment is designed to reduce the risk of making
purchases only when the price of units is high, but you should carefully
consider your financial ability to continue the program over a long enough
period of time to purchase units when their value is low as well as when it is
high. Dollar-cost averaging does not assure a profit or protect against a loss.

You may elect to participate in the dollar-cost averaging program at any
time by sending us a written request. Once elected, dollar-cost averaging
remains in effect from the date we receive your request until the value of the
money market investment division under your policy is depleted, or until you
cancel your participation in the program by written request or by telephone.
There is no additional charge for dollar-cost averaging. A transfer under this
program is not counted as a transfer for purposes of the 12-transfer limit
discussed above. We reserve the right to discontinue offering the dollar-cost
averaging program at any time and for any reason.

Surrender of the Policy

You may surrender your policy for its surrender value by sending a written
request to our home office. Only full surrenders are allowed; partial
surrenders are not permitted. Surrenders will ordinarily be paid within seven
days after we receive your written request. (See "Delay or Suspension of
Payments.")

Upon surrender of your policy, we will pay you the surrender value. The
surrender value is:

(a) the policy value; minus

(b) any loan balance; minus

Coverage under the policy will terminate as of the date we receive your
written request for surrender. Surrenders may be taxable transactions. (See
"Tax Considerations.")

Policy Loans

A loan taken from, or secured by, a policy may have Federal income tax
consequences. (See "Tax Considerations.")

After the first policy year, you may borrow against your policy in an amount
up to the loan value. The loan value is 90% of the policy value, less surrender
charges and interest to the next policy anniversary. You may borrow in one or
more separate loans any amount up to the difference between the loan value and
any existing loan balance. We charge an effective annual interest rate of 6% on
all loans. We include interest until the next policy anniversary in determining
the maximum loan value. The loan balance equals the total of all

10
<PAGE>

outstanding policy loans and accrued interest on these loans. The loan value of
the policy is the sole security for the loan. The minimum loan amount is $200.
If you request more than four loans in any one policy year, we deduct a $25
transaction charge for each additional loan.

We will transfer an amount equal to each policy loan from the variable
investment divisions to our general account as security for the loan balance.
We will allocate the amount to be transferred in the same proportion that the
value of each variable investment division bears to your variable account
value, unless you specify the variable investment divisions from which the loan
is to be made. We will credit the amounts transferred to our general account
(equal to the loan balance) with interest earnings at an effective annual rate
of 4.0%. Currently, an additional 2.0% (for a total of 6.0%) is credited on
loaned amounts that do not exceed the policy value less the total premiums
paid, excluding grace period premiums. We may change this additional interest
rate in the future. Your variable account value is reduced by the amount
transferred to our general account (to secure the loan balance), including loan
interest charges that become part of the loan because they are not paid when
due.

Loan interest is charged daily and is due on each policy anniversary (or
when the loan is paid back). If loan interest is not paid when due, it will be
added to the principal of the loan and interest shall be charged thereon. In
this case, the unpaid interest will be taken from the variable investment
divisions in the same proportion that the value of each variable investment
division bears to your variable account value.

If the loan balance exceeds the policy value less surrender charges, the
policy will terminate without value unless premium payments sufficient to keep
the policy in force are made by the end of the grace period. (See "Grace Period
and Termination.")

Effect of Policy Loan. A policy loan will affect your policy in several
ways.

First, a policy loan will permanently affect the policy value, even if the
loan is repaid. The effect could be favorable or unfavorable depending on
whether the investment return of the variable investment divisions selected by
you is less than or greater than the net interest rate credited to the amount
transferred to the general account securing the loan (currently 0% or -2%). In
comparison to a policy under which no loan is outstanding, the policy value
will be lower if the net interest rate credited to the amount in the general
account securing a loan is less than the investment return of the variable
investment divisions and greater if the general account net interest rate is
higher than the investment return of the variable investment divisions.

Second, if the death benefit becomes payable while a policy loan is
outstanding, the loan balance will be deducted in calculating the death benefit
proceeds.

Third, your policy will terminate if the loan balance exceeds the policy
value less surrender charges. The policy may terminate unless you pay a
sufficient additional premium to avoid termination during a 61-day grace
period.

Repayment of the Loan Balance. You may repay all or part of the loan balance
at any time while the insured is alive and the policy is in force. Repayments
must be in amounts of at least $200 or the outstanding loan balance if less.
Amounts we receive while a loan is outstanding will be considered a loan
repayment unless you instruct otherwise.

Upon repayment of the loan balance, the portion of the repayment allocated
to each variable investment division will be transferred from our general
account and increase your variable account value in that variable investment
division. The repayment will be allocated among the variable investment
divisions in the same proportion that the value of each variable investment
division bears to the variable account value, unless you instruct us otherwise.
We will allocate the repayment of the loan balance to the variable investment
divisions when the repayment is received.

11
<PAGE>

Postponement of a Loan. We will usually pay loan proceeds within seven days
after we receive your written request. However, loans may be deferred under
certain circumstances. (See "Delay or Suspension of Payments.")

Requesting Payments

Written requests for payment must be sent to our home office. We will
ordinarily pay any death benefit, loan amount, or surrender value within seven
days after we receive all the documents required for such a payment. Other than
the death benefit, which is determined as of the date of the insured's death,
the amount of any payment will be determined as of the date our home office
receives all required documents.

Telephone requests may be allowed by us in certain circumstances.

Delay or Suspension of Payments. We may delay making a payment of any amount
from the variable investment divisions or processing a transfer request if:

(a) the disposal or valuation of the Variable Account's assets is not
reasonably practicable because

(i) the New York Stock Exchange is closed for other than a regular
holiday or weekend,

(ii) trading is restricted by the SEC, or

(iii) the SEC declares that an emergency exists; or

(b) the SEC by order permits postponement of payment to protect our policy
owners.

We also may defer making payments attributable to a premium check that has
not cleared your bank.

The policy offers a wide variety of optional ways of receiving proceeds
payable under the policy other than in a lump sum. An authorized United
Investors agent can explain these options to you. None of these options varies
with the investment performance of a variable investment division because they
are all forms of fixed-benefit annuities.

Reports to Owners

At least once a year, you will be sent a report showing information about
your policy for the period covered by the report. You will also receive an
annual and a semi-annual report for each portfolio underlying a variable
investment division to which you have allocated net premiums or transferred
policy value, as required by the 1940 Act. In addition you will receive a
written confirmation of each transaction when you pay premiums, make transfers,
or take out a policy loan.

Other Policy Provisions

The policy contains provisions addressing the following matters:

Dividends. The policy is non-participating. This means that no dividends
will be paid on the policy. The policy will not share in our profits or surplus
earnings.

Incontestability. After the policy has been in force during the insured's
lifetime for a period of two years from the policy's effective date, the policy
limits our right to contest the policy as issued, except for material
misstatements contained in any application. This also applies to reinstatements
and increases in the insurance amount, once two years have elapsed since the
reinstatement date or effective date of the increase.

Suicide Exclusion. The policy limits the death benefit if the insured dies
by suicide (while sane or insane) within two years after the policy's effective
date. In this instance, our liability will be limited to the total premiums
paid less any loan balance.

12
<PAGE>

If the insured dies by suicide (while sane or insane) within two years after
the effective date of any increase in insurance requiring evidence of good
health, the proceeds payable under the policy shall be:

(a) reduced by the excess, if any, of the net amount at risk (death benefit
minus policy value) on the date of the death over the net amount at
risk immediately before the effect date of increase; and

(b) increased by the cost of insurance changes deducted from policy value
for this excess.

Reinstatement. If the grace period has expired, you may reinstate the policy
by:

(a) submitting a written request at any time within three years after the
end of the grace period and before the policy's maturity date;

(b) providing us with satisfactory evidence of insurability;

(d) repaying or reinstating any loan balance which existed on the policy at
the end of the grace period.

If we approve the reinstatement, then:

(a) the effective date of reinstatement will be the date of your written
request or the date the required additional premium is paid, if later;

(b) the death benefit will be reset to its level at the end of the grace
period; and

(See the policy form for additional information.)

Misstatement of Age or Sex. The death benefit and any other amount paid will
be adjusted if the insured's age or sex has been misstated. The benefits paid
will reflect the correct age and sex.

Right to Exchange for Fixed Life Insurance. Once during the first two policy
years, you have the right to exchange the policy for a single premium life
insurance policy that provides for benefits that do not vary with the
investment return of the variable investment divisions. We will not require
evidence of insurability. We will require that:

(a) this original policy be in force;

(b) you file a written request; and

The new policy will have the same initial death benefit, effective date and
issue age as the original policy. The premium for the new policy will be based
on our rates in effect on its effective date for the same class of risk as
under the original policy. Upon request, we will inform you of the single
premium for the new policy, and any extra sum required or allowance to be made
for a premium or cash value adjustment that takes appropriate account of the
premium and values under both the original policy and the new policy. If
required, a detailed statement of the method of computing such an adjustment
has been filed with the insurance regulator of the states where the policies
are delivered.

Entire Contract. The entire contract is made up of the policy and the
written application. All statements made in the application, in the absence of
fraud, are considered representations and not warranties. We can use only the
statements made in the written application to defend a claim or void the
policy.

13
<PAGE>

Other Changes. We may make changes in the policy at any time if we believe
the changes are:

(a) necessary to assure compliance at all times with the definition of life
insurance in the Internal Revenue Code;

(b) necessary to make the policy, our operations, or the operation of the
Variable Account conform with any law or regulation issued by any
government agency to which they are subject;

(d) necessary or appropriate to conform the policy to, or give you the
benefit of, any Federal or state statute, rule, or regulation.

Only an executive officer of United Investors has the right to change the
policy. No agent has the authority to change the policy or waive any of its
terms. All endorsements, amendments, or riders must be signed by one of our
executive officers to be valid.

Assignment and Change of Owner

You may assign the policy subject to its terms. We will not be responsible
for the validity or effect of any assignment, and no assignment will be binding
upon us until we receive a written copy of it at our home office. Because an
assignment may be a taxable event, you should consult a qualified tax advisor
before making an assignment. (See "Tax Considerations" below.)

Unless you inform us otherwise in writing, you may change the policy owner
while the insured is alive and the policy is in force. The change will take
effect the date you sign the request, but the change will not affect any
payments we make or other action we have taken before we receive the request.
Because a change of policy owner may have tax consequences, you should consult
a qualified tax advisor before changing the owner. (See "Tax Considerations.")
A change of policy owner does not change the beneficiary designation. (See
"Beneficiary.")

Any such assignment or change of owner must be in a written form acceptable
to us. (We may require you to send us your policy before making the change.)

Charges and Deductions
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Deductions from Premiums

We do not impose any charge or deduction against the initial premium prior
to its allocation to the Variable Account. However, we do deduct a sales load
of 6.0%, and a premium tax charge of 2.5%, of any additional premiums
(excluding grace period premiums) prior to their allocation to the Variable
Account.

Annual Deduction

On each policy anniversary, we deduct several charges to compensate us for
certain costs and expenses. We make the deductions pro rata from each of the
variable investment divisions to which your variable account value is
allocated. This is called the "annual deduction."

14
<PAGE>

Deductions on Each of the First Ten Policy Anniversaries. On each of your
first ten policy anniversaries, we deduct a charge equal to 1.20% of the
initial premium. This charge consists of 0.85% for sales expenses, 0.10% for
underwriting and issue expenses, and 0.25% for premium taxes. Each of these
charges is discussed below.

<TABLE>
<C> <S>
Sales Expenses The 0.85% charge is for certain sales and
other distribution expenses incurred at the
time the policies are issued, including agent
sales commissions, the cost of printing
prospectuses and sales literature,
advertising, and other marketing and sales
promotional activities.
- -------------------------------------------------------------------------------
Underwriting and Issue Expenses The 0.10% charge compensates us for initial
underwriting costs and for certain expenses
incurred in issuing the policy, including the
cost of processing applications, conducting
medical examinations, determining
insurability, and establishing records.
- -------------------------------------------------------------------------------
State and Local Premium Taxes The 0.25% charge compensates us for the
average premium tax expense incurred when
issuing the policy. We currently incur state
premium taxes ranging from 1.75% to 3.50%. In
some states, localities charge additional
premium taxes.
</TABLE>

Cost of Insurance. On each policy anniversary (including the first ten), we
deduct a mortality charge to compensate us for the cost of insurance for the
preceding policy year. Specifically, this charge is designed to compensate us
for the anticipated cost of paying death benefits to the beneficiaries of
insureds who die while the policy is in force. On the policy's effective date,
the death benefit is substantially higher than the initial premium payment. As
the insured grows older and if investment results have been sufficiently
favorable, then the difference between the policy value and the death benefit
will become smaller. Until the policy's maturity date, the death benefit will
always be higher than the policy value. To enable us to pay this amount at
risk, we deduct the mortality charge.

The mortality charge is based on the policy's net amount at risk (which is
the difference between the death benefit and the policy value as of the end of
the policy year) and on the attained age, sex and risk class of the insured. We
will determine annual cost of insurance rates based upon our expected future
mortality experience. The rates are guaranteed not to exceed the maximum cost
of insurance rates specified in the policy, which are contained in the 1980
Commissioners' Standard Ordinary Mortality Table, Age Nearest Birthday, or a
multiple thereof for substandard classes.

Administrative Expenses. On each policy anniversary (including the first
ten), we deduct a $50 charge to compensate us for expenses we incur in
administering the policy. These expenses include costs of maintaining records,
processing death benefit claims, surrenders, transfers, policy loans and policy
changes, providing reports to policy owners, and overhead costs. There is not
necessarily a relationship between the amount of the charge imposed on a
particular policy and the amount of administrative expenses that may be
attributable to that Policy.

Mortality and Expense Risk Charge

We deduct a daily charge from the Variable Account at an effective annual
rate of 0.60% of the average daily net assets of each variable investment
division to compensate us for assuming certain mortality and expense risks
under the policy. We may realize a profit from this charge and may use the
profit for any purpose, including distribution expenses. We may not increase
the level of this charge, which is guaranteed for the life of the policy. The
mortality risk is the risk that the cost of insurance charges specified in the
policy will be insufficient to meet actual claims. The expense risk is the risk
that the other expense charges may be insufficient to cover the actual expenses
we incur in connection with the policy.

15
<PAGE>

Federal Taxes

Currently no charge is made to the Variable Account for Federal income taxes
(or the burden thereof) that may be attributable to the Variable Account. We
may, however, make such a charge in the future. We may also make charges for
other taxes, if any, attributable to the Variable Account. (See "Tax
Considerations.")

Surrender Charge

If you surrender the policy during the first eight policy years, then we
will deduct a surrender charge as a percentage of the initial premium, as
specified in the following table of surrender charges:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Policy Year: 1st 2nd 3rd 4th 5th 6th 7th 8th 9th or greater
- ---------------------------------------------------------------------
Surrender Charge %: 8% 7% 6% 5% 4% 3% 2% 1% none
</TABLE>

No surrender charge applies after the first eight policy years. Because the
surrender charge is based on the amount of the initial premium, the dollar
amount of the charge will decrease each policy year by a fixed amount
regardless of the investment experience of the Variable Account.

We will deduct the surrender charge from the proceeds payable upon surrender
to partially compensate us for sales expenses incurred in connection with the
policy. These expenses include agent sales commissions, the cost of printing
prospectuses and sales literature, advertising, and other marketing and sales
promotional activities.

The amounts we derive from the surrender charge, along with the deduction on
the first ten policy anniversaries for sales expenses and the sales load
deducted from additional premiums, may not be sufficient to cover the policy's
distribution expenses. We may recover any deficiency from our general assets
(which include amounts derived from the mortality and expense risk charge and
mortality gains).

Fund Expenses

The value of the assets of the Variable Account will reflect the investment
advisory fee, 12b-1 fee, and other expenses incurred by the portfolios. For
more information, see the "Summary" of this prospectus and the accompanying
prospectus for Target/United Funds, Inc.

Reduction in Charges for Certain Groups

We may waive or reduce the charges for sales expenses (including the
surrender charge) and administrative expenses, on policies that have been sold
to:

(a) our employees and sales representatives, or those of our affiliates or
distributors of the policy; or

(b) individuals or groups of individuals where the sale of the policy
results in savings of administrative or commission expenses.

Policy Values
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Policy Value

On the policy's maturity date, the proceeds payable under a policy are equal
to the policy value less any loan balance. The policy may be surrendered at any
time for the surrender value, which is equal to the policy value less any loan
balance and less any applicable surrender charge. (See "Surrender Charge.") The
policy

16
<PAGE>

value equals the variable account value plus the loan balance. The policy value
will begin to vary immediately to reflect:

(a) the investment performance of the variable investment divisions to
which the policy value is allocated;

(b) any loan activity; and

There is no guaranteed minimum policy value.

Variable Account Value

Your policy's variable account value is equal to the sum of the values
attributed to your policy in the investment divisions of the Variable Account.
The variable account value equals the policy value less any loan balance. The
value of each variable investment division is calculated first on the policy's
effective date and thereafter on each normal business day. On the policy's
effective date, the value attributed to your policy in the variable investment
divisions is equal to the amount of the initial premium plus any accrued
interest from the date of the receipt of the initial premium to the policy's
effective date. On any business day thereafter, the value attributed to your
policy in each variable investment division equals what it was on the previous
business day, multiplied by the appropriate net investment factor for the
current business day increased and/or decreased by the amounts specified below.

The value of a variable investment division increases by:

(a) the amount of any net premium payments allocated to the variable
investment division during the current business day;

(b) the amount of any transfers from other variable investment divisions
during the current business day; and

The value of a variable investment division decreases by:

(a) the amount of any transfers to other variable investment divisions
during the current business day;

(b) the portion of any annual deduction allocated to the variable
investment division during the current business day; and

(c) the amount of any loan or loan interest transferred from the variable
investment division during the current business day.

Unit Values. When you allocate an amount to a variable investment division,
either by net premium allocation, transfer of policy value or repayment of a
policy loan, your policy is credited with units in that variable investment
division. The number of units is determined by dividing (i) the amount
allocated, transferred or repaid to the variable investment division by (ii)
the variable investment division's unit value for the business day when the
allocation, transfer or repayment is effected. The number of units credited to
a policy will decrease when:

(a) the allocated portion of the annual deduction is taken from the
variable investment division;

(b) a policy loan is taken from the variable investment division; or

17
<PAGE>

A variable investment division's unit value is an index we use to measure
investment performance. Each variable investment division's unit value varies
to reflect the investment experience of its underlying portfolio, and may
increase or decrease from one business day to the next. Each variable
investment division's unit value was arbitrarily set at $1.00 when the variable
investment division was established. The unit value is determined on each
business day by multiplying the unit value for the variable investment division
on the prior business day by the variable investment division's net investment
factor for the current business day.

Net Investment Factor. The net investment factor is an index applied to
measure the investment performance of a variable investment division from one
business day to the next. The net investment factor may be greater or less than
one, so the value of a variable investment division may increase or decrease.

The net investment factor for any variable investment division for any
business day is determined by dividing (a) by (b) and subtracting (c) from the
result, where:

(a) is:

(1) the net asset value per share of the portfolio shares held in the
variable investment division determined at the end of the current
business day; plus

(2) the per share amount of any dividend or capital gain distributions
on the portfolio shares held in the variable investment division,
if the "ex-dividend" date occurs during the current business day;
plus or minus

(3) a charge or credit for any taxes reserved for the current business
day which we determine to have resulted from the investment
operations of the variable investment division;

(b) is:

(1) the net asset value per share of the portfolio shares held in the
variable investment division, determined at the end of the last
prior business day; plus or minus

(2) the charge or credit for any taxes reserved for the last prior
business day; and

Death Benefits
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

If the insured dies while the policy is in force and prior to the policy's
maturity date, we will pay the death benefit when we receive satisfactory proof
at our home office of the insured's death. (See "Requesting Payments.") The
death benefit will be paid to the beneficiary named in the policy.

Amount of Death Benefit Payable

The amount of death benefit payable will never be less than the policy's
minimum death benefit (reduced by any outstanding policy loans) so long as the
policy remains in force. You may select from a range of initial minimum death
benefits. The minimum death benefit can be an amount determined by treating the
premium paid as equal to 100% of Guideline Single Premiums (as defined for
Federal income tax purposes). At your option, the minimum death benefit can
also be an amount not greater than 133% of that amount. (See "Grace Period and
Termination.")

The death benefit payable under the policy is the greater of:

(a) the minimum death benefit; or

(b) the policy value on the date of death multiplied by the applicable
death benefit factor for the insured's attained age shown in Appendix A
to this prospectus.

18
<PAGE>

The policy value will begin to vary on the policy's effective date to
reflect the investment performance of the amounts allocated under your policy
to the investment divisions of the Variable Account. There is no guarantee that
the policy value will increase (it may decrease), nor is there any guarantee
that the death benefit payable will increase above the minimum death benefit.

The minimum death benefit is shown in your policy. Payment of additional
premiums may require an increase in the minimum death benefit to continue the
policy as a contract of life insurance for Federal income tax purposes. We will
send a new Policy Data page to you whenever the minimum death benefit changes
due to the payment of additional premiums under your policy.

We will compute the amount of the death benefit as of the end of the
business day during which the insured dies or, if not a business day, the first
business day thereafter. We will pay the death benefit proceeds upon receiving
proof of the insured's death. The proceeds may be paid in a lump sum or under
one of the payment options set forth in the policy. (See "Payment Options.")
The death benefit proceeds are the death benefit payable, reduced by any
outstanding loan balance.

Sample Death Benefits. The following table shows sample initial minimum
death benefits for initial premiums of $10,000 and $25,000 at female age 35 and
male age 55.

Initial Minimum Death Benefit

<TABLE>
<CAPTION>
Initial Premium: $10,000 $25,000
-------------------------------------------------
Least Greatest Least Greatest
Age Amount Amount Amount Amount
-------------------------------------------------
<S> <C> <C> <C> <C>
35 female....... $62,365 $82,945 $164,860 $219,264
-------------------------------------------------
55 male......... $24,039 $31,972 $ 62,499 $ 83,124
</TABLE>

A higher death benefit provides more insurance and, of course, costs more.
Thus, a higher death benefit will result in a higher mortality charge. (See
"Cost of Insurance.")

Changing the Minimum Death Benefit

You may request an increase or a decrease in the minimum death benefit once
each policy year after the first policy year. The minimum death benefit may not
be decreased if it would cause a policy to fail to qualify as a contract of
life insurance for Federal income tax purposes.

At your request (as policy owner), or to keep premiums from exceeding the
limit qualifying the policy as a contract of life insurance for Federal income
tax purposes, we will increase the minimum death benefit of your policy,
provided:

(a) the increased amount plus any other existing insurance does not, in our
opinion, exceed an appropriate maximum amount of coverage on the
insured's life;

(b) satisfactory evidence of insurability for the insured's risk class is
furnished to us; and

We will notify you as to the acceptable amount of any increase in the
minimum death benefit and refund any excess premium. The accepted premium must
equal or exceed a minimum additional premium.

19
<PAGE>

Beneficiary

You designate the beneficiary (or beneficiaries) when you apply for the
policy. You may change the designated beneficiary (or beneficiaries) by
submitting a satisfactory written request to us. The change will take effect on
the date the request was signed, but it will not apply to payments we make
before we accept the written request. If no beneficiary is living at the
insured's death, we will pay the death benefit proceeds to you, if living, or
to your estate.

Tax Considerations
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The following discussion is general and is not intended as tax advice.

Introduction

The following summary provides a general description of the Federal income
tax considerations relating to the policy. This summary is based upon our
understanding of the present Federal income tax laws as they are currently
interpreted by the Internal Revenue Service ("IRS"). Because of the complexity
of such laws and the fact that tax results will vary according to the factual
status of the specific policy involved, tax advice from a qualified tax advisor
may be needed by a person contemplating the purchase of a policy or the
exercise of certain elections under the policy. These comments concerning
Federal income tax consequences are not an exhaustive discussion of all tax
questions that might arise under the policy. Further, these comments do not
take into account any Federal estate tax and gift, state, or local tax
considerations which may be involved in the purchase of a policy or the
exercise of certain elections under the policy. For complete information on
such Federal and state tax considerations, a qualified tax advisor should be
consulted. We do not make any guarantee regarding the tax status of any policy,
and the following summary is not intended as tax advice.

Tax Status of the Policy

In order to qualify as a life insurance contract for Federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under Federal tax law, a policy must satisfy certain requirements
which are set forth in the Internal Revenue Code. Guidance as to how these
requirements are to be applied is limited. Nevertheless, we believe that the
policies should satisfy the applicable requirements. If it is subsequently
determined that a policy does not satisfy the applicable requirements, we may
take appropriate steps to bring the policy into compliance with such
requirements and we reserve the right to restrict policy transactions in order
to do so.

In certain circumstances, owners of variable life insurance contracts have
been considered for Federal income tax purposes to be the owners of the assets
of the variable account supporting their contracts due to their ability to
exercise investment control over those assets. Where this is the case, the
contract owners have been currently taxed on income and gains attributable to
variable account assets. There is little guidance in this area, and some
features of the policies, such as the flexibility of a policy owner to allocate
premium payments and policy values, have not been explicitly addressed in
published rulings. While we believe that the policies do not give policy owners
investment control over Variable Account assets, we reserve the right to modify
the policies as necessary to prevent a policy owner from being treated as the
owner of the Variable Account assets supporting the policy.

In addition, the Code requires that the investments of the Variable Account
be "adequately diversified" in order for the policies to be treated as life
insurance contracts for Federal income tax purposes. It is intended that the
Variable Account, through Target/United Funds, Inc. will satisfy these
diversification requirements.

20
<PAGE>

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

Tax Treatment of Policy Benefits

In General. We believe that the death benefit under a policy should be
excludable from the gross income of the beneficiary. Federal, state and local
transfer, and other tax consequences of ownership or receipt of policy proceeds
depend on the circumstances of each policy owner or beneficiary. A tax advisor
should be consulted on these consequences.

Generally, the policy owner will not be deemed to be in constructive receipt
of the policy value until there is a distribution. When distributions from a
policy occur, or when loans are taken out from or secured by a policy, the tax
consequences depend on whether the policy is classified as a "Modified
Endowment Contract."

Modified Endowment Contracts. Because of the premium level contemplated
under the policy, policies entered into after June 20, 1988 will in most
circumstances be treated as modified endowment contracts. Moreover, a policy
entered into before June 21, 1988 that is "materially changed" after June 20,
1988 may in certain circumstances be treated as a modified endowment contract.
With respect to a policy entered into before June 21, 1988, a change in such
policy's minimum death benefit, the payment of an additional premium, or the
exchange of such a policy, among other things, may cause a material change to
such a policy, which could result in the treatment of the policy (or the new
policy in the case of an exchange) as a modified endowment contract. The
"material change" rules for determining when a policy entered into before June
21, 1988 will be treated as a modified endowment contract are extremely
complex. Therefore, a policy owner should consult a competent tax advisor
before paying any additional premium or effecting any other change in
(including an exchange of) a policy entered into before June 21, 1988. In
addition, a life insurance contract received in exchange for a policy
classified as a modified endowment contract will be treated as a modified
endowment contract.

Distributions Other than Death Benefits from Policies Classified as Modified
Endowment Contracts. Policies classified as modified endowment contracts will
be subject to the following tax rules:

(1) First, all distributions, including distributions upon surrender and
benefits paid at maturity, from such a policy are treated as ordinary
income subject to tax up to the amount equal to the excess (if any) of
the policy value immediately before the distribution over the
"investment in the policy" (described below) at such time.

(2) Second, loans taken from, or secured by, such a policy (including
unpaid loan interest that is added to the principal of a loan) are
treated as distributions from such a policy and taxed accordingly.

(3) Third, a 10 percent additional 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:

(a) is made on or after the policy owner reaches actual age 59 1/2,

(b) is attributable to the policy owner's becoming disabled, or

(c) is part of a series of substantially equal periodic payments for
the life (or life expectancy) of the policy owner or the joint
lives (or joint life expectancies) of the policy owner and the
policy owner's beneficiary.

Distributions Other than Death Benefits from Policies that Are Not Modified
Endowment Contracts. Distributions other than death benefits from a policy that
is not classified as a modified endowment contract are generally treated first
as a recovery of the policy owner's investment in the policy and only after

21
<PAGE>

the recovery of all investment in the policy as taxable income. However,
certain distributions which must be made in order to enable the policy to
continue to qualify as a life insurance contract for Federal income tax
purposes if policy benefits are reduced during the first 15 policy years may be
treated in whole or in part as ordinary income subject to tax.

Loans from or secured by a policy that is not a modified endowment contract
are generally not treated as distributions. However, the tax consequences
associated with policy loans that are outstanding after the first 15 policy
years are less clear and a tax advisor should be consulted about such loans.

Finally, neither distributions from nor loans from or secured by a policy
that is not a modified endowment contract are subject to the 10 percent
additional income tax.

Policy Loan Interest. Interest paid on a policy loan generally is not tax-
deductible. The policy owner should consult a competent tax advisor if the
deductibility of interest paid on a policy loan is an important issue.

Investment in the Policy. "Investment in the policy" means:

(a) the aggregate amount of any premiums or other consideration paid for a
policy; minus

(b) the aggregate amount received under the policy which is excluded from
the gross income of the policy owner (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

(c) 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 policy owner.

Multiple Policies. All modified endowment contracts that are issued by us
(or our affiliates) to the same policy owner during any calendar year are
treated as one modified endowment contract for purposes of determining the
amount includable in gross income.

Other Policy Owner Tax Matters. The tax consequences of continuing the
policy beyond the insured's 100th year are unclear. You should consult a tax
advisor if you intend to keep the policy in force beyond the insured's 100th
year.

Businesses can use the policies in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, tax exempt and nonexempt welfare
benefit plans, retiree medical benefit plans and others. The tax consequences
of such plans may vary depending on the particular facts and circumstances. If
you are purchasing the policy for any arrangement the value of which depends in
part on its tax consequences, you should consult a qualified tax advisor. In
recent years, moreover, Congress has adopted new rules relating to life
insurance owned by businesses. Any business contemplating the purchase of a new
policy or a change in an existing policy should consult a tax advisor.

Possible Tax Law Changes. Although the likelihood of legislative changes is
uncertain, there is always the possibility that the tax treatment of the policy
could change by legislation or otherwise. Consult a tax advisor with respect to
legislative developments and their effect on the policy.

Taxation of United Investors

We incur state and local premium taxes. The amount of the charge we deduct
for such taxes is discussed above under "Charges and Deductions." At the
present time, we make no charge to the Variable Account for any Federal, state
or local taxes (other than state and local premium taxes) that it incurs which
may be

22
<PAGE>

attributable to the Variable Account or to the policies. Nevertheless, we
reserve 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 we
determine to be properly attributable to the Variable Account or to the
policies.

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 policies described in this
prospectus contain guaranteed purchase rates for certain payment options that
generally distinguish between men and women. Accordingly, employers and
employee organizations should consider, in consultation with their 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.

Other Information
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

United Investors Life Insurance Company

We were incorporated in the State of Missouri on August 17, 1981, as the
successor to a company of the same name established in Missouri on September
27, 1961. We are a stock life insurance company, indirectly owned by Torchmark
Corporation. Our principal business is selling life insurance and annuity
contracts. We are admitted to do business in the District of Columbia and all
states except New York.

Preparing for Year 2000. Existing computer programs of many businesses were
developed with a two-digit identification of the year of a transaction without
consideration of the upcoming change in century or millennium in the year 2000.
This means that "00" is used to identify the year, and computers may interpret
this incorrectly as the year 1900 instead of 2000. If this fact were ignored,
many computer programs could fail or produce erroneous results, creating
considerable uncertainty and potentially adversely affecting operations or
business.

We have been in the process of modifying our computer system and
applications for the year 2000. We substantially completed this project during
1998, and will conduct final testing in 1999. We have primarily used internal
staff for this conversion but are also using outside consultants where
necessary. The cost of this project, which is immaterial to our financial
position, is expensed as incurred.

As a part of our activities, we rely on and communicate electronically with
other financial institutions and various other organizations which have
computer systems that may not be year 2000 compliant. Where possible, we are
verifying that these other business systems are now year 2000 compliant or are
in the process of becoming compliant. If these systems are not compliant, the
potential interruptions to our operations and cost to our business may be
significant.

Published Ratings. We may publish (in advertisements, sales literature, and
reports to policy owners) the ratings and other information assigned to us by
one or more independent insurance industry analysts or rating organizations
such as A. M. Best Company, Standard & Poor's Corporation, and Weiss Research,
Inc. These ratings reflect the organization's current opinion of an insurance
company's financial strength and operating performance in comparison to the
norms for the insurance industry; they do not reflect the strength,
performance, risk, or safety (or lack thereof) of the variable investment
divisions. The claims-paying ability rating as measured by Standard & Poor's is
an opinion of an operating insurance company's financial capacity to meet its
obligations under its outstanding insurance and annuity policies.

23
<PAGE>

Sale of the Policies

Waddell & Reed, Inc. of 6300 Lamar, Overland Park, Kansas, is the principal
underwriter of the policies. Waddell & Reed, Inc. is a corporation organized
under the laws of the state of Delaware in 1981, is registered as a broker-
dealer under the Securities Exchange Act of 1934, and is a member of the
National Association of Securities Dealers, Inc. (the "NASD"). The Policies may
not be available in all states. Waddell & Reed, Inc. may enter into written
sales agreements with various broker-dealers to aid in the sale of the
policies. A commission plus bonus compensation may be paid to broker-dealers or
agents in connection with sales of the policies.

Changing the Variable Account

We have the right to make changes to, and to modify how we operate, the
Variable Account. Specifically, we have the right to:

(a) add investment divisions to, or remove investment divisions from, the
Variable Account;

(b) combine the Variable Account with other separate accounts;

(c) replace the shares of a portfolio by substituting shares of another
portfolio of Target/United Funds, Inc. or another investment company

(1) if shares of the portfolio are no longer available for investment,
or

(2) if, in our judgment, continued investment in the portfolio is
inappropriate in view of the purposes of the Variable Account;

(d) end the registration of the Variable Account under the 1940 Act;

(e) disregard instructions from policy owners (only if required by state
insurance regulatory authorities or otherwise pursuant to insurance law
or regulation) regarding a change in the investment objectives of a
portfolio or the approval or disapproval of an investment advisory
agreement; and

(f) operate the Variable Account or one or more of its investment divisions
in any other form allowed by law, including a form that permits direct
investments in individual securities (rather than solely investments in
a mutual fund shares).

Voting of Portfolio Shares

We are the legal owner of portfolio shares held in the investment divisions
of the Variable Account and therefore have the right to vote on all matters
submitted to shareholders of the portfolios. However, to the extent required by
law, we will vote shares held in the variable investment divisions at meetings
of the shareholders of the portfolios in accordance with instructions received
from policy owners. Target/United Funds, Inc. does not hold regular annual
shareholder meetings. To obtain voting instructions from policy owners before a
meeting of shareholders of a particular portfolio, we may send voting
instruction material, a voting instruction form and any other related material
to policy owners with policy value in the variable investment division
corresponding to that portfolio. We will vote shares held in a variable
investment division for which no timely instructions are received in the same
proportion as those shares for which voting instructions are received. If the
applicable Federal securities laws, regulations or interpretations thereof
change to permit us to vote shares of the portfolios in our own right, then we
may elect to do so. We may, if required by state insurance officials, disregard
policy owners' voting instructions if such instructions would require us to
vote the shares so as to cause a change in sub-classification or investment
objectives of one or more of the portfolios, or to approve or disapprove an
investment advisory agreement. In addition, we may under certain

24
<PAGE>

circumstances disregard voting instructions that would require changes in the
investment policy or investment adviser of a portfolio, provided that we
reasonably disapprove of such changes in accordance with applicable Federal
regulations. If we ever disregard voting instructions, policy owners will be
advised of that action and of our reasons for doing so in our next report to
policy owners.

Addition, Deletion, or Substitution of Investments

We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares of Target/United
Funds, Inc. that are held by the Variable Account (or any of its investment
divisions) or that the Variable Account (or any of its investment divisions)
may purchase. We reserve the right to eliminate the shares of any of the
portfolios of Target/United Funds, Inc. and to substitute shares of another
portfolio of Target/United Funds, Inc. or any other investment vehicle or of
another open-end, registered investment company if:

(a) laws or regulations are changed;

(b) the shares of Target/United Funds, Inc. or one of its portfolios are no
longer available for investment, or;

(c) in our judgment, further investment in any portfolio becomes
inappropriate in view of the purposes of the Investment Division.

We will not substitute any shares attributable to your interest in an
investment division of the Variable Account without notice and prior approval
of the U.S. Securities and Exchange Commission and the insurance regulator of
the state where the policy was delivered, if required. Nevertheless, the
representations in this prospectus will not prevent the Variable Account from
purchasing other securities for other series or classes of policies, or from
permitting a conversion between series or classes of policies on the basis of
requests made by policy owners.

We also reserve the right to establish additional investment divisions of
the Variable Account, each of which would invest in a new portfolio of
Target/United Funds, Inc., or in shares of another investment company or
suitable investment, with a specified investment objective. We may establish
new variable investment divisions when, in our sole discretion, marketing needs
or investment conditions warrant. We may make available any new variable
investment divisions to existing policy owners, and will do so on a basis that
we will determine. We may also eliminate one or more variable investment
divisions if, in our sole discretion, marketing, tax, or investment conditions
warrant.

In the event of any such substitution or change, we may, by appropriate
endorsement, make such changes in this and other policies as may be necessary
or appropriate to reflect such substitution or change. If we deem it to be in
the best interests of persons having voting rights under the policies, the
Variable Account may be:

(a) operated as a management company under the Investment Company Act of
1940;

(b) deregistered under that Act in the event such registration is no longer
required; or

Other Information

A registration statement under the Securities Act of 1933 has been filed
with the SEC relating to the offering described in this prospectus. This
prospectus does not include all the information set forth in the registration
statement. That information may be obtained at the SEC's principal office in
Washington, D.C. by paying the SEC's prescribed fees.

25
<PAGE>

Litigation

No legal or administrative proceeding is pending that would have a material
effect upon the Variable Account.

Legal Matters

Legal advice regarding certain matters relating to Federal securities laws
applicable to the issuance of the policy described in this prospectus has been
provided by Sutherland Asbill & Brennan LLP of Washington, D.C.

Experts

Our balance sheets as of December 31, 1998 and 1997, and the related
statements of operations, shareholder's equity, and cash flows for each of the
years in the three-year period ended December 31, 1998 and the balance sheet of
United Investors Life Variable Account as of December 31, 1998 and the related
statement of operations and changes in net assets for the period then ended
have been included herein in reliance upon the report of , independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

Actuarial matters included in this prospectus have been examined by W.
Thomas Aycock, Vice President and Chief Actuary of United Investors, whose
opinion is filed as an exhibit to the registration statement.

Financial Statements

Our financial statements which are included in Appendix E to this prospectus
should be considered only as bearing on our ability to meet our obligations
under the policies. They should not be considered as bearing on the investment
performance of the assets held in the Variable Account.

26
<PAGE>

Appendix A:
Death Benefit Factors
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The death benefit factor is a multiple that ranges between two and one-half
times and one times the policy value. It is 2.50 up to the insured's age 40 and
declines thereafter as the insured's age increases, as specified in the
following table.

<TABLE>
<CAPTION>
Attained Attained Attained
Age Factor Age Factor Age Factor
--------------------------------------------
<S> <C> <C> <C> <C> <C>
0-40 2.50 54 1.57 68 1.17
--------------------------------------------
41 2.43 55 1.50 69 1.16
--------------------------------------------
42 2.36 56 1.46 70 1.15
--------------------------------------------
43 2.29 57 1.42 71 1.13
--------------------------------------------
44 2.22 58 1.38 72 1.11
--------------------------------------------
45 2.15 59 1.34 73 1.09
--------------------------------------------
46 2.09 60 1.30 74 1.07
--------------------------------------------
47 2.03 61 1.28 75-90 1.05
--------------------------------------------
48 1.97 62 1.26 91 1.04
--------------------------------------------
49 1.91 63 1.24 92 1.03
--------------------------------------------
50 1.85 64 1.22 93 1.02
--------------------------------------------
51 1.78 65 1.20 94 1.01
--------------------------------------------
52 1.71 66 1.19 95 + 1.00
--------------------------------------------
53 1.64 67 1.18
</TABLE>

The death benefit factors are based on current requirements under the
Internal Revenue Code. We reserve the right to change the table if the death
benefit factors currently in effect become inconsistent with any Federal income
tax laws and/or regulations.

27
<PAGE>

Appendix B:
Hypothetical Illustrations
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The following tables illustrate how the policy values and death benefits of
a Policy may change with the investment experience of the portfolios of
Target/United Funds, Inc. The tables show how the policy values and death
benefits of a policy issued to an insured of a given age who pays the given
premium at issue would vary over time if the investment return on the assets
held in each portfolio of Target/United Funds, Inc. were a uniform, gross,
after-tax annual rate of 0%, 4%, 8% or 12%. The table on page 30 illustrates a
policy issued to a female age 35 for $10,000 initial premium, standard risk
class with the minimum initial death benefit. The tables on pages 31 and 32
illustrate a policy issued to a male age 55 for $50,000 initial premium,
preferred risk class with the minimum initial death benefit. The policy values
and death benefits would be different from those shown if the gross annual
investment rates of return averaged 0%, 4%, 8% and 12% over a period of years,
but fluctuated above and below those averages for individual policy years.

The second column of the tables shows the value of the premium paid
accumulated at 5% interest. The following columns show the death benefits and
the policy values for uniform hypothetical rates of return shown in these
tables. The table on page 31 is based on the current cost of insurance and
administrative charges. This reflects the basis on which we currently sell the
policy. The maximum cost of insurance rates allowable under the policy are
contained in the 1980 Commissioners' Standard Ordinary Mortality Tables. The
death benefits and policy values shown in the tables on pages 30 and 32 are
based on the assumption that the maximum allowable cost of insurance rates as
described above ("guaranteed cost") and maximum allowable expense deductions
are made throughout the life of the policy.

The values shown assume that a policy owner maintains policy values in equal
proportion among the Asset Strategy, Balanced, Bond, Growth, High Income,
Income, International, Limited-Term Bond, Money Market, Science and Technology,
and Small Cap portfolios of Target/United Funds, Inc. These values take into
account:

(a) a daily average of the investment management fee and other annual
expenses incurred by those eleven portfolios in 1998 (which is
equivalent to the annual rate of . % of the aggregate average daily
net assets of those portfolios);

(b) the daily charge we deduct from each variable investment division for
assuming mortality and expense risks (which is equivalent to an annual
rate of 0.60%);

(1) state and local premium taxes,

(2) underwriting and issue expenses, and

(3) sales expenses,

which are together an annual rate of 1.20% of the initial premium;

(d) the annual deduction for cost of insurance; and

(e) the $50 annual deduction for administrative expenses.

The values shown also take into account the service fee (at an annual rate of
0.25%) under the Service Plan adopted August 31, 1998 by Target/United Funds,
Inc. pursuant to Rule 12b-1 under the Investment Company Act of 1940.

<PAGE>

Taking into account the mortality and expense risk charge of 0.60% and the
charges deducted by Target/United Funds, Inc. for investment management fees,
expenses and "12b-1" service fees, the illustrated gross annual investment
rates of return of 0%, 4%, 8% and 12%, correspond to approximate net annual
rates of - . %, . %, . % and . %, respectively.

The hypothetical values shown in the tables do not reflect charges for any
Federal income tax burden attributable to the Variable Account, since we are
not currently deducting any such charges from the Variable Account. However, we
may deduct such charges in the future and, in that event, the gross annual
investment rate of return would have to exceed 0%, 4%, 8% or 12% by an amount
sufficient to cover the tax charges in order to produce the death benefits and
policy values illustrated. (See "Tax Considerations.")

The tables illustrate the values that would result based upon the
hypothetical investment rates of return if only a single premium is paid and if
no policy loans have been made.

Illustrated values would be different if the proposed insured were another
age.

Upon request, we will provide a comparable illustration based upon the issue
age of a particular proposed insured and the initial death benefit requested
under a policy.

29
<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
FEMALE ISSUE AGE 35 STANDARD RISK CLASS
- --------------------------------------------------------------------------------
$10,000 SINGLE PREMIUM PAYMENT $62,365 MINIMUM DEATH BENEFIT
- --------------------------------------------------------------------------------
MAXIMUM COST OF INSURANCE AND ADMINISTRATIVE CHARGES(/1/)
<TABLE>
<CAPTION>
Assuming Hypothetical Gross
Premium Annual Rate of Return of:
End of Payments plus --------------------------------
Policy Year Interest at 5% 0% 4% 8% 12%
per Year
Death Benefits(/2/)
- --------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............. $62,365 $62,365 $62,365 $ 62,365
2............. 62,365 62,365 62,365 62,365
3............. 62,365 62,365 62,365 62,365
4............. 62,365 62,365 62,365 62,365
5............. 62,365 62,365 62,365 62,365
10............ 62,365 62,365 62,365 62,365
20............ 62,365 62,365 62,365 89,575
30............ (/3/) 62,365 62,365 179,934
Age 65........ (/3/) 62,365 62,365 179,934
- --------------------------------------------------------------
<CAPTION>
Policy Values(/2/)
- --------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............. $10,500 $ 9,838 $10,238 $10,638 $ 11,038
2............. 11,025 9,426 10,220 11,045 11,903
3............. 11,576 9,015 10,195 11,473 12,852
4............. 12,155 8,602 10,162 11,922 13,896
5............. 12,763 8,188 10,121 12,392 15,041
10............ 16,289 6,039 9,730 15,081 22,702
20............ 26,533 2,103 8,857 24,304 57,054
30............ 43,219 (/3/) 5,106 40,505 147,487
Age 65........ 43,219 (/3/) 5,106 40,505 147,487
- --------------------------------------------------------------
<CAPTION>
Surrender Values(/2/)
- --------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............. $ 9,038 $ 9,438 $ 9,838 $ 10,238
2............. 8,726 9,520 10,345 11,203
3............. 8,415 9,595 10,873 12,252
4............. 8,102 9,662 11,422 13,396
5............. 7,788 9,721 11,992 14,641
10............ 6,039 9,730 15,081 22,702
20............ 2,103 8,857 24,304 57,054
30............ (/3/) 5,106 40,505 147,487
Age 65........ (/3/) 5,106 40,505 147,487
</TABLE>

(/1/Current)and maximum charges are the same for female standard risks.
(/2/Assumes)no policy loans have been made.
(/3/In)the absence of an additional premium payment, the policy would have
terminated.

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 rates of return may be
more or less than those shown and will depend on a number of factors, including
the particular allocations made by a policy owner to the variable investment
divisions and different rates of return of the Target/United Funds, Inc.
portfolios. The death benefit and surrender value for a policy would be
different from those shown if actual rates of return averaged 0%, 4%, 8%, and
12% over a period of years, but fluctuated above or below those averages for
individual policy years. No representations can be made that these hypothetical
rates of return can be achieved for any one year or sustained over any period
of time.

30
<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
MALE ISSUE AGE 55 PREFERRED RISK CLASS
- --------------------------------------------------------------------------------
$50,000 SINGLE PREMIUM PAYMENT $126,599 MINIMUM DEATH BENEFIT
- --------------------------------------------------------------------------------
CURRENT COST OF INSURANCE AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
Assuming Hypothetical Gross Annual
Premium Rate of Return of:
End of Payments plus -----------------------------------
Policy Year Interest at 5% 0% 4% 8% 12%
per Year
Death Benefits(/1/)
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............ $126,599 $126,599 $126,599 $126,599
2............ 126,599 126,599 126,599 126,599
3............ 126,599 126,599 126,599 126,599
4............ 126,599 126,599 126,599 126,599
5............ 126,599 126,599 126,599 126,599
10............ 126,599 126,599 126,599 143,779
20............ 126,599 126,599 143,988 325,142
30............ (/2/) 126,599 254,371 832,329
Age 65........ 126,599 126,599 126,599 143,779
- -----------------------------------------------------------------
<CAPTION>
Policy Values(/1/)
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............ $ 52,500 $ 49,190 $ 51,190 $ 53,190 $ 55,190
2............ 55,125 47,275 51,258 55,402 59,706
3............ 57,881 45,333 51,282 57,724 64,678
4............ 60,775 43,360 51,259 60,166 70,163
5............ 63,814 41,351 51,185 62,737 76,220
10............ 81,445 30,446 49,771 77,859 117,851
20............ 132,665 3,097 42,501 134,568 303,871
30............ 216,097 (/2/) (/2/) 242,258 792,694
Age 65........ 81,445 30,446 49,771 77,859 117,851
- -----------------------------------------------------------------
<CAPTION>
Surrender Values(/1/)
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............ $ 45,190 $ 47,190 $ 49,190 $ 51,190
2............ 43,775 47,758 51,902 56,206
3............ 42,333 48,282 54,724 61,678
4............ 40,860 48,759 57,666 67,663
5............ 39,351 49,185 60,737 74,220
10............ 30,446 49,771 77,859 117,851
20............ 3,097 42,501 134,568 303,871
30............ (/2/) (/2/) 242,258 792,694
Age 65........ 30,446 49,771 77,859 117,851
</TABLE>

(/1/Assumes)no policy loans have been made.
(/2/In)the absence of an additional premium payment, the policy would have
terminated.

31
<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
MALE ISSUE AGE 55 PREFERRED RISK CLASS
- --------------------------------------------------------------------------------
$50,000 SINGLE PREMIUM PAYMENT $129,599 MINIMUM DEATH BENEFIT
- --------------------------------------------------------------------------------
MAXIMUM COST OF INSURANCE AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
Assuming Hypothetical Gross Annual
Premium Rate of Return of:
End of Payments plus -----------------------------------
Policy Year Interest at 5% 0% 4% 8% 12%
per Year
Death Benefits(/1/)
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............. $126,599 $126,599 $126,599 $126,599
2............. 126,599 126,599 126,599 126,599
3............. 126,599 126,599 126,599 126,599
4............. 126,599 126,599 126,599 126,599
5............. 126,599 126,599 126,599 126,599
10............ 126,599 126,599 126,599 138,181
20............ (/2/) 126,599 126,599 305,676
30............ (/2/) (/2/) 214,562 768,115
Age 65........ 126,599 126,599 126,599 138,181
- -----------------------------------------------------------------
<CAPTION>
Policy Values(/1/)
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............. $ 52,500 $ 49,190 $ 51,190 $ 53,190 $ 55,190
2............. 55,125 46,956 50,935 55,074 59,376
3............. 57,881 44,658 50,594 57,025 63,971
4............. 60,775 42,288 50,160 59,047 69,031
5............. 63,814 39,837 49,625 61,146 74,615
10............ 81,445 25,771 44,873 72,936 113,264
20............ 132,665 (/2/) 18,600 115,837 285,679
30............ 216,097 (/2/) (/2/) 204,345 731,538
Age 65........ 81,445 25,771 44,873 72,936 113,264
- -----------------------------------------------------------------
<CAPTION>
Surrender Values(/1/)
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1............. $ 45,190 $ 47,190 $ 49,190 $ 51,190
2............. 43,456 47,435 51,574 55,876
3............. 41,658 47,594 54,025 60,971
4............. 39,788 47,660 56,547 66,531
5............. 37,837 47,625 59,146 72,615
10............ 25,771 44,873 72,936 113,264
20............ (/2/) 18,600 115,837 285,679
30............ (/2/) (/2/) 204,345 731,538
Age 65........ 25,771 44,873 72,936 113,264
</TABLE>

(/1/Assumes)no policy loans have been made.
(/2/In)the absence of an additional premium payment, the policy would have
terminated.

32
<PAGE>

Appendix C:
Directors and Officers of United Investors
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

We are managed by a board of directors. The following table sets forth the
name and principal occupations during the past five years of each of our
directors and senior officers. Unless otherwise noted, the address for each
person is United Investors Life Insurance Company, 2001 Third Avenue South,
Birmingham, Alabama 35233.

<TABLE>
<CAPTION>
Name and Position with Principal Occupation
United Investors During the Past Five Years
- ----------------------------------------------------------------------------------------
<S> <C>
W. Thomas Aycock Vice President and Chief Actuary of United Investors since
Director, Vice President November 1992.
and Chief Actuary
- ----------------------------------------------------------------------------------------
Tony G. Brill* Executive Vice President-Administration of United Investors
Director and Executive since September 1998. Senior Vice President of United
Vice President- Investors, March 1998-September 1998. Senior Vice President
Administration of Torchmark Corporation since January 1997. Managing
Partner of KPMG Peat Marwick LLP, Birmingham, Alabama
Office, 1984-January 1997.
- ----------------------------------------------------------------------------------------
Terry W. Davis Vice President-Administration of Liberty National Life
Director Insurance Company and United Investors since December 1996.
Second Vice President-Administration of Liberty National
Life Insurance Company since March 1988.
- ----------------------------------------------------------------------------------------
C.B. Hudson* Chairman of United Investors and Torchmark Corporation since
Chairman of the Board of March 1998. Chairman of Insurance Operations of Torchmark
Directors and Chief Corporation, January 1993-March 1998. Chairman of Liberty
Executive Officer National Life Insurance Company, United American Insurance
Company, and Globe Life Insurance Company since 1991.
- ----------------------------------------------------------------------------------------
Larry M. Hutchison* Vice President and General Counsel of Torchmark since
Director February 1997. Vice President and General Counsel of United
American Insurance Company since 1992.
- ----------------------------------------------------------------------------------------
Michael J. Klyce Vice President of Torchmark Corporation since January 1984.
Vice President and
Treasurer
- ----------------------------------------------------------------------------------------
John H. Livingston Secretary and Counsel of United Investors since May 1995.
Director, Secretary and Secretary and Associate Counsel of United Investors,
Counsel December 1994-May 1995. Associate Counsel of United
Investors, July 1990-December 1994.
- ----------------------------------------------------------------------------------------
James L. Mayton, Jr. Vice President & Controller of Liberty National Life
Vice President and Insurance Company since January 1985.
Controller
</TABLE>

33
<PAGE>

* Principal business address: Torchmark Corporation, 3700 South Stonebridge,
McKinney, Texas 75070.

34
<PAGE>

Appendix D:
Glossary
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Attained Age The age of the insured on his or her birthday nearest the beginning
of each policy year.
- ----------------------------------------------------------------------------------------------
Beneficiary The person or persons to whom the policy's death benefit is payable
when the insured dies, as named in the application unless
subsequently changed.
- ----------------------------------------------------------------------------------------------
Business Day Monday through Friday, excluding customary U.S. business holidays
on which the New York Stock Exchange is not open for trading. Those
holidays currently are: New Year's Day; Martin Luther King, Jr.
Day; Presidents' Day; Good Friday; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day.
- ----------------------------------------------------------------------------------------------
Cash Surrender Value Policy value less any applicable surrender charges.
- ----------------------------------------------------------------------------------------------
Death Benefit The amount of insurance payable under the policy when the insured
dies.
- ----------------------------------------------------------------------------------------------
Grace Period Premium That portion of the payment described in the grace period provision
of the policy which represents accrued and unpaid annual
deductions.
- ----------------------------------------------------------------------------------------------
Insured The person whose life is insured by the policy.
- ----------------------------------------------------------------------------------------------
Issue Age The age of the insured on his or her birthday nearest the policy's
effective date.
- ----------------------------------------------------------------------------------------------
Loan Balance The sum of all outstanding loans on the policy, plus any accrued
loan interest.
- ----------------------------------------------------------------------------------------------
Maturity Date The date when the proceeds of the policy are payable if the insured
is still living.
- ----------------------------------------------------------------------------------------------
Minimum Death Benefit The least amount of death benefit payable while the policy remains
in force. It is determined by the insured's age at death, sex, risk
class, and the amount of initial and any additional premiums paid.
- ----------------------------------------------------------------------------------------------
Net Investment Factor The index used to measure the investment performance of a variable
investment division from one business day to the next.
- ----------------------------------------------------------------------------------------------
Net Premium The premium paid less any deduction for sales expenses or premium
taxes.
- ----------------------------------------------------------------------------------------------
Payee The beneficiary, or any other person, estate or legal entity to
whom benefits are to be paid under the policy.
- ----------------------------------------------------------------------------------------------
Policy Anniversary The same day and month as the policy's effective date each year
that the policy remains in force. If the policy anniversary falls
on a date other than a business day, the next following business
day will be deemed the policy anniversary.
- ----------------------------------------------------------------------------------------------
Policy's Effective Date The date from which policy anniversaries and policy years are
determined. Your policy's effective date is shown in your policy.
- ----------------------------------------------------------------------------------------------
Policy Value The sum of the variable account value and any loan balance.
- ----------------------------------------------------------------------------------------------
Policy Year A year that begins on the policy's effective date or on a policy
anniversary.
- ----------------------------------------------------------------------------------------------
Proceeds The amount payable under a policy (i) when the insured dies, (ii)
on the policy's maturity date, or (iii) when the policy is
surrendered.
- ----------------------------------------------------------------------------------------------
Surrender Value Proceeds of the policy if it is surrendered prior to the maturity
date. It is the policy value, less any loan balance and any
applicable surrender charge.
</TABLE>

35
<PAGE>

<TABLE>
<S> <C>
Terminate Discontinuation of all the policy's insurance coverage because the
policy is no longer in force.
- --------------------------------------------------------------------------------------------
Variable Account United Investors Life Variable Account, a separate account of
United Investors Life Insurance Company.
- --------------------------------------------------------------------------------------------
Variable Account Value The sum of the values of the variable investment divisions under a
policy.
- --------------------------------------------------------------------------------------------
Variable Investment One of the eleven investment divisions of the Variable Account.
Division
- --------------------------------------------------------------------------------------------
We, Us, Our, or United United Investors Life Insurance Company.
Investors
- --------------------------------------------------------------------------------------------
Written Request A request signed in writing by the policy owner.
- --------------------------------------------------------------------------------------------
You or Your The policy owner.
</TABLE>

36
<PAGE>

Appendix E:
Financial Statements
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[To be provided by amendment]

37
<PAGE>

PART II
-------
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.

RULE 484 UNDERTAKING
--------------------

In-so-far as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Directors, officers and controlling persons of the
Registrant, 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.

REPRESENTATIONS PURSUANT TO SECTION 26(e)(2)(A)
-----------------------------------------------

United Investors Life Insurance Company hereby represents that the fees and
charges deducted under the variable life policy form, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by United Investors.
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

The Facing Sheet.
The Prospectus consisting of __ pages.
The Undertaking to File Reports.
The Undertaking Pursuant to Rule 484.
Representation Pursuant to Section 26(e)(2)(A) of the Investment Company
Act.
The Signatures.
Written consents of the following persons:
(a) Counsel (included in Exhibit 3).
(b) Sutherland Asbill & Brennan LLP
(c) W. Thomas Aycock (included in Exhibit 6).
(d) Independent Auditors.

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

1. A.

(1) Resolution of the Board of Directors of United Investors
establishing the Variable Account.\1\

(2) Not Applicable.

(3) (a) Principal Underwriting Agreement.\3\
(b) Not applicable.
(c) Commission Schedule.\4\

(4) Not Applicable.

(5) Policy Form.\1\
(a) Policy Endorsement, VL94.\4\

(6) (a) Certificate of Incorporation of United Investors.\1\
(b) By-Laws of United Investors.\1\

(7) Not Applicable.

(8) Participation Agreement for Target/United Funds, Inc.\3\

(9) Not Applicable.

(10) Application Form.\2\

(11) Memorandum describing United Investors' issuance, transfer, and
redemption procedures for the Policy.\2\

2. See Exhibit 1(5).

3. Opinion and consent of Counsel.\5\

4. No financial statements are omitted from Prospectus pursuant to
Instruction 1(b) or (c) of Part I.

5. Not Applicable.

6. Opinion and Consent of W. Thomas Aycock, Vice President and Chief
Actuary of United Investors.\5\
<PAGE>

7. Consent of Sutherland Asbill & Brennan LLP.\5\

8. Consent of Independent Auditors.\5\

___________________
\1\ Incorporated herein by reference to the Exhibit filed electronically
with Post-Effective Amendment No. 12 to Form S-6 Registration Statement,
File 33-11465, filed on April 30, 1998(previously filed on January 22,
1987 as an Exhibit to the Form S-6 Registration Statement, File No.
33-11465).

\2\ Incorporated herein by reference to the Exhibit filed electronically
with Post-Effective Amendment No. 12 to Form S-6 Registration Statement,
File 33-11465, filed on April 30, 1998 (previously filed as an Exhibit
to Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement,
File No. 33-11465).

\3\ Incorporated herein by reference to the Exhibit filed electronically
with Post-Effective Amendment No. 12 to Form S-6 Registration Statement,
File 33-11465, filed on April 30, 1998 (previously filed as an Exhibit
to Post-Effective Amendment No. 5 to the Form S-6 Registration
Statement, File No. 33-11465).

\4\ Incorporated herein by reference to the Exhibit filed electronically
with Post-Effective Amendment No. 12 to Form S-6 Registration Statement,
File 33-11465, filed on April 30, 1998 (previously filed as an Exhibit
to Post-Effective Amendment. No. 8 to the Form S-6 Registration
Statement, File No. 33-11465).

\5\ To be filed by Amendment.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, United Investors Life Variable Account, has duly caused this
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
Birmingham, Alabama on the 23rd day of February, 1999.

United Investors Life Variable Account
(Registrant)

(Seal) United Investors Life Insurance Company
(Depositor)

Attest: /s/ John H. Livingston By: /s/ Anthony L. McWhorter
---------------------------- ----------------------------------
John H. Livingston Anthony L. McWhorter
Secretary and Counsel President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following Directors and
Officers of United Investors Life Insurance Company in the capacities and on the
Dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>

/s/ C. B. Hudson Chairman of the Board of Directors February 23, 1999
- -------------------------- and Chief Executive Officer
C. B. Hudson

/s/ Anthony L. McWhorter Director and President February 23, 1999
- --------------------------
Anthony L. McWhorter

/s/ W. Thomas Aycock Director, Vice President and February 23, 1999
- -------------------------- Chief Actuary
W. Thomas Aycock

/s/ Tony G. Brill Director and Executive Vice February 23, 1999
- -------------------------- President - Administration
Tony G. Brill

Senior Vice President - Marketing
- -------------------------- -----------
Mark S. McAndrew

Director
- -------------------------- -----------
Larry M. Hutchison

/s/ Michael J. Klyce Vice President and Treasurer February 23, 1999
- --------------------------
Michael J. Klyce

/s/ James L. Mayton, Jr. Vice President and Controller February 23, 1999
- --------------------------
James L. Mayton, Jr.

/s/ John H. Livingston Director, Secretary and Counsel February 23, 1999
- --------------------------
John H. Livingston

/s/ Carol A. McCoy Director and Assistant Secretary February 23, 1999
- --------------------------
Carol A. McCoy
</TABLE>

<PAGE>

Signature Title Date
- --------- ----- ----

/s/ Ross W. Stagner Director and Vice President February 23, 1999
- -------------------------
Ross W. Stagner

/s/ Terry W. Davis Director February 23, 1999
- -------------------------
Terry W. Davis