MIDLAND NATIONAL LIFE SEPARATE ACCOUNT A
497, 1999-09-30
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Flexible Premium Variable Life Insurance Contract
(Variable Universal Life 3)

Issued by
Midland National Life Insurance Company
(through Midland National Life Separate Account A)

Supplement dated September 1, 1999
to Prospectus dated May 1, 1999

The Midland Variable Universal Life 3 now contains a lower premium tax
charge and includes two new investment options as explained below:

Reduced Premium Tax Charge:
     The deduction from your premium payments for the premium tax
charge has been lowered from 2.5% to 2.25%.

New Investment Options:
  Lord Abbett Mid-Cap Value (hereinafter referred to as Lord Abbett VC
Mid-Cap Value)
  Lord Abbett VC International (hereinafter referred to as Lord Abbett
VC International)

The Investment Objectives of the two newly available mutual fund
portfolios are as follows:

Portfolio                                Objective
Lord Abbett VC Mid-Cap Value     Seeks capital appreciation through
                                 investments, primarily in equity
                                 securities which are believed to be
                                 undervalued in the marketplace.
Lord Abbett VC International     Seeks long-term capital appreciation,
                                 by investing, primarily in equity
                                 securities of non-U.S. issuers.

The two new portfolios each invest in shares of the corresponding
portfolio of the Lord Abbett Series Fund, Inc. (variable contract
class).  The Investment Adviser of this Fund is Lord, Abbett & Co.

The table on the following page summarizes the charges and deductions
that may be applicable to an investment in the two portfolios listed
above.  These charges and deductions are explained in the prospectus
for the Variable Universal Life 3 and the prospectus for the individual
portfolios.

This Prospectus Supplement must be accompanied or preceded by the
Prospectus dated May 1, 1999 for the Variable Universal Life 3 and by
the Prospectus dated February 10, 1999 for
each Fund portfolio listed above.

As with all the fund portfolios described in your May 1, 1999
prospectus, the fund portfolios described above are not available for
purchase directly by the general public, and are not the same as the
mutual funds with very similar or nearly identical names that are sold
directly to the public.  However, the investment objectives and
policies of the portfolios are very similar to the investment
objectives and policies of other (publicly available) mutual fund
portfolios that have very similar or nearly identical names and that
are or may be managed by Lord, Abbett & Co.  Nevertheless, the
investment
performance and results of the above two fund portfolios may be lower,
or higher than the investment results of any of the other (publicly
available) available portfolios.  There can be no assurance and no
representation is made, that the investment results of any of the
available portfolios will be comparable to the investment results of
any other portfolio or mutual fund, even if the other portfolio or
mutual fund has the same investment advisor or manager and the same
investment objectives and policies and a very similar or nearly
identical name.

This Prospectus Supplement provides very limited information about the
two newly available Fund
portfolios.  The prospectuses for these portfolios, which accompany
this Prospectus Supplement, describe the investment objectives,
policies and risks of the portfolio.  The information in the Prospectus
Supplement is qualified in its entirety by the information included in
the prospectus for the Variable Universal Life 3 and the prospectus for
the two new portfolios.
In addition to fees and charges deducted under the Contracts (described
in the Prospectus for the Variable Universal Life 3), certain fees and
charges are deducted by Lord, Abbett & Co. for managing each
portfolio's investments and providing services to each portfolio.  The
table below summarizes these portfolio expenses:

Portfolio Annual Expenses (1)
(as a percentage of Portfolio average net assets)

                                    Management    Other      Total
Portfolio                              Fees    Expenses(3) Expenses(2)
Lord Abbett VC Mid-Cap Value Portfolio  0.75%     0.35%     1.10%
Lord Abbett VC International Portfolio  1.00%     0.35%     1.35%

(1) The fund data was provided by Lord Abbett Distributor LLP.  Midland
has not independently
verified the accuracy of the Fund data.

(2)These portfolios were not available during the prior year.
Therefore, the expenses are based on expenses anticipated to be
incurred during 1999.

(3) Lord, Abbett & Co. has entered into an expense reimbursement
agreement with Lord Abbett VC Mid-Cap Value and Lord Abbett VC
International under which Lord, Abbett & Co. will reimburse each
portfolio if and to the extent such portfolio's Other Expenses
(excluding management fees) exceed or would otherwise exceed 0.35%.

The 2.5% premium tax charge stated in your May 1, 1999 prospectus is
modified by this supplement to the lower 2.25% premium tax charge.
Midland continues to reserve the right to increase this charge if our
premium tax expenses increase and to vary the charge by state.  As
stated in your prospectus, we will notify you if we increase this
charge from the 2.25% rate.  The 2.25% premium tax charge is the tax we
expect to pay based on the retaliatory provisions of most states.

All other provisions relating to the premium tax charge will remain as
they are stated in your May 1, 1999 prospectus.  Please read your
prospectus for further details about the premium tax charge.

The illustrations of Contract Funds, Cash Surrender Values and Death
Benefits listed in the Illustrations section of your Variable Universal
Life 3 prospectus assume an average Portfolio Annual Expense which does
not recognize the expenses of the two new portfolios discussed above
nor does it recognize the lower premium tax charge of 2.25%.  The
average Portfolio Annual Expense as of December 31, 1998 which includes
the two new portfolios is 0.80%.  The 0.80% is higher than the 0.76%
expense average annual expense stated in your May 1, 1999 prospectus.
The use of the higher 0.80% average fund
portfolio expense and the lower 2.25% premium tax charge will result in
higher cash values in the early years of the illustrations and lower
cash values in the later years of the illustrations relative to the
cash values shown in your Variable Universal Life 3 prospectus date May
1, 1999.  Please contact your agent or Midland National Life (at the
address shown in your Variable Universal Life 3 prospectus)  if you
wish to receive an illustarion using the new 0.80% average portfolio
expense and the 2.25% premium tax charge for your particular policy.

The two new portfolios both contain an expense reimbursement
arrangement whereby the portfolio's Other Expenses (excluding
management fees) have a limit of 0.35%.  Without this arrangement, the
portfolio's Other Expenses may have been anticipated to be higher than
0.35%.  This would result in an average portfolio expense which is
greater than the 0.80%.  The use of an average portfolio expense which
is greater than 0.80% would result in lower cash values than what are
illustrated with a 0.80% average portfolio expense.  Midland cannot
predict whether such expense reimbursement arrangements will continue.

Flexible Premium Variable Life Insurance Contract
(Variable Universal Life 3)

Issued by
Midland National Life Insurance Company
(through Midland National Life Separate Account A)

Supplement dated September 1, 1999
to Prospectus dated May 1, 1999

The Midland Variable Universal Life 3 now contains a lower premium tax
charge and includes two new investment options as explained below:

Reduced Premium Tax Charge:
     The deduction from your premium payments for the premium tax
charge has been lowered from 2.5% to 2.25%.

New Investment Options:
  Lord Abbett Mid-Cap Value (hereinafter referred to as Lord Abbett VC
Mid-Cap Value)
  Lord Abbett VC International (hereinafter referred to as Lord Abbett
VC International)

The Investment Objectives of the two newly available mutual fund
portfolios are as follows:

Portfolio                             Objective
Lord Abbett VC Mid-Cap Value     Seeks capital appreciation through
                                 investments, primarily in equity
                                 securities which are believed to be
                                 undervalued in the marketplace.
Lord Abbett VC International     Seeks long-term capital appreciation,
                                 by investing, primarily in equity
                                 securities of non-U.S. issuers.

The two new portfolios each invest in shares of the corresponding
portfolio of the Lord Abbett Series Fund, Inc. (variable contract
class).  The Investment Adviser of this Fund is Lord, Abbett & Co.

The table on the following page summarizes the charges and deductions
that may be applicable to an investment in the two portfolios listed
above.  These charges and deductions are explained in the prospectus
for the Variable Universal Life 3 and the prospectus for the individual
portfolios.

This Prospectus Supplement must be accompanied or preceded by the
Prospectus dated May 1, 1999 for the Variable Universal Life 3 and by
the Prospectus dated February 10, 1999 for
each Fund portfolio listed above.

As with all the fund portfolios described in your May 1, 1999
prospectus, the fund portfolios described above are not available for
purchase directly by the general public, and are not the same as the
mutual funds with very similar or nearly identical names that are sold
directly to the public.  However, the investment objectives and
policies of the portfolios are very similar to the investment
objectives and policies of other (publicly available) mutual fund
portfolios that have very similar or nearly identical names and that
are or may be managed by Lord, Abbett & Co.  Nevertheless, the
investment
performance and results of the above two fund portfolios may be lower,
or higher than the investment results of any of the other (publicly
available) available portfolios.  There can be no assurance and no
representation is made, that the investment results of any of the
available portfolios will be comparable to the investment results of
any other portfolio or mutual fund, even if the other portfolio or
mutual fund has the same investment advisor or manager and the same
investment objectives and policies and a very similar or nearly
identical name.

This Prospectus Supplement provides very limited information about the
two newly available Fund
portfolios.  The prospectuses for these portfolios, which accompany
this Prospectus Supplement, describe the investment objectives,
policies and risks of the portfolio.  The information in the Prospectus
Supplement is qualified in its entirety by the information included in
the prospectus for the Variable Universal Life 3 and the prospectus for
the two new portfolios.
In addition to fees and charges deducted under the Contracts (described
in the Prospectus for the Variable Universal Life 3), certain fees and
charges are deducted by Lord, Abbett & Co. for managing each
portfolio's investments and providing services to each portfolio.  The
table below summarizes these portfolio expenses:

Portfolio Annual Expenses (1)
(as a percentage of Portfolio average net assets)

                                     Management   Other      Total
Portfolio                               Fees    Expenses(3) Expenses(2)
Lord Abbett VC Mid-Cap Value Portfolio   0.75%    0.35%        1.10%
Lord Abbett VC International Portfolio   1.00%    0.35%        1.35%

(1) The fund data was provided by Lord Abbett Distributor LLP.  Midland
has not independently
verified the accuracy of the Fund data.

(2)These portfolios were not available during the prior year.
Therefore, the expenses are based on expenses anticipated to be
incurred during 1999.

(3) Lord, Abbett & Co. has entered into an expense reimbursement
agreement with Lord Abbett VC Mid-Cap Value and Lord Abbett VC
International under which Lord, Abbett & Co. will reimburse each
portfolio if and to the extent such portfolio's Other Expenses
(excluding management fees) exceed or would otherwise exceed 0.35%.

The 2.5% premium tax charge stated in your May 1, 1999 prospectus is
modified by this supplement to the lower 2.25% premium tax charge.
Midland continues to reserve the right to increase this charge if our
premium tax expenses increase and to vary the charge by state.  As
stated in your prospectus, we will notify you if we increase this
charge from the 2.25% rate.  The 2.25% premium tax charge is the tax we
expect to pay based on the retaliatory provisions of most states.

All other provisions relating to the premium tax charge will remain as
they are stated in your May 1, 1999 prospectus.  Please read your
prospectus for further details about the premium tax charge.

The illustrations of Contract Funds, Cash Surrender Values and Death
Benefits listed in the Illustrations section of your Variable Universal
Life 3 prospectus assume an average Portfolio Annual Expense which does
not recognize the expenses of the two new portfolios discussed above
nor does it recognize the lower premium tax charge of 2.25%.  The
average Portfolio Annual Expense as of December 31, 1998 which includes
the two new portfolios is 0.80%.  The 0.80% is higher than the 0.76%
expense average annual expense stated in your May 1, 1999 prospectus.
The use of the higher 0.80% average fund
portfolio expense and the lower 2.25% premium tax charge will result in
higher cash values in the early years of the illustrations and lower
cash values in the later years of the illustrations relative to the
cash values shown in your Variable Universal Life 3 prospectus date May
1, 1999.  Please contact your agent or Midland National Life (at the
address shown in your Variable Universal Life 3 prospectus)  if you
wish to receive an illustarion using the new 0.80% average portfolio
expense and the 2.25% premium tax charge for your particular policy.

The two new portfolios both contain an expense reimbursement
arrangement whereby the portfolio's Other Expenses (excluding
management fees) have a limit of 0.35%.  Without this arrangement, the
portfolio's Other Expenses may have been anticipated to be higher than
0.35%.  This would result in an average portfolio expense which is
greater than the 0.80%.  The use of an average portfolio expense which
is greater than 0.80% would result in lower cash values than what are
illustrated with a 0.80% average portfolio expense.  Midland cannot
predict whether such expense reimbursement arrangements will continue.

6810

STK99VL3.txt



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