MIDLAND NATIONAL LIFE SEPARATE ACCOUNT A, 485BPOS, 2000-04-26

MIDLAND NATIONAL LIFE SEPARATE ACCOUNT A
485BPOS, 2000-04-26

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Securities and Exchange Commission
450 5 Street, N.W.
Washington, DC 20549

RE: Midland National Life Separate Account A
File Number 333-14061

Commissioners:

Enclosed for filing is a complete copy, including exhibits, of
Post-Effective Amendment Number 5 to the above referenced Form
S-6 Registration Statement.

This amendment is being filed pursuant to paragraph (b) Rule 485,
and pursuant to subparagraph (b) (4) of that Rule, we certify the
amendment does not contain disclosure which would render it ineligible
to become effective pursuant to said paragraph (b).

If you have any comments or questions about this filing, please contact
Fred Bellamy of Sutherland, Asbill and Brennan at 202-383-0126.

Sincerely,

Paul M. Phalen, CLU, FLMI
Assistant Vice-President
Variable Services

VUL4CVR.TXT
<PAGE>

Registration No. 333-14061
POST-EFFECTIVE AMENDMENT NO. 5

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6
--------

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

MIDLAND NATIONAL LIFE SEPARATE ACCOUNT A
________________________________________
(Exact Name of Trust)

MIDLAND NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)
One Midland Plaza
Sioux Falls, SD 57193
(Address of Principal Executive Office)
_________________________
Jack L. Briggs, Vice President, Secretary and General Counsel
Midland National Life Insurance Company
One Midland Plaza
Sioux Falls, SD 57193

(Name and Address of Agent for Service of Process)

Copy to:

Frederick R. Bellamy
Sutherland Asbill& Brennan L L P
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

Variable Universal Life 3 Life Insurance Policies
Variable Universal Life 4 Life Insurance Policies

(Title of Securities being offered)

It is proposed that this filing will become effective (check appropriate line):
___ immediately upon filing pursuant to paragraph (b)
_x_ on April 28, 2000 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a) (i)
___ on ____________ pursuant to paragraph (a) (i) of Rule 485

If appropriate, check the following line:
___ the Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.

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

S6VL4.TXT
<PAGE>
VARIABLE UNIVERSAL LIFE 3

Issued By:
Midland National Life Insurance Company

One Midland Plaza Sioux Falls, SD 57193 (605) 335-
5700

Variable Universal Life 3 is an individual variable
life insurance policy issued by Midland National Life
Insurance Company. Variable Universal Life 3:

provides insurance coverage with flexibility in
death benefits and premiums;

pays a death benefit if the insured person dies
while the contract is still in force;

can provide substantial cash value build-up on a
tax-deferred basis. However, there is no guaranteed
cash value for amounts you allocate to the
Investment Divisions. You bear the risk of poor
investment performance for those amounts.

lets you borrow against your contract, withdraw
part of the net cash surrender value, or completely
surrender your contract. Loans and withdrawals
affect the cash value, and may affect the death
benefit.

After the first premium, you may decide how much
your premiums will be and how often you wish to pay
them, within limits. You may also increase or
decrease
the amount of insurance protection, within limits.
Depending on the amount of premiums paid, this may
or may not be a Modified Endowment contract. If it
is a Modified Endowment contract, then loans and
withdrawals may have negative tax consequences.
You have a limited right to examine your contract
and return it to us for a refund.

You may allocate your cash value to our General
Account or up to ten investment divisions. Each
division invests in a specified mutual fund
portfolio.

You can choose among the following twenty -three
five investment divisions:

1 VIP Money Market Portfolio
2 VIP High Income Portfolio
3 VIP Equity-Income Portfolio
4 VIP Growth Portfolio
5 VIP Overseas Portfolio
6 VIP II Asset Manager Portfolio
7 VIP II Investment Grade Bond Portfolio
8 VIP II Contrafund Portfolio
9 VIP II Asset Manager: Growth Portfolio
10 VIP II Index 500 Portfolio
11 VIP III Growth & Income Portfolio
12 VIP III Balanced Portfolio
13 VIP III Growth Opportunities Portfolio
14 American Century VP Capital Appreciation
Portfolio
15 American Century VP Value Portfolio
16 American Century VP Balanced Portfolio
17 American Century VP International Portfolio
18 American Century VP Income & Growth
Portfolio
19 MFS VIT Emerging Growth Series
20 MFS VIT Research Series
21 MFS VIT Growth with Income Series
22 MFS VIT New Discovery Series
23 Lord Abbett VC Series Fund, Inc. Growth and
& Income Portfolio (hereinafter referred to as Lord
Abbett VC Growth and Income Portfolio)

Lord Abbett Series Fund, Inc. Mid-Cap Value
Portfolio (hereinafter referred to as Lord Abbett
VC Mid-Cap Value Portfolio)

Lord Abbett Series Fund, Inc. International
Portfolio (hereinafter referred to as Lord Abbett VC
International Portfolio)

Your cash value in the investment divisions will
increase or decrease based on investment
performance.

You bear this risk. The U.S. Government does not
No one insures or guarantees any of these
investments.
Separate prospectuses describe the investment
objectives, policies and risks of the portfolios.
The Securities and Exchange Commission has not
approved or disapproved of these securities or
determined if this prospectus is truthful or
complete. Any representation to the contrary is a
criminal offense.

Prospectus: May 1, 1999 2000.

Table of Contents

PART 1: SUMMARY 4
FEATURES OF VARIABLE UNIVERSAL LIFE 3 4
Death Benefit Options 4
Contract Changes 4
Flexible Premium Payments 4
Additional Benefits 4
INVESTMENT CHOICES 5
YOUR CASH VALUE 5
Transfers 6
Policy Loans 6
Withdrawing Money 6
Surrendering Your Contract 6
DEDUCTIONS AND CHARGES 6
Deductions From Your Premiums 6
Deductions From Your Cash Value 6
Surrender Charges 7
Portfolio Expenses 7
ADDITIONAL INFORMATION ABOUT THE
CONTRACTS 9
Your Right To Examine This Contract 9
Your Contract Can Lapse 10
Tax Effects of Variable Universal Life 3 10
Illustrations 10
PART 2: DETAILED INFORMATION ABOUT
VARIABLE UNIVERSAL LIFE 3 10
INSURANCE FEATURES 10
How the Contracts Differ From Whole Life Insurance
11
Application for Insurance 11
Death Benefit 11
Maturity Benefit 12
Changes In Variable Universal Life 3 12
Changing The Face Amount of Insurance 13
Changing Your Death Benefit Option 13
When Contract Changes Go Into Effect 13
Flexible Premium Payments 14
Allocation of Premiums 15
Additional Benefits 15
Automatic Benefit Increase Provision 16
SEPARATE ACCOUNT INVESTMENT CHOICES 17
Our Separate Account And Its Investment Divisions
17
The Funds 17
Investment Policies Of The Portfolios 17
USING YOUR CASH VALUE 20
The Cash Value 20
Amounts In Our Separate Account 20
How We Determine The Accumulation Unit Value 20
Cash Value Transactions 21
Transfers Of Cash Value 21
Dollar Cost Averaging 21
Contract Loans 22
Withdrawing Money From Your Cash Value 23
Surrendering Your Contract 24
THE GENERAL ACCOUNT 24
DEDUCTIONS AND CHARGES 25
Deductions From Your Premiums 25
Charges Against The Separate Account 25
Deductions From Your Cash Value 26
Transaction Charges 27
How Cash Value Charges Are Allocated 27
Surrender Charges 27
Charges In The Funds 29

ADDITIONAL INFORMATION ABOUT THE
CONTRACTS 30
Your Right To Examine The Contract 30
Your Contract Can Lapse 30
You May Reinstate Your Contract 31
Contract Periods And Anniversaries 31
Maturity Date 31
We Own The Assets Of Our Separate Account 31
Changing the Separate Account 32
Limits On Our Right To Challenge The Contract 32
Your Payment Options 33
Your Beneficiary 34
Assigning Your Contract 34
When We Pay Proceeds From This Contract 34
TAX EFFECTS 34
Contract Proceeds 34
Possible Charge for Midland's Taxes 37
Other Tax Considerations 37

PART 3: ADDITIONAL INFORMATION 37
MIDLAND NATIONAL LIFE INSURANCE
COMPANY 37
YOUR VOTING RIGHTS AS AN OWNER 37
OUR REPORTS TO CONTRACT OWNERS 38
DIVIDENDS 39
MIDLAND'S SALES AND OTHER AGREEMENTS 39
REGULATION 39
YEAR 2000 39
DISCOUNT FOR MIDLAND EMPLOYEES OF
SAMMONS ENTERPRISES, INC. 40
LEGAL MATTERS 40
FINANCIAL AND ACTUARIAL 40
ADDITIONAL INFORMATION 40
MANAGEMENT OF MIDLAND 41
ILLUSTRATIONS 44
DEFINITIONS 49
PERFORMANCE 51
FINANCIAL STATEMENTS 52

This prospectus generally describes only the
variable portion of the Contract, except where the
General Account is
specifically mentioned.

Buying this contract 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 contract.

You should read this prospectus carefully and keep
it for future reference. You should also have and
read the
current prospectuses for the funds.

PART 1: SUMMARY

In this prospectus "We", "Our", and "Us" mean
Midland National Life Insurance Company.
"You" and "Your" mean the owner of the contract. We
refer to the person who is covered by the contract
as
the "Insured" or "Insured Person", because the
insured
person and the owner may not be the same.
There is a list of definitions at the end of this
prospectus, explaining many words and phrases used
here and in the actual insurance policy.
The detailed information appearing later in this
prospectus further explains the following summary.
This summary must be read along with that
detailed information. Unless otherwise indicated,
the description of the contract in this prospectus
assumes that the contract is in force and that there
is no outstanding contract loan.

FEATURES OF VARIABLE UNIVERSAL LIFE 3

Death Benefit Options

Variable Universal Life 3 is life insurance on the
insured person. If the contract is in force we will
pay
a death benefit when the insured person dies. You
can
choose between two death benefit options:
Option 1: death benefit equals the face amount
("Specified Amount") of the insurance contract.
This is sometimes called a "level" death benefit.
Option 2: death benefit equals the face amount plus
the cash value. This is sometimes called a
"variable" death benefit.

The death benefit may be even greater in some
circumstances. See "Death Benefit" on page 11.
We deduct any outstanding loans and unpaid charges
before paying any benefits. The beneficiary can
take
the death benefit in a lump sum or under a variety
of
payment plans.

The minimum face amount is generally $50,000.

However, for:
insured persons, age 0 to 14 at issue, the minimum
face amount is $25,000; and
insured persons, age 20 to 44 at issue which are in
the preferred non-smoker rate class, the minimum
face amount is $100,000.

Contract Changes

You may change the death benefit option you have
chosen. You may also increase or decrease the face
amount of your contract, within limits.

Flexible Premium Payments

You may pay premiums whenever and in whatever
amount you want, within certain limits. We require
an
initial minimum premium based on the contract's face
amount and the insured person's age and sex.
You choose a planned periodic premium. But
payment of the planned premiums does not ensure
that your contract will remain in force. Additional
premiums may be required to keep your policy from
lapsing. You need not pay premiums according to the
planned schedule. However, you can ensure that your
contract stays in force during the Minimum Premium
Period by paying premiums equal to the accumulated
minimum premium amounts. See "Flexible Premium
Payments" on page 14.

Additional Benefits

You may choose to include additional benefits in the
contract by rider. These benefits may include:
a disability waiver benefit (to waive the cost of
monthly deductions)
a monthly disability benefit
an accidental death benefit
life insurance for children
family life insurance coverage
life insurance for additional insured persons
an accelerated death benefit in the event of a
terminal illness.

We deduct any costs of additional benefits from your
cash value monthly. See "Additional Benefits" on
page 15.

INVESTMENT CHOICES

You may allocate your cash value to up to ten of the
following investment divisions:
1. Fidelity's Variable Insurance Products Fund (VIP)
Money Market Portfolio
2. Fidelity's Variable Insurance Products Fund (VIP)
High Income Portfolio
3. Fidelity's Variable Insurance Products Fund (VIP)
Equity-Income Portfolio
4. Fidelity's Variable Insurance Products Fund (VIP)
Growth Portfolio
5. Fidelity's Variable Insurance Products Fund (VIP)
Overseas Portfolio
6. Fidelity's Variable Insurance Products Fund II
(VIP II) Asset Manager Portfolio
7. Fidelity's Variable Insurance Products Fund II
(VIP II) Investment Grade Bond Portfolio
8. Fidelity's Variable Insurance Products Fund II
(VIP II) Contrafund Portfolio
9. Fidelity's Variable Insurance Products Fund II
(VIP II) Asset Manager: Growth Portfolio
10. Fidelity's Variable Insurance Products Fund II
(VIP II) Index 500 Portfolio
11. Fidelity's Variable Insurance Products Fund III
(VIP III) Growth & Income Portfolio
12. Fidelity's Variable Insurance Products Fund III
(VIP III) Balanced Portfolio
13. Fidelity's Variable Insurance Products Fund III
(VIP III) Growth Opportunities Portfolio
14. American Century VP Capital Appreciation
Portfolio
15. American Century VP Value Portfolio
16. American Century VP Balanced Portfolio
17. American Century VP International Portfolio
18. American Century VP Income & Growth
Portfolio
19. MFS VIT Emerging Growth Series
20. MFS VIT Research Series
21. MFS VIT Growth with Income Series
22. MFS VIT New Discovery Series
23. Lord Abbett VC Growth and & Income
Portfolio
24. Lord Abbett VC Mid-Cap Value Portfolio
25. Lord Abbett VC International Portfolio

You bear the complete investment risk for all
amounts
allocated to any of these investment divisions.
You may also allocate your cash value to our General
Account, where we guarantee the safety of principal
and a minimum interest rate.

For more information, see "The Funds" on page 17 ,
and the General Account on page 23.

YOUR CASH VALUE

Your cash value begins with your first premium
payment. From your premium we deduct a sales
charge, a premium tax and any per premium expenses.
The balance of the premium is your beginning cash
value.

Your cash value changes daily to
reflect s :
the amount and frequency of premium payments,
deductions for the cost of insurance and expenses,
the investment performance of your chosen
investment divisions,
interest earned on amounts allocated to the General
Account,
loans, and
partial withdrawals.

There is no guaranteed cash value for amounts
allocated to the investment divisions.

See "The Cash Value" on page 20.

Transfers

You may transfer your cash value among the
investment divisions and between the General
Account
and the various investment divisions. Transfers take
effect when we receive your request. We require a
minimum amount for each transfer, usually $200.
Currently, we allow an unlimited number of
transfers.
We reserve the right to charge a $25 fee after the
12th
transfer in a contract year. There are other
limitations
on transfers to and from the General Account. See
"Transfers Of Cash Value" on page 21.

Policy Loans

You may borrow up to 92% of your cash surrender
value (the cash value less the surrender charge).
Your
contract will be the sole security for the loan.
Your
contract states a minimum loan amount, usually $200.
Contract loan interest accrues daily at an annually
adjusted rate. See "Contract Loans" on page 22.
Contract loan interest is not tax deductible on
contracts owned by an individual. There may be
federal tax consequences for taking a policy loan.
See
"TAX EFFECTS" on page 34.

Withdrawing Money

You may make a partial withdrawal from your cash
value. The current minimum withdrawal amount is
$200. The maximum partial withdrawal you can make
is 50% of the net cash surrender value. The net
cash
surrender Value is the cash surrender value (your
cash
value minus any surrender charge) minus any
outstanding loan and loan interest due. Withdrawals
are subject to other requirements. If you make more
than one withdrawal in a contract year, then we
deduct
a service charge (no more than $25). See
"Withdrawing Money From Your Cash Value" on
page 23. Withdrawals and surrenders may have
negative tax effects. See "TAX EFFECTS" on page
34.

Surrendering Your Contract

You can surrender your contract for cash and then we
will pay you the net cash surrender value. A
surrender
charge may be deducted, and taxes and a tax penalty
may apply. See "Surrendering Your Contract" on page
24.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a 4% sales charge from each premium
payment. This charge partially reimburses us for
the
selling and distributing costs of this contract. We
also
charge a 2.5% 2.25% premium tax on each
premium
payment. We may decrease or increase this charge
depending on our expenses, and we may vary this
charge by state. If you elect to pay premiums by
Civil
Service Allotment, we also deduct a $.46 charge from
each premium payment. See "Deductions From Your
Premiums" on page 25.

Deductions From Your Cash Value

Certain amounts are deducted from your cash value
each month.

These are:
an expense charge of $7.00 (currently, we plan to
make this deduction for only the first 15 contract
years),
a cost of insurance charge. The amount of this
charge is based on the insured person's attained
age, sex, risk class, and the amount of insurance
under your contract; and
charges for additional benefits.
In addition, we deduct fees when you make:
a partial withdrawal of net cash surrender value
more than once in a contract year or
more than twelve transfers a year between
investment divisions. (We currently waive this
charge).

See "Deductions From Your Cash Value" on page 26.
We also deduct a daily charge at an annual rate of
0.90% of the assets in every investment division.
We
currently intend to reduce this charge to 0.50%
after
the 10th contract year. (This reduction is
not
guaranteed.) This charge is for certain mortality
and
expense risks.

Surrender Charges

We deduct a surrender charge only if you surrender
your contract for its net cash surrender value or
let
your contract lapse during the first 15 contract
years.
If you keep this contract in force for 15 years,
then
you will not incur a surrender charge.

The surrender charge has two parts: a deferred sales
charge and a deferred issue charge. The deferred
sales
charge partially reimburses us for our costs in
selling
and distributing this contract. The deferred issue
charge reimburses us for underwriting and our other
costs in issuing the contract.

The maximum deferred sales charge is:
26% of any premium payment in the first 2 contract
years up to one guideline annual premium (this
varies for each contract); and
5% of all other premium payments.
After ten years, this charge begins to decline.
There is
no surrender charge after 15 years. The amount of
the
deferred sales charge depends on:
1) the amount of your premium payments,
2) when you pay your premiums and
3) when you surrender your contract or allow it to
lapse.

The deferred issue charge is on a fixed schedule per
thousand dollars of face amount. It starts at $3.00
per
$1,000 of face amount for the first 10 contract
years
and decreases to $0.00 after the 15th contract year.
This summary of the deferred sales charge and the
deferred issue charge assumes no changes in face
amount. See "Surrender Charges" on page 27.

Portfolio Expenses

Each investment division invests exclusively in a
corresponding mutual fund portfolio. Each portfolio
pays an investment advisory fee, and may also incur
other operating expenses. The total expenses for
each
portfolio (as a percentage of assets) for the year
ending
December 31, 1998 are shown in the table below
(except as otherwise noted).
Total
Expenses
(After
Expense
Portfolio
Reimbursement)
VIP Money Market Portfolio
(Initial Class) .30% .27%
VIP High Income Portfolio (Initial Class) .70% .69%
VIP Equity-Income(1) Portfolio
(Initial Class) .58% .57%
VIP Growth(1) Portfolio (Initial Class) .68% .66%
VIP Overseas(1) Portfolio (Initial Class) .91% .91%

VIP II Asset Manager(1) Portfolio
(Initial Class) .64% .63%
VIP II Investment Grade Bond Portfolio
(Initial Class) .57% .54%
VIP II Contrafund(1) Portfolio
(Initial Class) .70% .67%
VIP II Asset Manager: Growth(1) Portfolio
(Initial Class) .73% .71%
VIP II Index 500(1) (2) Portfolio
(Initial Class) .35% .28%
VIP III Growth & Income(1) Portfolio
(Initial Class) .61% .60%
VIP III Balanced(1) Portfolio
(Initial Class) .59% .57%
VIP III Growth Opportunities(1) Portfolio
(Initial Class) .71% .69%
American Century VP Capital Appreciation 1.00%
American Century VP Value 1.00%
American Century VP Balanced 1.00% .90%
American Century VP International 1.47%
1.34%
American Century VP Income & Growth .70%

MFS VIT Emerging Growth(3) (4) Series .85% ,84%
MFS VIT Research(3) (4) Series .86%
MFS VIT Growth with Income(3) (4) Series .88%
MFS VIT New Discovery(2(3) (4) Series 1.17%
1.07%

Lord Abbett VC Growth and & Income
Portfolio .51% .87%
Lord Abbett VC Mid-Cap Value(5) Portfolio 1.10%
Lord Abbett VC International(5) Portfolio 1.35%

(1) This portfolio used a portion of its paid
brokerage commissions
to reduce its expenses. Certain portfolios used
credits gained as a
result of uninvested cash balances to reduce
custodian and transfer
agent expenses. Including these reductions, total
operating
expenses would have been as follows:

VIP Equity-Income Portfolio 0.57%
0.56%
VIP Growth Portfolio 0.66%
0.65%
VIP Overseas Portfolio 0.89%
0.87%
VIP II Asset Manager Portfolio 0.63%
0.62%
VIP II Index 500 0.28%
VIP II Contrafund Portfolio 0.66%
0.65%
VIP II Asset Manager: Growth Portfolio 0.72%
0.70%
VIP III Balanced Portfolio 0.58%
0.55%
VIP III Growth Opportunities Portfolio 0.70%
0.68%
VIP III Growth & Income Portfolio 0.60%
0.59%

(2) MFS has agreed to bear expenses for this
portfolio, such that the
portfolio's other expenses shall not exceed 0.25%.
Without this
limitation, the other expenses and total expenses
would be
4.32% and 5.22% for the MFS VIT New Discovery.
(2) - Fidelity Management and Research agreed to
reimburse a
portion of the VIP II Index 500 expenses during
1999. Without
this reimbursement, the VIP II Index 500 would have
had total
expenses of 0.34%.
(3) MFS has agreed to bear expenses for this
portfolio (subject to
reimbursement by these portfolios) such that the
portfolio's other
expenses shall not exceed 0.25%. Without this
limitation, the
other expenses and total expenses would be:
Other Total
Expenses Expenses
MFS VIT New Discovery 1.59% 2.49%

(3) (4) Each of the MFS Series has an expense offset
arrangement,
which reduces the series' custodian fee based upon
the amount of
cash maintained by the series with its custodian and
dividend
disbursing agent. Each series may enter into other
such
arrangements and directed brokerage arrangements,
which would
also have the effect of reducing the series'
expenses. The expenses
shown above do not take into account these expense
reductions,
and are therefore higher than the actual expenses of
the series.
Including these reductions, the total expenses would
have been as
follows:
MFS VIT Emerging Growth Series 0.83%
MFS VIT Research Series 0.85%
MFS VIT Growth With Income Series 0.87%
MFS VIT New Discovery Series 1.05%

See "Charges In The Funds" on page 29.
(5) - Lord Abbett & Co has agreed to reimburse a
portion of the
expenses for the VC Mid-Cap Value and VC
International
portfolios. Without this reimbursement, the total
expenses would
have been 3.72% for the VC Mid-Cap Value and 5.22%
for the VC
International Portfolios.

PORTFOLIO ANNUAL EXPENSES(1)

(as a percentage of Portfolio average net assets
after fee
waivers after expenses reimbursement but before any
reductions for custodian and transfer agent
expenses.)

TOTAL
MANAGEMENT OTHER ANNUAL
FEES EXPENSES EXPENSES(2)
VIP Money Market
Portfolio 0.18% 0.09% 0.27%
VIP High Income
Portfolio 0.58% 0.11% 0.69%
VIP Equity-Income(3)
Portfolio 0.48% 0.09% 0.57%
VIP Growth(3)
Portfolio 0.58% 0.08% 0.66%
VIP Overseas(3)
Portfolio 0.73% 0.18% 0.91%
VIP II Asset Manager(3)
Portfolio 0.53% 0.10% 0.63%
VIP II Investment Grade Bond
Portfolio 0.43% 0.11% 0.54%
VIP II Contrafund(3)
Portfolio 0.58% 0.09% 0.67%
VIP II Asset Manager: Growth(3)
Portfolio 0.58% 0.13% 0.71%
VIP II Index 500(4)
Portfolio 0.24% 0.04% 0.28%
VIP III Growth & Income(3)
Portfolio 0.48% 0.12% 0.60%
VIP III Balanced(3)
Portfolio 0.43% 0.14% 0.57%
VIP III Growth Opportunities(3)
Portfolio 0.58% 0.11% 0.69%

TOTAL
MANAGEMENT OTHER ANNUAL
FEES EXPENSES EXPENSES(2)
American Century VP Capital Appreciation
Portfolio 1.00% 0.00% 1.00%
American Century VP Value
Portfolio 1.00% 0.00% 1.00%
American Century VP Balanced
Portfolio 0.90% 0.00% 0.90%
American Century VP International
Portfolio 1.34% 0.00% 1.34%
American Century VP Income & Growth
Portfolio 0.70%
MFS VIT Emerging Growth(5)
Series 0.75% 0.09% 0.84%

MFS VIT Research(5)
Series 0.75% 0.11% 0.86%
MFS VIT Growth with Income(5)
Series 0.75% 0.13% 0.88%
MFS VIT New Discovery(5) (6)
Series 0.90% 0.17% 1.07%
Lord Abbett VC Growth & Income
Portfolio 0.50% 0.37% 0.87%
Lord Abbett VC Mid-Cap Value(7)
Portfolio 0.75% 0.35% 1.10%
Lord Abbett VC International(7)
Portfolio 1.00% 0.35% 1.35%

(1) The fund data was provided by the funds or their
managers.
Midland has not independently verified the
accuracy of the Fund
data.
(2) The annual expenses shown are based on actual
expenses for
1999. The expenses shown for Fidelity's VIP, VIP
II, and VIP III
Portfolios are those applicable to the Initial
Class.
(3) A portion of the brokerage commissions the fund
paid was used
to reduce its expenses. In addition, certain funds
have entered into
arrangements with their custodian and transfer agent
whereby
credits realized as a result of uninvested cash
balances were used to
reduce custodian and transfer agent expenses.
Including these
reductions, total operating expenses would have been
as follows:

VIP Equity-Income Portfolio 0.56%
VIP Growth Portfolio 0.65%
VIP Overseas Portfolio 0.87%
VIP II Asset Manager Portfolio 0.62%
VIP II Contrafund Portfolio 0.65%
VIP II Asset Manager: Growth Portfolio
0.70%
VIP III Balanced Portfolio 0.55%
VIP III Growth Opportunities Portfolio
0.68%
VIP III Growth & Income Portfolio 0.59%

(4) Fidelity Management and Research agreed to
reimburse a
portion of the VIP II Index 500 expenses during
1999. Without
this reimbursement, the other expenses and total
expenses would
have been:
Other Total
Expenses Expenses
VIP II Index 500 0.10% 0.34%

(5) Each of the MFS Series has an expense offset
arrangement,
which reduces the series' custodian fee based upon
the amount of
cash maintained by the series with its custodian and
dividend
disbursing agent. Each series may enter into other
such
arrangements and directed brokerage arrangements,
which would
also have the effect of reducing the series'
expenses. The expenses
shown above do not take into account these expense
reductions,
and are therefore higher than the actual expenses of
the series.
Including these reductions, the total expenses would
have been as
follows:

MFS VIT Emerging Growth Series 0.83%
MFS VIT Research Series 0.85%
MFS VIT Growth With Income Series 0.87%
MFS VIT New Discovery Series 1.05%

(6) MFS has agreed to bear expenses for this
portfolio such that the
portfolio's other expenses shall not exceed 0.15%.
Without this
limitation, the other expenses and total expenses
would have been:
Other Total
Expenses Expenses
MFS VIT New Discovery 1.59% 2.49%

(7) Lord Abbett & Co has agreed to reimburse a
portion of the
expenses for the VC Mid-Cap Value and VC
International
portfolios. Without this reimbursement, the total
expenses would
have been 3.72% for the VC Mid-Cap Value and 5.22%
for the VC
International Portfolios.

ADDITIONAL INFORMATION ABOUT THE
CONTRACTS

Your Right To Examine This Contract

You have a right to examine and cancel the contract.
Your cancellation request must be postmarked by the
latest of the following 3 dates:
10 days after you receive your contract,
10 days after we mail you a notice of this right,
or
45 days after you sign the contract application.

If you cancel your contract during this period, then
we
will return your cash value plus all of the charges
we
have deducted from premiums or from the investment
divisions or the cash value. Expenses of the
portfolios
are not returned.

See "Your Right To Examine The Contract" on page
30.

Your Contract Can Lapse

Your contract remains in force if the net cash
surrender value can pay the monthly charges. In
addition, during the Minimum Premium Period, your
contract will remain in force as long as you meet
the
applicable minimum premium requirements.

However, the contract can lapse after the Minimum
Premium Period no matter how much you pay in
premiums, if the net cash surrender value is
insufficient to pay the monthly charges (subject to
the
grace period). See "Your Contract Can Lapse" on page
30.

Tax Effects of Variable Universal Life 3

We believe that a contract issued on the basis of a
standard rate class should quality qualify as
a life
insurance contract for federal income tax purposes.
It
is unclear whether a contract issued on a
substandard
basis would qualify as a life insurance contract,
particularly if you pay the full amount of premiums
permitted under the contract. If a contract does
not
satisfy Section 7702 of the Internal Revenue Code
(defining life insurance for tax purposes), we will
take
appropriate and reasonable steps to try to get the
contract to comply with Section 7702.

If a contract qualifies as a life insurance contract
for
federal income tax purposes, then the death benefit
payment is not subject to federal income tax. In
addition, under current federal tax law, you do not
have to pay income tax on any increases in your cash
value as long as they remain in your contract.
A contract may be treated as a "Modified Endowment
contract" depending upon the amount of premiums
paid in relation to the death benefit. If the
contract is a
Modified Endowment contract, then all pre-death
distributions, including withdrawals and
contract
loans, will be treated first as distributions of
taxable
income and then as a return of your investment in
the
contract. In addition, prior to age 59 1/2, such
distributions generally will be subject to a 10%
penalty tax.

If the contract is not a Modified Endowment
contract,
distributions generally will be treated first as a
return
of your investment in the contract and then as a
distribution of taxable income. Moreover, loans will
not be treated as distributions. Finally,
distributions
and loans from a contract that is not a Modified
Endowment contract are not subject to the 10%
penalty tax. See "TAX EFFECTS" on page 34.

Illustrations

This prospectus includes sample projections of
hypothetical death benefits and cash surrender
values,
beginning on page 40 43 . These are only
hypothetical
figures and are not indications of either past or
anticipated future investment performance. These
hypothetical value projections may be helpful in
understanding the long-term effects of different
levels
of investment performance, charges and deductions.
They may help in comparing this contract to other
life
insurance contracts. They indicate that if the
contract
is surrendered in the early contract years, the net
cash
surrender value may be low compared to never
purchasing the policy contract and investing
the
money used as premiums at 5% per year. This
demonstrates that this contract should not be
purchased as a short-term investment.

PART 2: DETAILED INFORMATION
ABOUT VARIABLE UNIVERSAL LIFE 3
INSURANCE FEATURES

This prospectus describes our Variable Universal
Life
3 contract. There may be contractual variances
because of requirements of the state where your
contract is issued.

How the Contracts Differ From Whole Life
Insurance

Variable Universal Life 3 (VUL-3) provides insurance
coverage with flexibility in death benefits and
premium payments. It enables you to respond to
changes in your life and to take advantage of
favorable
financial conditions. VUL-3 differs from
traditional
whole life insurance because you may choose the
amount and frequency of premium payments, within
limits.

In addition, VUL-3 has two types death benefit
options. You may switch back and forth between
these options. Variable Universal Life 3 also
allows
you to change the face amount without purchasing a
new insurance policy. However, evidence of
insurability may be required.

Application for Insurance

To apply for a contract you must submit a completed
application. We decide whether to issue a contract
based on the information in the application and our
standards for issuing insurance and classifying
risks. If
we decide not to issue a contract, then we will
return
the sum of premiums paid plus interest
credited. The
maximum issue age is 80.

Death Benefit

We pay the death benefit to the beneficiary when the
insured person dies (outstanding indebtedness will
be
deducted from the proceeds). As the owner, you may
choose between two death benefit options:
Option 1 provides a benefit that equals the face
amount of the contract. This "level" death benefit
is for owners who prefer insurance coverage that
does not vary in amount and has lower insurance
charges. Except as described below, the option 1
death benefit is level or fixed at the face amount.
Option 2 provides a benefit that equals the face
amount of the contract plus the cash value on the
day the insured person dies. This "variable" death
benefit is for owners who prefer to have investment
performance reflected in the amount of their
insurance coverage. Under Option 2, the value of
the death benefit fluctuates with your cash value.
Under both options, federal tax law may require a
greater benefit. This benefit is a percentage
multiple
of your cash value. The percentage declines as the
insured person gets older (this is referred to as
the
"corridor" percentage). The minimum death benefit
will be your cash value on the day the insured
person
dies multiplied by the percentage for his or her
age.
For this purpose, age is the attained age (last
birthday)
at the beginning of the contract year of the insured
person's death.

The percentages are shown below:

Table of Death Benefits
Based on Cash Value
The Death The Death
Benefit Will Benefit Will
Be At Least Be At Least
If The Equal To If The Equal To
Insured This PercentInsured This
Percent
Person's of The Person's of The
Age Is Cash Value Age Is Cash Value
0-40 250% 60 130%
41 243% 61 128%
42 236% 62 126%
43 229% 63 124%
44 222% 64 122%

45 215% 65 120%
46 209% 66 119%
47 203% 67 118%
48 197% 68 117%
49 191% 69 116%

50 185% 70 115%
51 178% 71 113%
52 171% 72 111%
53 164% 73 109%
54 157% 74 107%

55 150% 75-90 105%
56 146% 91 104%
57 142% 92 103%
58 138% 93 102%
59 134% 94 101%
95-99 100%

These percentages are based on federal income tax
law
which require a minimum death benefit, in relation
to
cash value, for your contract to qualify as life
insurance.

For example, assume the insured person is 55 years
old and the face amount is $100,000. The "corridor
percentage" at that age is 150%. Under Option 1,
the
death benefit will generally be $100,000. However,
when the cash value is greater than $66,666.67, the
corridor percentage applies and the death benefit
will
be greater than $100,000 (since 150% of $66,666.67
equals $100,000). In this case, at age 55, we
multiply
the cash value by a factor of 150%. So if the cash
value were $70,000, then the death benefit would be
$105,000.

Under Option 2, the death benefit is the face amount
plus the cash value. In this example, if a 55 year-
old
had a face amount of $100,000 and a cash value of
$200,000, then the death benefit would be $300,000.
This figure results from either: (a) adding the face
amount to the cash value or (b) multiplying the cash
value by the corridor percentage. For all cash
values
higher than this level, the corridor percentage
would
apply. Therefore, for every $1.00 added to the cash
value above $200,000, the death benefit would
increase by $1.50 (at that age).

Under either option, the length of time your
contract
remains in force depends on the net cash surrender
value of your contract and whether you meet the
Minimum Premium Period requirements. Your
coverage lasts as long as your net cash surrender
value
can cover the monthly deductions from your cash
value. In addition, during the Minimum Premium
Period, your contract remains in force if the sum of
your premium payments (minus any loans or
withdrawals) is greater than the sum of the monthly
minimum premiums for all of the contract months
since the contract was issued.

The minimum initial face amount generally is
$50,000. For issue ages 0 to 14, the minimum is
$25,000. For insured persons age 20 to 44 at issue
and
in the preferred non-smoker rate class, the minimum
face amount is $100,000.

Maturity Benefit

If the insured person is still living on the
maturity
date, we will pay the beneficiary You the
cash value
minus any outstanding loans. The contract will then
end. The maturity date is the contract anniversary
after the insured person's 100th birthday. In
certain
circumstances, you may extend the maturity date
(doing so may have tax consequences). See
"Maturity
Date" on page 31.

Changes In Variable Universal Life 3

Variable Universal Life 3 gives you the flexibility
to
choose from a variety of strategies that enable you
to
increase or decrease your insurance protection.
A reduction in face amount lessens the emphasis on a
contract's insurance coverage by reducing both the
death benefit and the amount of pure insurance
provided. The amount of pure insurance is the
difference between the cash value and the death
benefit. This is the amount of risk we take. A
reduced
amount at risk results in lower cost of insurance
deductions from your cash value.

A partial withdrawal reduces the cash value and may
reduce the death benefit, while providing you with a
cash payment, but generally does not reduce the
amount at risk. Choosing not to make premium
payments may have the effect of reducing the cash
value. Under death benefit option 1, reducing the
cash
value increases the amount at risk (thereby
increasing
the cost of insurance deductions) while leaving the
death benefit unchanged; under death benefit option
2,
reducing the cash value it decreases the
death benefit
while leaving the amount at risk unchanged.
Increases in the face amount have the exact opposite
effect of decreases.

Changing The Face Amount of Insurance

You may change the face amount of your contract by
sending a written request to our home
executive office.
You can only change the face amount twice each
contract year. All changes are subject to our
approval
and to the following conditions.

For increases:
Increases in the face amount must be at least
$25,000.
To increase the face amount, you must provide
satisfactory evidence of insurability. If the
insured
person has become a more expensive risk, then we
charge higher cost of insurance fees charges
for the
additional amounts of insurance (we may change
this procedure in the future).
Monthly cost of insurance deductions from your
cash value will increase. There will also be a
surrender charge increase and a minimum premium
increase. These begin on the date the face
amount
increase takes effect.
The right to examine this contract does not apply
to
face amount increases. (It only applies when you
first buy the contract.)
For decreases:
You cannot reduce the face amount below the
minimum we require to issue this contract at the
time of the reduction.
Monthly cost of insurance deductions from your
cash value will decrease.

The federal tax law may limit a decrease in the
face
amount. If that limit applies, then your new
death
benefit will be your cash value multiplied by the
corridor percentage the federal tax law specifies
for
the insured's age at the time of the change.
If you request a face amount decrease after you
have already increased the face amount at
substandard (i.e., higher) risk cost of
insurance
charges, and the original face amount was at
standard risk charges, then we will first decrease
the
face amount that is at substandard higher risk
cost
of insurance charges. We may change this
procedure.

Changing Your Death Benefit Option

You may change your death benefit option by sending
a written request to our home executive
office. We
require satisfactory evidence of insurability to
make
this change.

If you change from option 1 to option 2, the face
amount decreases by you're the amount of cash
value
on the date of the change. This keeps the death
benefit
and amount at risk the same as before the change.
We
may not allow a change in death benefit option if it
would reduce the face amount below the minimum we
require to issue this contract at the time of the
reduction.

If you change from option 2 to option 1, then the
face
amount increases by the amount of your cash value on
the date of the change. These increases and
decreases
in face amount are made so that the amount of the
death benefit remains the same on the date of the
change. When the death benefit remains the same,
there is no change in the net amount at risk. This
is
the amount on which the cost of insurance charges
are
based.

When Contract Changes Go Into Effect

Any changes in the face amount or the death benefit
option will go into effect on the monthly
anniversary
of following the date we approved your
request. After
your request is approved, you will receive a written
notice showing each change. You should attach this
notice to your contract. We may also ask you to
return
your contract to us at our home executive
office so
that we can make a change. We will notify you if we
do not approve a change you request. For example,
we might not approve a change that would disqualify
your contract as life insurance for income tax
purposes.

Contract changes may have negative tax
consequences. See "TAX EFFECTS" on page 34.

Flexible Premium Payments

You may choose the amount and frequency of
premium payments, within the limits described below.
Even though your premiums are flexible, your
contract
information page will show a "planned" periodic
premium. You determine the planned premiums when
you apply and can change them at any time. You will
specify the frequency to be on a quarterly, semi-
annual
or annual basis. Planned periodic premiums may be
monthly if paid by pre-authorized check. Premiums
may be bi-weekly if paid by Civil Service Allotment.
The planned premiums may not be enough to keep
your contract in force.

The insurance goes into effect when we receive your
initial minimum premium payment (and approve your
application). We determine the initial minimum
premium based on:
1) the age, sex, and premium class of the insured
person,
2) the initial face amount of the contract, and
3) any additional benefits selected.

All premium payments should be payable to
"Midland". After your first premium payment, all
additional premiums should be sent directly to our
home executive office.

We will send you premium reminders based on your
planned premium schedule. You may make the
planned payment, skip the planned payment, or change
the frequency or the amount of the payment.
Generally, you may pay premiums at any time.
Amounts must be at least $50, unless made through
a
$30 monthly automatic payment plan by a pre-
authorized check. Amounts made by a pre-authorized
check can be as low as $30.

Payment of the planned premiums does not guarantee
that your contract will stay in force.
Additional
premium payments may be necessary. The planned
premiums increase when the face amount of insurance
increases. This includes increases resulting from
the
Automatic Benefit Increase provision. (See
"Automatic Benefit Increase Provision" on page 16
for
details on how and when the increases are applied.)
If you send us a premium payment that would cause
your contract to cease to qualify as life insurance
under Federal tax law, we will notify you and return
that portion of the premium that would cause the
disqualification.

Premium Provisions During The Minimum Premium
Period. During the Minimum Premium Period, you
can keep your contract in force by meeting a minimum
premium requirement. In most states, the Minimum
Premium Period lasts until the later of the 5th
contract
anniversary or the insured's 70th birthday. A
monthly
minimum premium is shown on your contract
information page. (This is not the same as the
planned
premiums.) The minimum premium requirement will
be satisfied if the sum of premiums you have paid,
less
your loans or withdrawals, is more than the sum of
the
monthly minimum premiums required to that date.
The minimum premium increases when the face
amount increases.

During the Minimum Premium Period, your contract
will lapse if:
the net cash surrender value cannot cover the
monthly deductions from your cash value; and
the premiums you have paid, less your loans or
withdrawals, are less than the total monthly
minimum premiums required to that date.

This contract lapse can occur even if you pay all of
the
planned premiums.

Premium Provisions After The Minimum Premium
Period. After the Minimum Premium Period, your
contract will enter a grace period and lapse
if the net
cash surrender value cannot cover the monthly
deductions from your cash value. Paying your
planned premiums may not be sufficient to maintain
your contract because of investment performance,
charges and deductions, contract changes or other
factors. Therefore, additional premiums may be
necessary to keep your contract in force.

Allocation of Premiums

Each net premium will be allocated to the investment
divisions or to our General Account on the day we
receive it (except that any premium received before
we issue the contract will not be allocated or
invested
until we issue the contract). The net premium is
the
premium minus a sales charge, a premium tax
charge
and any expense charges. Each net premium is
put
into your cash value according to your instructions.
Your contract application may provide directions to
allocate net premiums to our General Account or the
investment divisions. You may not allocate your
cash
value to more than 10 investment divisions at any
one
point in time. Your allocation instructions will
apply
to all of your premiums unless you write to our
home
executive office with new instructions.
Allocation
percentages may be any whole number from 0 to 100.
The sum of the allocation percentages must equal
100.
Of course, you may choose not to allocate a premium
to any particular investment division. See "THE
GENERAL ACCOUNT" on page 24. Any premium
received before the record date will be held and
earn
interest in the General Account until the day after
the
record date. When this period ends your
instructions
will dictate how we allocate it.

Additional Benefits

You may include additional benefits in your
contract.
Certain benefits result in an additional monthly
deduction from your cash value. You may cancel
these benefits at any time. The following briefly
summarizes the additional benefits that are
currently
available:

(1) Disability Waiver Benefit: With this benefit,
we
waive monthly charges from the cash value if the
insured person becomes totally disabled on or after
his/her 15th birthday and the disability continues
for at
least 6 months. If a disability starts before the
contract
anniversary following the insured person's 60th
birthday, then we will waive monthly deductions for
as long as the disability continues.
(2) Monthly Disability Benefit: With this benefit,
we pay a set amount into your cash value each month
(the amount is on your contract information page).
The benefit is payable when the insured person
becomes totally disabled on or after their 15th
birthday
and the disability continues for at least 6 months.
The
disability must start before the contract
anniversary
following the insured person's 60th birthday. The
benefit will continue until the insured person
reaches
age 65. If the amount of benefit paid into the cash
value is more than the amount allowed under the
income tax code, the monthly benefit will be paid to
the insured person.
(3) Accidental Death Benefit: We will pay an
additional benefit if the insured person dies from a
physical injury that results from an accident,
provided
the insured person dies before the contract
anniversary
that is within a half year of his or her 70th
birthday.
(4) Children's Insurance Rider: This benefit
provides term life insurance on the lives of the
insured
person's children. This includes natural children,
stepchildren and legally adopted children, between
the
ages of 15 days and 21 years. They are covered
until
the insured person reaches age 65 or the child
reaches
age 25.
(5) Family Insurance Rider: This benefit provides
term life insurance on the insured person's children
as
does the Children's Insurance. It also provides
decreasing term life insurance on the insured's
spouse.
(6) Additional Insured Rider: You may provide
term insurance for another person, such as the
insured
person's spouse, under your contract. A separate
charge will be deducted for each additional insured.
(7) Guaranteed Insurability Rider: This benefit
provides for additional amounts of insurance without
further evidence of insurability.
(8) Living Needs Rider: This benefit provides an
accelerated death benefit as payment of an "Advanced
Sum," in the event the insured person is expected to
die within 12 months.

You can choose the death benefit amount to
accelerate
the amount of the death benefit at the time
of the
claim. The maximum advanced sum is 50% of the
eligible death benefit (which is the death benefit
of the
contract plus the sum of any additional death
benefits
on the life of the insured person provided by any
eligible riders). Currently, there is a maximum of
$250,000 and a minimum of $5,000.

There is no charge for this benefit prior to the
time of
a payment. The amount of the advanced sum is
reduced by expected future interest and may be
reduced by a charge for administrative expenses.
On the day we pay the accelerated benefit, we will
reduce the following in proportion to the reduction
in
the eligible death benefit:
a. the death benefit of the contract and of each
eligible rider
b. the face amount
c. any cash values
d. any outstanding loan

When we reduce the cash value, we allocate the
reduction based on the proportion that your unloaned
amounts in the General Account and your amounts in
the investment divisions bear to the total unloaned
portion of your cash value.

Pursuant to the Health Insurance Portability and
Accountability Act of 1996, we believe that for
federal income tax purposes an advanced sum
payment made under the living needs rider should
be fully excludable from the gross income of the
beneficiary, as long as the beneficiary is the
insured
person under the contract. However, you should
consult a qualified tax advisor about the
consequences of adding this rider to a contract or
requesting an advanced sum payment under this
rider.

Automatic Benefit Increase Provision

The Automatic Benefit Increase (ABI) provision is a
contract rider that allows for face amount increases
to
keep pace with inflation. All standard issues of
regularly underwritten policies issued after May 1,
1998, include the ABI provision, except where the
issue age of the primary insured is older than 55.
In
addition, the ABI provision is not included where
the
billing mode is military government allotment, civil
service allotment or list bill.

The ABI can automatically increase your face amount
every two years, based on increases in the Consumer
Price Index. The increases will occur on the 2nd
contract anniversary and every two years thereafter,
unless you reject an increase. The increases
continue
until the rider terminates. We send you a notice
about
the increase amounts at least 30 days before the
increase date. You have the right to reject any
increase in face amount by sending us a notice
before
it takes effect. If you reject an increase, then
the ABI
provision terminates. (See your ABI rider for exact
details.)

We calculate each face amount increase under the ABI
provision as follows:
(a) The eligible face amount, multiplied by
(b) The Consumer Price Index 5 months before the
increase date, divided by
(c) The Consumer Price Index 29 months before the
increase date, minus
(d) The eligible face amount from part (a)

The eligible face amount is the sum of the portions
of
the face amount of insurance that are in the non-
smoker, ordinary or preferred premium class.
The maximum increase is the lesser of $50,000 or
20% of the eligible face amount. The ABI provision
automatically terminates once the total of the
increases
is more than twice the initial face amount. The
Consumer Price Index is the U.S. Consumer Price
Index for all urban consumers as published by the
U.S.
Department of Labor. (See your policy form
contract
for more details on this index.)

The ABI provision does not require separate monthly
charges, but it does affect the amount of your
monthly
cost of insurance charge by increasing your face
amount. (See "Deductions From Your Cash Value" on
page 26.)

ABI increases also increase the planned and minimum
premiums. (See Your ABI Rider and Your Base
Contract Policy Form for exact details.)
The Automatic Benefit Increase Provision may have
tax consequences. Consult your tax advisor for
questions.

SEPARATE ACCOUNT INVESTMENT
CHOICES

Our Separate Account And Its Investment
Divisions

The "Separate Account" is our Separate Account A,
established under the insurance laws of the State of
South Dakota Iowa . It is a unit investment
trust
registered with the Securities and Exchange
Commission (SEC) under the Investment Company
Act of 1940 but this registration does not involve
any SEC supervision of its management or
investment policies. The separate account meets the
definition of a "separate account" under the federal
securities laws. The Separate Account has a number
of investment divisions, each of which invests in
the
shares of a corresponding portfolio of the Funds.
You
may allocate part or all of your net premiums to ten
of
the twenty-three twenty-five investment
divisions of
our Separate Account.

The Funds

Each of the 23 25 portfolios available under
the
contract is a "series" of one of the following
investment companies:
1. Fidelity's Variable Insurance Products Fund,
Initial Class
2. Fidelity's Variable Insurance Products Fund II,
Initial Class
3. Fidelity's Variable Insurance Products Fund III,
Initial Class
4. American Century Variable Portfolios, Inc.,
5. MFS(r) Variable Insurance Trusts, and
6. Lord Abbett 's Series Fund, Inc.

The Funds' shares are bought and sold by our
Separate
Account at net asset value. More detailed
information
about the Funds and their investment objectives,
policies, risks, expenses and other aspects of their
operations, appear in their prospectuses, which
accompany this prospectus.

Midland may from time to time receive revenue from
the Funds and/or from their managers. The amounts
of the revenue, if any, may vary between Funds
and
Portfolios may be based on the amount of
Midland's
investments in the Funds.

Investment Policies Of The Portfolios
Each portfolio tries to achieve a specified
investment
objective by following certain investment policies.
A
portfolio's objectives and policies affect its
returns
and risks. Each investment division's performance
depends on the experience of the corresponding
portfolio. The objectives of the portfolios are as
follows:

Portfolio
Objective
VIP Money Market
Portfolio
Seeks as high a level of
current income as is
consistent with preservation
of capital and liquidity by
investing in U.S. dollar-
denominated money market
securities.

VIP High
Income Portfolio
Seeks a high level of current
income by investing
primarily in income-
producing debt securities
while also considering
growth of capital. Policy
Contract owners should
understand that the fund's
unit price may be volatile
due to the nature of the high
yield bond marketplace.

VIP Equity-Income
Portfolio
Seeks reasonable income by
investing primarily in
income-producing equity
securities. In choosing these
securities, the investment
manager will consider the
potential for capital
appreciation. The Portfolio's
goal is to achieve a yield
which exceeds the
composite yield on the
securities comprising the
Standard & Poor's
Composite Index of 500
Stocks.

VIP Growth Portfolio
Seeks capital appreciation
by investing in common
stocks. The adviser invests
the fund's assets in
companies the adviser
believes have above-average
growth potential.
VIP Overseas Portfolio
Seeks long-term growth of
capital, primarily through
investments in foreign
securities.

VIP II Asset Manager
Portfolio
Seeks high total return with
reduced risk over the long
term by allocating its assets
among domestic and foreign
stocks, bonds and short-term
instruments.

VIP II Investment
Grade Bond Portfolio
Seeks a high a level of
current income as is
consistent with the
preservation of capital by
investing in U.S. dollar-
denominated investment-
grade bonds.

VIP II Contrafund
Portfolio
Seeks to achieve capital
appreciation over the long
term by investing in
common stocks and
securities of companies
whose value the manager
believes is not fully
recognized by the public.

VIP II
Asset Manager: Growth
Portfolio
Seeks to maximize total
return by allocating its
assets among stocks, bonds,
short-term instruments, and
other investments.

VIP II Index 500
Portfolio
Seeks to provide investment
results that correspond to the
total return of common
stocks publicly traded in the
United States by duplicating
the composition and total
return of the Standard &
Poor's Composite Index of
500 Stocks.

VIP III Growth &
Income Portfolio
Seeks high total return,
combining current income
and capital appreciation.
Invests mainly in stocks that
pay current dividends and
show potential for capital
appreciation.

VIP III Balanced
Portfolio
Seeks both income and
growth of capital. When
FMR's outlook is neutral, it
will invest approximately
60% of the fund's assets in
equity securities and will
always invest at least 25%
of the fund's assets in fixed-
income senior securities.

VIP III Growth
Opportunities Portfolio
Seeks capital growth by
investing primarily in
common stocks. Although
the fund invests primarily in
common stocks, it has the
ability to purchase other
securities, including bonds,
which may be lower-quality
debt securities.

American Century
VP Capital
Appreciation Portfolio
Seeks capital growth by
investing primarily in
common stocks that
management considers to
have better-than-average
prospects for appreciation.

American Century
VP Value Portfolio
Seeks long-term capital
growth with income as a
secondary objective. Invests
primarily in equity securities
of well-established
companies that management
believes to be under-valued.

American Century
VP Balanced Portfolio
Seeks capital growth and
current income. Invests
approximately 60 percent of
its assets in common stocks
that management considers
to have better than average
potential for appreciation
and the rest in fixed income
securities.

American Century
VP International
Portfolio
Seeks capital growth by
investing primarily in
securities of foreign
companies that management
believes to have potential
for appreciation.

American Century
VP Income & Growth
Portfolio
Seeks dividend growth,
current income and capital
appreciation. The Portfolio
will seek to achieve its
investment objective by
investing in common stocks.

MFS VIT
Emerging Growth
Series
Seeks to provide long-term
growth of capital. Dividend
and interest income from
portfolio securities, if any, is
incidental to the Series'
investment objective of
long-term growth capital.

MFS VIT Research
Series
Seeks to provide long-term
growth of capital and future
income.

MFS VIT Growth
with Income Series
Seeks to provide reasonable
current income and long-
term growth of capital and
income.

MFS VIT New
Discovery Series
Seeks capital appreciation.

Lord Abbett VC
Growth and & Income
Portfolio
Seeks long-term growth of
capital and income without
excessive fluctuation in
market value.

Lord Abbett VC Mid-
Cap Value Portfolio
Seeks capital appreciation
through investments,
primarily in equity securities
which are believed to be
undervalued in the
marketplace.

Lord Abbett VC
International Portfolio
Seeks long-term capital
appreciation Invests
primarily in equity securities
of non-U.S. issuers.

Fidelity Management & Research Company manages
the VIP, VIP II and VIP III portfolios. American
Century Investment Management, Inc. manages the
American Century VP Portfolios. MFS(r) Services
Company manages the MFS Variable Insurance
Trusts. Lord Abbett & Co, manages the Lord Abbett
Series Fund, Inc.

The Fund portfolios available under these contracts
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 the same investment
advisor or manager. Nevertheless, the investment
performance and results of any of the Funds'
portfolios that are available under the contracts
may be
lower, or higher, than the investment results of
such
other (publicly 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.

USING YOUR CASH VALUE

The Cash Value

Your cash value is the sum of your amounts in the
various investment divisions and in the General
Account (including any amount in our General
Account securing a contract loan). Your cash value
reflects various charges. See "DEDUCTIONS AND
CHARGES" on page 25. Monthly deductions are
made beginning on the contract date and on
the first
day of each contract month. Transaction and
surrender charges are made on the effective date of
the
transaction. Charges against our Separate Account
are
reflected daily.

We guarantee amounts allocated to the General
Account. There is no guaranteed minimum cash value
for amounts allocated to the investment divisions of
our Separate Account. You bear that investment
risk.
An investment division's performance will cause your
cash value to go up or down.

Amounts In Our Separate Account

Amounts allocated or transferred to the investment
divisions are used to purchase accumulation units.
Accumulation units of an investment division are
purchased when you allocate premiums, repay loans or
transfer amounts to that division. Accumulation
units
are redeemed when you make withdrawals or transfer
amounts from an investment division (including
transfers for loans), when we make monthly
deductions and charges, and to when we pay
the death
benefit. The number of accumulation units purchased
or redeemed in an investment division is calculated
by
dividing the dollar amount of the transaction by the
division's accumulation unit value at the end of
that
day. The value you have in an investment division
is
the accumulation unit value times the number of
accumulation units credited to you. The number of
accumulation units credited to you will not vary
because of changes in accumulation unit values.
How We Determine The Accumulation Unit Value
We determine accumulation unit values for the
investment divisions at the end of each business
day.
Accumulation unit values fluctuate with the
investment performance of the corresponding
portfolios of the Funds. They reflect investment
income, the portfolio's realized and unrealized
capital
gains and losses, the Funds' expenses, and our
deductions and charges. The accumulation unit value
for each investment division is set at $10.00 on the
first day there are contract transactions in our
Separate
Account associated with these contracts. After
that,
the accumulation unit value for any business day is
equal to the accumulation unit value for the
previous
business day multiplied by the net investment factor
for that division on that business day.

We determine the net investment factor for each
investment division every business day as follows:
We take the value of the shares belonging to the
division in the corresponding Fund portfolio at the
close of business that day (before giving effect to
any contract transactions for that day, such as
premium payments or surrenders). We use the share
value reported to us by the Fund.
We add any dividends or capital gains distributions
paid by the portfolio on that day.
We divide this amount by the value of the amounts
in the investment division at the close of business
on the preceding business day (after giving effect
to
any contract transactions on that day).
We subtract a daily asset charge for each calendar
day between business days (for example, a Monday
calculation may include charges for Saturday and
Sunday). The daily charge is .0024547%, which is
an effective annual rate of 0.90%. We currently
intend to reduce this charge to 0.50% after the 10th
contract year. (This reduction is not
guaranteed.)
(See "Mortality and Expense Risks" on page 21
24 .)
We may subtract any daily charge for taxes or
amounts set aside as tax reserves.

Cash Value Transactions

The transactions described below may have different
effects on your cash value, death benefit, face
amount
or cost of insurance changes. You should consider
the
net effects before making any cash value
transactions.
Certain transactions have fees. Remember that upon
completion of these transactions, you may not have
your cash value allocated to more than 10 investment
divisions.

Transfers Of Cash Value

You may transfer amounts among the investment
divisions and between the General Account and any
investment divisions. To make a transfer of cash
value, write to our home executive office.
Currently,
you may make an unlimited number of transfers of
cash value in each contract year. But we reserve
the
right to assess a $25 charge after the 12th transfer
in a
contract year. If we charge you for making a
transfer,
then we will allocate the charge as described under
"Deductions and Charges - How Cash Value Charges
Are Allocated" on page 27. Although a single
transfer
request may include multiple transfers, it will be
considered a single transfer for fee purposes.
Transfer requests received before 3:00 p.m. (Central
Standard Time) will take affect on the same day if
that
day is a business day. Otherwise, the transfer
request
will take affect on the business day following the
day
we receive your request. The unit values are
determined on the day the transfer takes affect.
The
minimum transfer amount is $200. The minimum
amount does not have to come from or be transferred
to just one investment division. The only
requirement
is that the total amount transferred that day equals
the
transfer minimum.

The total amount that can be transferred from the
General Account to the Separate Account, in any
contract year, cannot exceed the larger of:
1. 25% of the unloaned amount in the General
Account at the beginning of the contract year, or
2. $25,000 $25,000 (We reserve the right to
decrease
this to $1,000).

These limits do not apply to transfers made in a
Dollar
Cost Averaging program that occurs over a time
period of 12 or more months.

Dollar Cost Averaging

The Dollar Cost Averaging (DCA) program enables
you to make monthly transfers of a predetermined
dollar amount from the DCA source account (any
investment division or the General Account) into one
or more of the investment divisions. By allocating
monthly, as opposed to allocating the total amount
at
one time, you may reduce the impact of market
fluctuations. This plan of investing does not
insure a
profit or protect against a loss in declining
markets.
The minimum monthly amount to be transferred using
DCA is $200.

You can elect the DCA program at any time. You
must complete the proper request form, and there
must
be a sufficient amount in the DCA source account.
The minimum amount required in the DCA source
account for DCA to begin is the sum of $2,400 and
the
minimum premium. You can get a sufficient amount
by paying a premium with the DCA request form,
allocating premiums, or transferring amounts to the
DCA source account. The DCA election will specify:

a. The DCA source account from which DCA
transfers will be made,
b. That any money received with the form is to be
placed into the DCA source account,
c. The total monthly amount to be transferred to the
other investment divisions, and
d. How that monthly amount is to be allocated
among the investment divisions.

The DCA request form must be received with any
premium payments you intend to apply to DCA.
Once DCA is elected, additional premiums can be
deposited into the DCA source account by sending
them in with a DCA request form. All amounts in the
DCA source account will be available for transfer
under the DCA program.

Any premium payments received while the DCA
program is in effect will be allocated using the
allocation percentages from the DCA request form,
unless you specify otherwise. You may change the
DCA allocation percentages or DCA transfer amounts
twice during a contract year.

Contract Loans

If your contract has a TSA Life 403(b)
Endorsement,
contract loans are not available and this section is
not
applicable to your contract.

Whenever your contract has a net cash surrender
value, you may borrow up to 92% of the cash
surrender value using only your contract as security
for the loan. If you request an additional loan,
then the
outstanding loan and loan interest will be added to
the
additional loan amount and the original loan will be
canceled. Thus, you will only have one outstanding
loan.

We pay you interest on this loaned amount, currently
at an annual rate of 6%. After the 10th contract
year,
you may be able to take preferred loans provided
your
contract's cash value is large enough. Preferred
loans
are loans up to the cash value less the total
premiums
paid. We guarantee that the annual rate of interest
paid on preferred loans will be equal to the
interest
rate charged on such contract loans. At the current
time, we are charging 8% on preferred loans and thus
preferred loans are being credited an annual
interest
rate of 8%. After the 10th contract year, we
guarantee
that the annual rate of interest paid on the loaned
portion of the cash value will equal 8% (which is
equal to the interest rate charged on the contract
loan)
for the portion of the loan that is from earnings
(that
is, the portion that does not exceed the cash value
minus total premiums paid).

A loan taken from, or secured by, a contract may
have
federal income tax consequences. See "TAX
EFFECTS" on page 34.

You may request a loan by contacting our home
executive office. You should tell us how much of
the
loan you want taken from your unloaned amount in the
General Account or from the Separate Account
investment divisions. If you do not tell us how to
allocate your loan, the loan will be allocated
according
to your deduction allocation percentages as
described
under "How Cash Value Charges Are Allocated" on
page 27. If the loan cannot be allocated this way,
then
we will allocate it in proportion to the unloaned
amounts of your cash value in the General Account
and each investment division. We will redeem units
from each investment division equal in value to the
amount of the loan allocated to that investment
division (and transfer these amounts to the General
Account).

Contract Loan Interest. Currently, interest
on a
contract loan accrues daily at an annual interest
rate of
8%. We guarantee we will never charge a rate
above
8% per year.

If you request an additional loan, then the
outstanding
loan and loan interest will be added to the
additional
loan amount and the original loan will be canceled.
Thus, you will only have one outstanding loan.
Interest is due on each contract anniversary. If
you do
not pay the interest when it is due, then it will be
added to your outstanding loan and allocated based
on
the deduction allocation percentages for your cash
value. This means we make an additional loan to pay
the interest and will transfer amounts from the
General
Account or the investment divisions to make the
loan.
If we cannot allocate the interest based on these
percentages, then we will allocate it as described
above for allocating your loan.

Repaying The Loan. You may repay all or part of a
contract loan while your contract is in force.
While
you have a contract loan, we assume that any money
you send us is meant to repay the loan. If you wish
to
have any of these payments serve as premium
payments instead, then you must tell us in
writing.
You may choose how you want us to allocate your
repayments. If you do not give us instructions, we
will
allocate your repayments based on your premium
allocation percentages.

The Effects Of A Contract Loan On Your Cash Value.
A loan against your contract will have a permanent
effect on your cash value and benefits, even if the
loan
is repaid. When you borrow on your contract, we
transfer your loan amount into our General Account
where it earns a declared rate of interest. You
cannot
invest that loan amount in any Separate Account
investment divisions. You may earn more or less on
the loan amount, depending on the performance of the
investment divisions and whether they are better or
worse than the rates declared for the unloaned
portion
of the General Account.

Your Contract May Lapse. Your loan may affect the
amount of time that your contract remains in force.
For example, your contract may lapse because the
loaned amount cannot be used to cover the monthly
deductions that are taken from your cash value. If
these deductions are more than the net cash
surrender
value of your contract, then the contract's lapse
provisions may apply. Since the contract permits
loans
up to 92% of the cash surrender value, loan
repayments or additional premium payments may be
required to keep the contract in force, especially
if you
borrow the maximum.

Withdrawing Money From Your Cash Value

You may request a partial withdrawal of your net
cash
surrender value by writing to our home
executive
office. You will not incur a There is no
deferred sales
charge or deferred issue charge on partial
withdrawals.
Partial withdrawals are subject to certain
conditions.

They must:
be at least $200,
total no more than 50% of the net cash surrender
value in any contract year,
allow the death benefit to remain above the
minimum for which we would issue the contract at
that time, and
allow the contract to still qualify as life
insurance
under applicable tax law.

You may specify how much of the withdrawal you
want taken from each investment division. If you do
not tell us, then we will make the withdrawal as
described in "Deductions and Charges - How Cash
Value Charges Are Allocated" on page 27.
Withdrawal Charges. When you make a partial
withdrawal more than once in a contract year, a
charge
of $25 (or 2% of the amount withdrawn, whichever is
less), will be deducted from your cash value. If
you
do not give us instructions for deducting the
charge,
then it will be deducted as described under
"Deductions and Charges - How Cash Value Charges
Are Allocated" on page 27.

In general, we do not permit you to make a
withdrawal
on monies for which your premium check has not
cleared your bank.

The Effects Of A Partial Withdrawal. A partial
withdrawal reduces the amount in your cash value,
the
cash surrender value and generally the death benefit
on a dollar-for-dollar basis. If the death benefit
is
based on the corridor percentage multiple, then the
death benefit reduction could be greater. If you
have
death benefit option 1, then we will also reduce the
face amount of your contract so that there will be
no
change in the net amount at risk. We will send you
a
new contract information page to reflect this
change.
Both the withdrawal and any reductions will be
effective as of the date we receive your request at
our
home executive office.

A contract loan might be better than a partial
withdrawal if you need temporary cash.

Surrendering Your Contract

You may surrender your contract for its net cash
surrender value while the insured person is living.
You do this by sending both a written request and
the
contract to our home executive office. The
net cash
surrender value equals the cash surrender value
minus
any loan outstanding (including loan interest).
During
the first 15 contract years, the cash surrender
value is
the cash value minus the surrender charge. After 15
years, the cash surrender value equals the cash
value.
We will compute the net cash surrender value as of
the
date we receive your request and contract at our
home
executive office. All of your insurance
coverage will
end on that date.

THE GENERAL ACCOUNT

You may allocate all or some of your cash value to
the
General Account. The General Account pays interest
at a declared rate. We guarantee the principal
after
deductions. The General Account supports our
insurance and annuity obligations. Because of
applicable exemptive and exclusionary provisions,
interests in the General Account have not been
registered under the Securities Act of 1933, and the
General Account has not been registered as an
investment company under the Investment
Company Act of 1940. Accordingly, neither the
General Account nor any interests therein are
generally subject to regulation under the 1933 Act
or the 1940 Act. We have been advised that the
staff of the SEC has not made a review of the
disclosures which are included in this prospectus
for your information and which relate to the
General Account.

You may accumulate amounts in the General Account
by:
allocating net premium and loan payments,
transferring amounts from the investment divisions,
securing any contract loans, or
earning interest on amounts you already have in the
General Account.

This amount is reduced by transfers, withdrawals and
allocated deductions.

We pay interest on all your amounts in the General
Account. The annual interest rates will never be
less
than 3.5%. We may, at our sole discretion, credit
interest in excess of 3.5%. You assume the risk
that
interest credited may not exceed 3.5%. We may pay
different rates on unloaned and loaned amounts in
the
General Account. Interest compounds daily at an
effective annual rate that equals the annual rate we
declared.

You may request a transfer between the General
Account and one or more of the investment divisions,
within limits. See "Transfers of Cash Value".
The
General Account may not be available in all states.
Your state of issue will determine if the General
Account is available on your contract. Please check
your contract form to see if the General Account is
available to you.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a sales charge, a premium tax charge, and
in some cases a service charge from each premium.
The rest of each premium (called the net premium) is
placed in your cash value.

Sales Charge. We deduct a 4% sales charge from
each premium payment. This charge partially
reimburses us for the selling and distributing costs
of
this contract. These include commissions and the
costs of preparing sales literature and printing
prospectuses. (We also deduct a deferred sales
charge
if you surrender your contract for its net cash
surrender value or let your contract lapse in the
first 15
years. See "Surrender Charges" on page 27.)
Since
this charge is a percentage of your premium, the
amount of the charge will vary with the amount of
the
premium.

Premium Tax Charge. Some states and other
jurisdictions (cities, counties, municipalities) tax
premium payments and some levy other charges. We
deduct 2.5% 2.25% of each premium for those
tax
charges. These tax rates currently range from 0.75%
to 4%. We expect to pay at least 2.5% 2.25%
of most
premiums in premium tax because of certain
retaliatory provisions in the premium tax
regulations.
If we pay less, then we may reduce the charge for
that
the premium tax.

This is a tax to Midland so you cannot deduct it on
your income tax return. Since the charge is a
percentage of your premium, the amount of the charge
will vary with the amount of the premium.
We may increase this charge if our premium tax
expenses increase. We reserve the right to vary
this
charge by state. If we make such a change, then we
will notify you.

Service Charge. If you have chosen the Civil
Service
Allotment Mode, then we deduct $.46 from each
premium payment. The $.46 covers the extra expenses
we incur in processing bi-weekly premium payments.
Charges Against The Separate Account
Fees and charges allocated to the investment
divisions
reduce the amount in your cash value.

Mortality and Expense Risks. We charge for assuming
mortality and expense risks. We guarantee that
monthly administrative and insurance deductions from
your cash value will never be greater than the
maximum amounts shown in your contract. The
mortality risk we assume is that insured people will
live for shorter periods than we estimated. When
this
happens, we have to pay a greater amount of death
benefits than we expected. The expense risk we
assume is that the cost of issuing and administering
contracts will be greater than we expected. We
charge
for mortality and expense risks at an effective
annual
rate of 0.90% of the value of the assets in the
Separate
Account attributable to Variable Universal Life-3.
We
currently intend to reduce this charge to 0.50%
after
the 10th contract year (this reduction is not
guaranteed). The investment divisions' accumulation
unit values reflect this charge. See "Using Your
Cash
Value - How We Determine The Accumulation Unit
Value" on page 20. If the money we collect from
this
charge is not needed, then we profit. We expect to
make money from this charge. To the extent sales
expenses are not covered by the sales charge and the
deferred sales charge, our General Account funds,
which may include amounts derived from this
mortality and expense risk charge, will be used to
cover sales expenses.

Tax Reserve. We reserve the right to charge for
taxes
or tax reserves, which may reduce the investment
performance of the investment divisions. Currently,
no such charge is made.

Deductions From Your Cash Value

At the beginning of each contract month (including
the
contract date), the following three deductions are
taken from your cash value:

1. Expense Charge: This charge is $7.00 per month
(currently we plan to make this deduction for the
first 15 contract years only, but we reserve
the
right to deduct it throughout the life of the
contract). This charge covers the continuing costs
of maintaining your contract, such as premium
billing and collections, claim processing, contract
transactions, record keeping, communications with
owners and other expense and overhead items.
2. Charges for Additional Benefits: Monthly
deductions are made for the cost of any additional
benefits. We may change these charges, but your
contract contains tables showing the guaranteed
maximum rates for all of these insurance costs.
3. Cost of Insurance Charge: The cost of insurance
charge is our current monthly cost of
insurance
rate times the amount at risk at the beginning of
the contract month. The amount at risk is the
difference between your death benefit and your
cash value. If the current death benefit for
the
month is increased due to the requirements of
Federal tax law, then your amount at risk for the
month will also increase. For this purpose, your
cash value amount is determined before deduction
of the cost of insurance charge, but after all of
the
other deductions due on that date. The amount of
the cost of insurance charge will vary from month
to month with changes in the amount at risk.
The cost of insurance rate is based on the sex,
attained
age, and rating class of the insured person at the
time
of the charge. We place the insured person that is
a
standard risk in the following rate classes:
preferred
non-smoker, non-smoker, and smoker. The insured
person may also be placed in a rate class involving
a
higher mortality risk, known as a substandard class.
We may change the cost of insurance rates, but they
will never be more than the guaranteed maximum
rates set forth in your contract. The maximum
charges
are based on the charges specified in the
Commissioner's 1980 Standard Ordinary Mortality
Table. The table below shows the current and
guaranteed maximum monthly cost of insurance rates
per $1,000 of amount at risk for a male, preferred,
nonsmoker, standard risk at various ages. (In
Montana, there are no distinctions based on sex.)
If Variable Universal Life 3 is purchased in
connection with an employment-related insurance or
benefit plan, employers and employee organizations
should consider, in consultation with counsel, the
impact of Title VII of the Civil Rights Act of 1964.
In
1983, the United States Supreme Court held that
under
Title VII, optional annuity benefits under a
deferred
compensation plan could not vary on the basis of
sex.

Illustrative Table of Monthly Cost of Insurance
Rates
(Rounded) per $1,000 of Amount at Risk
Male Guaranteed Current
Attained Maximum (Preferred Non-
Smoker)
Age Rate Rate
5 $.07 $.05
15 .11 .11
25 .13 .09
35 .14 .10
45 .29 .23
55 .69 .39
65 1.87 1.01

For example for a male preferred non-smoker,
age 35,
with a $100,000 face amount option 1 contract and an
initial premium of $1,000, the cost of insurance for
the
first month will be $9.91. This example assumes the
expense charge ($7.00 per month) and current cost of
insurance rate ($.10 per $1,000).

The non-smoker cost of insurance rates are lower
than
the smoker cost of insurance rates. To qualify, an
insured must be a standard risk and must meet
additional requirements that relate to smoking
habits.
The reduced cost of insurance rates depends on such
variables as the attained age and sex of the
insured.
The preferred non-smoker cost of insurance rates are
lower than the non-smoker cost of insurance rates.
To
qualify for the preferred non-smoker class, the
insured
person must be age 20 or over and meet certain
underwriting requirements.

Changes in Monthly Charges. Any changes in the cost
of insurance, charges for additional benefits or
expense charges will be by class of insured and will
be
based on changes in future expectations of
investment
earnings, mortality, the length of time contracts
will
remain in effect, expenses and taxes.

Automatic Benefit Increase Charges. There is no
separate charge for the Automatic Benefit Increase
(ABI) provision. However, as the automatic increases
are applied (see page 16 for exact details) the face
amount of insurance will increase. The face amount
increase will cause an increase in the amount at
risk
and the monthly cost of insurance charge.

Transaction Charges

In addition to the deductions described above, we
charge fees for certain contract transactions:
Partial Withdrawal of net cash surrender value.
You may make one partial withdrawal during each
contract year without a charge. There is an
administrative charge of $25 or 2 percent of the
amount withdrawn, whichever is less, each time
you make a partial withdrawal if more than one
withdrawal is made during a year.
Transfers. Currently, we do not charge when You
make transfers of cash value among investment
divisions. We reserve the right to assess a $25
charge after the twelfth transfer in a contract
year.

How Cash Value Charges Are Allocated

If we cannot make a deduction in accordance with
these percentages, we will make it based on the
proportion of (a) to (b) where (a) is your unloaned
amounts in the General Account and your amounts in
the investment divisions and (b) is the total
unloaned
amount of your cash value.

Deductions for transfer charges are made equally
between the investment divisions from which the
transfer was made. For example, if the transfer is
made
from two investment divisions, then the transfer
charge assessed to each of the investment divisions
will be $12.50.

Surrender Charges

We incur various sales and promotional expenses in
selling Variable Universal Life 3. These include
commissions, the cost of preparing sales literature,
promotional activities and other distribution
expenses.
We also incur expenses for underwriting, printing
contract forms and prospectuses, and entering
information in our records.

The surrender charge is the difference between the
amount in your cash value and your contract's cash
surrender value for the first 15 contract years. It
is a
contingent, deferred issue charge and sales load
designed to partially recover our expenses in
distributing and issuing contracts which are
terminated
by surrender in their early years (the sales charge
is
also designed to partially reimburse us for these
expenses). It is a contingent load because you pay
it
only if you surrender your contract (or let it
lapse)
during the first 15 contract years. It is a
deferred load
because we do not deduct it from your premiums. The
amount of the load in a contract year is not
necessarily
related to our actual sales expenses in that year.
We
anticipate that the sales charge and surrender
charge
will not fully cover our sales expenses. If sales
expenses are not covered by the sales and surrender
charges, we will cover them with other funds. The
net
cash surrender value, the amount we pay you if you
surrender your contract for cash, equals the cash
surrender value minus any outstanding loan and loan
interest.

The surrender charge includes deferred sales charges
and deferred issue charges. The deferred sales
charge
is the sum of two pieces:
(1) 26% of any premium payment in the first 2
contract years up to one guideline annual
premium.
(2) 5% of all other premium payments.

The sum of the above pieces is also limited by the
Guideline Annual Premium, times 5%,
times the lesser
of 20 years or the expected future lifetime at issue
as
determined by the 1980 CSO Mortality Table. Your
contract information page specifies the guideline
annual premium. It varies for each contract.
During the first 10 contract years, the maximum
deferred sales charge may be imposed. Beginning in
the 11th year the maximum deferred sales charge will
be multiplied by a percentage:
Contract Year Percentage Multiple
11 83.33%
12 66.67%
13 50.00%
14 33.33%
15 16.67%
16 and up 0.00%

If there is an increase in face amount, there will
also
be an increase in the Guideline Annual Premium. All
additions to the deferred sales charge, due to this
increase, will be 5% of premiums. The maximum
limit will also increase by the additional Guideline
Annual Premium, times 5%, times the lesser of 20
years or expected future lifetime (determined at the
time of the increase using the 1980 CSO Mortality
Table). The total in the deferred sales charge
prior to
the increase in face amount will not be affected.
If there is a decrease in the face amount, there
will
also be a decrease in Guideline Annual Premium.
Future additions to the Deferred Sales Charge will
follow the same rules as at issue with the new
Guideline Annual Premium. Prior totals in the
Deferred Sales Charge will not be affected.
You will not incur any Deferred Sales Charge,
regardless of the amount and timing of premiums, if
You keep this contract in force for fifteen years.
The following table shows the deferred issue charge
per $1,000 of the face amount. After the 15th
contract
year, there is no deferred issue charge.

Table of Deferred Issue Charges
Per Thousand of Face Amount
Contract
Year Charge
1-10 $3.00
11 $2.50
12 $2.00
13 $1.50
14 $1.00
15 $0.50
16+ $0.00

If there has been a change in face amount during the
life of the contract, then the deferred issue charge
is
applied against the highest face amount in force
during
the life of the contract.

Charges In The Funds

The Funds charge for managing investments and
providing services. Each portfolio's charges vary.
The VIP, the VIP II, and the VIP III Portfolios have
an
annual management fee. That fee is the sum of an
individual fund fee rate and a group fee rate based
on monthly average net assets of Fidelity
Management & Research Company's mutual funds.
In addition, each of these portfolios' total
operating
expenses includes fees for management and
shareholder services and other expenses (custodial,
legal, accounting, and other miscellaneous fees).
The
fees for the Fidelity Portfolios are based on the
Initial
Class. See the VIP, VIP II and VIP III
prospectuses
for additional information on how these charges are
determined and on the minimum and maximum
charges allowed. All expenses for the year
ending
December 31, 1998, are shown in the table below.
The American Century Variable Portfolios have
annual management fees that are based on the monthly
average of the net assets in each of the portfolios.
See
the American Century Variable Portfolios prospectus
for details. The expenses for the year ending
December 31, 1998, (except as otherwise noted) are
shown in the table below.

The MFS Portfolios have annual management fees that
are based on the monthly average of the net assets
in
each of the portfolios. See the MFS Portfolios
prospectus for details. The expenses for the year
ending December 31, 1998, are shown in the table
below.

The Lord Abbett Portfolio has an annual management
fee that is based on the monthly average of the net
assets in the portfolio. See the Lord Abbett
Portfolio
prospectus for details.

See the Portfolio Expenses section on page 7 for
a
complete listing of the portfolio expenses during
1999.

The expenses for all the portfolios for the year
ending
December 31, 1998, 1999 are shown in the table
below.
Management Other Total
Portfolio Fee Expenses
Expenses
VIP Money Market
Portfolio Initial Class .20% .18% .10% .09% .30% .27%
VIP High Income
Portfolio Initial Class .58% .12% .11% .70% .69%
VIP Equity-Income(1)
Portfolio Initial Class .49% .48% .09% .58% .57%
VIP Growth(1)
Portfolio Initial Class .59% .58% .09% .08% .68% .66%
VIP Overseas(1)
Portfolio Initial Class .74% .73% .17% .18% .91%
VIP II Asset Manager(1)
Portfolio Initial Class .54% .53% .10% .64% .63%
VIP II Investment Grade Bond
Portfolio Initial Class .43% .14% .11%.57% .54%
VIP II Contrafund(1)
Portfolio Initial Class .59% .58% .11% .09% .70% .67%
VIP II Asset Manager: Growth(1)
Portfolio Initial Class .59% .58% .14% .13% .73% .71%
VIP II Index 500(1) (2) .24% .11% .04% .35% .28%
VIP III Growth &
Income(1) .49% .48% .12% .61% .60%
VIP III Balanced(1) .44% .43% .15% .14% .59% .57%
VIP III Growth
Opportunities(1) .59% .58% .12% .11% .71% .69%
American Century VP
Capital Appreciation 1.00% .00% 1.00%
American Century VP
Value 1.00% .00% 1.00%
American Century VP
Balanced 1.00% .90% .00% 1.00% .90%
American Century VP
International 1.47%1.37% .00% 1.47% 1.37%
American Century VP
Income & Growth .70% .00% .70
MFS VIT Emerging
Growth(3) (4) .75% .10% .09% .85% .84%
MFS VIT Research(3) (4) .75% .11% .86%
MFS VIT Growth(3) (4)
With Income .75% .13% .88%
MFS VIT New
Discovery(2) (3) (4) .90% .27%.17%1.17%1.07%
Lord Abbett VC
Growth and Income .50% .01% .37% .51% 87%
Lord Abbett VC
Mid-Cap Value(5) .75% .35% 1.10%
Lord Abbett VC
International(5) 1.00% .35% 1.35%

VIP Equity-Income 0.57% 0.56%
VIP Growth 0.66% 0.65%
VIP Overseas 0.89% 0.87%
VIP II Asset Manager 0.63% 0.62%
VIP II Index 500 0.28%
VIP II Contrafund 0.66% 0.65%
VIP II Asset Manager: Growth 0.72% 0.70%
VIP III Balanced 0.58% 0.55%
VIP III Growth Opportunities 0.70% 0.68%
VIP III Growth & Income 0.60% 0.59%

(2) - Fidelity Management and Research agreed to
reimburse a
portion of the VIP II Index 500 expenses during
1999. Without
this reimbursement, the VIP II Index 500 would have
had total
expenses of 0.34%.

(2) (3) MFS has agreed to bear expenses for this
portfolio (subject to by these portfolios) such that
the portfolio's other
expenses shall not exceed 0.25%. Without this
limitation, the
other expenses and total expenses would be:

Other Total
Expenses Expenses
MFS VIT New Discovery 4.32% 1.59% 5.22%
2.49%

(3) (4) Each of the MFS Series has an expense
offset arrangement,
which reduces the series' custodian fee based upon
the amount of
cash maintained by the series with its custodian and
dividend
disbursing agent. Each series may enter into other
such
arrangements and directed brokerage arrangements,
which would
also have the effect of reducing the series'
expenses. The expenses
shown above do not take into account these expense
reductions,
and are therefore higher than the actual expenses of
the series.
Including these reductions, the total expenses would
have been as
follows:

MFS VIT Emerging Growth 0.83%
MFS VIT Research 0.85%
MFS VIT Growth With Income 0.87%
MFS VIT New Discovery 1.05%

(5) - Lord, Abbett & Co has agreed to reimburse a
portion of the
expenses for the VC Mid-Cap Value and VC
International
Portfolios. Without this reimbursement, the total
expenses would
have been 3.72% for the VC Mid-Cap Value and 5.22%
for the VC
International Portfolios.

ADDITIONAL INFORMATION ABOUT THE
CONTRACTS

Your Right To Examine The Contract

You have a right to examine the contract. If for
any
reason you are not satisfied with it, then you may
cancel the contract. You cancel the contract by
sending it to our home executive office along
with a
written cancellation request. Your cancellation
request must be postmarked by the latest of
the
following three dates:

10 days after you receive your contract,
10 days after we mail you a written notice telling
you about your rights to cancel (Notice of
Withdrawal Right), or
45 days after you sign Part 1 of the contract
application.

If you cancel your contract, then we will return all
of
the charges deducted from your paid premiums and
cash value, plus the cash value.

Insurance coverage ends when you send your request.

Your Contract Can Lapse

Your Variable Universal Life 3 insurance coverage
continues as long as the net cash surrender value of
your contract is enough to pay the monthly
deductions
that are taken out of your cash value. During the
Minimum Premium Period, coverage continues if your
paid premiums exceed the schedule of required
minimum premiums. If neither of these conditions is
true at the beginning of any contract month, we will
send written notification to you ( and any
assignees on
our records ) that a 61-day grace period has
begun.
This will tell you the amount of premium payment
that
is needed to satisfy the minimum requirement for two
months.

If we receive payment of this amount before the end
of
the grace period, then we will use that amount to
pay
the overdue deductions. We will put any remaining
balance in your cash value and allocate it in the
same
manner as your previous premium payments.
If we do not receive payment within 61 days, then
your contract will lapse without value. We will
withdraw any amount left in your cash value. We
will
apply this amount to the deductions owed to us,
including any applicable surrender charge. We will
inform you ( and any assignee ) that
your contract has
ended without value.

If the insured person dies during the grace period,
we
will pay the insurance benefits to the beneficiary,
minus any loan, loan interest, and overdue
deductions.

You May Reinstate Your Contract

You may reinstate the contract within five years
after
it lapses if you did not surrender the contract for
its net
cash surrender value. To reinstate the contract,
you
must:
complete an application for reinstatement,
provide satisfactory evidence that of
insurability for
the insured person, is still insurable,
pay enough premium to cover all overdue monthly
deductions, including the premium tax on those
deductions,
increase the cash value so that the cash value
minus
any contract debt equals or exceeds the
surrender
charges,
cover the next two months' deductions, and
pay or restore any contract debt.

The contract date of the reinstated contract will be
the
beginning of the contract month that coincides with
or
follows the date that we approve your reinstatement
application. Previous loans will not be reinstated.

Contract Periods And Anniversaries

We measure contract years, contract months, and
contract anniversaries from the contract date shown
on
your contract information page. Each contract month
begins on the same day in each calendar month. The
calendar days of 29, 30, and 31 are not used. Our
right
to challenge a contract and the suicide exclusion
are
measured from the contract date. See "Limits On Our
Right To Challenge The Contract" on page 32.

Maturity Date

The maturity date is the first contract anniversary
after
the insured person's 100th birthday. The contract
ends
on that date if the insured person is still alive
and the
maturity benefit is paid.

If the insured person survives to the maturity date
and
you would like to continue the contract, we will
extend
the maturity date as long as this contract still
qualifies
as life insurance according to the Internal Revenue
Service and your state. If the maturity date is
extended, the contract may not qualify as life
insurance and there may be tax consequences. A tax
advisor should be consulted before you elect to
extend
the maturity date. In order to continue the
contract
beyond the original maturity date, we require that
the
death benefit not exceed the cash value on the
original
maturity date.

We Own The Assets Of Our Separate Account

We own the assets of our Separate Account and use
them to support your contract and other variable
life
contracts. We may permit charges owed to us to stay
in the Separate Account. Thus, we may also
participate proportionately in the Separate Account.
These accumulated amounts belong to us and we may
transfer them from the Separate Account to our
General Account. The assets in the Separate Account
generally are not changeable with liabilities
arising out
of any other business we conduct. Under certain
unlikely circumstances, one investment division of
the
Separate Account may be liable for claims relating
to
the operations of another division.

Changing the Separate Account

We have the right to modify how we operate our
Separate Account. We have the right to:
add investment divisions to, or remove investment
divisions from, our Separate Account;
combine two or more divisions within our Separate
Account;
withdraw assets relating to Variable Universal Life
3 from one investment division and put them into
another;
eliminate the shares of a portfolio and substitute
shares of another portfolio of the Funds or another
open-end investment company. This may happen if
the shares of the portfolio are no longer available
for investment or, if in our judgment, further
investment in the portfolio is inappropriate in view
of the purposes of the Separate Account A;
register or end the registration of our Separate
Account under the Investment Company Act of
1940;
operate our Separate Account under the direction of
a committee or discharge such a committee at any
time (the committee may be composed entirely of
interested parties of Midland);
disregard instructions from contract owners
regarding a change in the investment objectives of
the portfolio or the approval or disapproval of an
investment advisory contract. (We would do so only
if required by state insurance regulatory
authorities
or otherwise pursuant to insurance law or
regulation); and
operate our Separate Account or one or more of the
investment divisions in any other form the law
allows, including a form that allows us to make
direct investments. In choosing these investments,
we will rely on our own or outside counsel for
advice. In addition, we may disapprove of any
change in investment advisors or in investment
policies unless a law or regulation provides
differently.

Limits On Our Right To Challenge The Contract

We can challenge the validity of your insurance
contract (based on material misstatements in the
application) if it appears that the insured person
is not
actually covered by the contract under our rules.
There are limits on how and when we can challenge
the contract:

We cannot challenge the contract after it has been
in effect, during the insured person's lifetime, for
two years from the date the contract was issued or
reinstated. (Some states may require us to measure
this in some other way.)
We cannot challenge any contract change that
requires evidence of insurability (such as an
increase in face amount) after the change has been
in effect for two years during the insured person's
lifetime.
We can challenge at any time (and require proof of
continuing disability) an additional benefit that
provides benefits to the insured person in the event
that the insured person becomes totally disabled.
If the insured person dies during the time that we
may
challenge the validity of the contract, then we may
delay payment until we decide whether to challenge
the contract.

If the insured person's age or sex is misstated on
any
application, then the death benefit and any
additional
benefits will be changed. They will be those which
would be purchased by the most recent deduction for
the cost of insurance and the cost of any additional
benefits at the insured person's correct age and
sex.
If the insured person commits suicide within two
years
after the date on which the contract was issued or
reinstated, then the death benefit will be limited
to the
total of all paid premiums minus the amount of any
outstanding contract loan and loan interest minus
any
partial withdrawals of net cash surrender value. If
the
insured person commits suicide within two years
after
the effective date of your requested face amount
increase, then we will pay the face amount which was
in effect before the increase, plus the monthly cost
of
insurance deductions for the increase (Some states
require us to measure this time by some other date).

Your Payment Options

You may choose for contract benefits and other
payments (such as the net cash surrender value or
death benefit) to be paid immediately in one lump
sum
or in another form of payment. Payments under these
options are not affected by the investment
performance of any investment division. Instead,
interest accrues pursuant to the option chosen. If
you
do not arrange for a specific form of payment before
the insured person dies, then the beneficiary will
have
this choice. However, if you do make an arrangement
with us for how the money will be paid, then the
beneficiary cannot change your choice. Payment
options will also be subject to our rules at the
time of
selection. Our consent is required when an optional
payment is selected and the payee is either an
assignee
or not a natural person (i.e., a corporation).
Currently,
these alternate payment options are only available
if
the proceeds applied are more than $1,000 and
periodic payments are at least $20.

You have the following payment options:
1. Deposit Option: The money will stay on deposit
with us for a period that we agree upon. You will
receive interest on the money at a declared interest
rate.
2. Installment Options: There are two ways that
we
pay installments:
a. Fixed Period: We will pay the amount applied
in equal installments plus applicable interest,
for a specified time, up to 30 years.
b. Fixed Amount: We will pay the sum in
installments in an amount that we agree upon.
We will continue to pay the installments until
we pay the original amount, together with any
interest you have earned.
3. Monthly Life Income Option: We will pay the
money as monthly income for life. You may
choose from 1 of 4 ways to receive the income. We
will guarantee payments for:
(1) at least 5 years (called "5 Years Certain");
(2) at least 10 years (called "10 Years
Certain");
(3) at least 20 years (called "20 Years
Certain"); or
(4) payment for life. With a life only payment
option, payments will only be made as long
as the payee is alive. Therefore, if the
payee dies after the first payment, only
one payment will be made.
4. Other: You may ask us to apply the money under
any option that we make available at the time the
benefit is paid.

We guarantee interest under the deposit and
installation options at 2.75% a year, but we may
allow
a higher rate of interest.

The beneficiary, or any other person who is entitled
to
receive payment, may name a successor to receive any
amount that we would otherwise pay to that person's
estate if that person died. The person who is
entitled
to receive payment may change the successor at any
time.

We must approve any arrangements that involve more
than one of the payment options, or a payee who is a
fiduciary or not a natural person. Also, the
details of
all arrangements will be subject to our rules at the
time
the arrangements take effect. These include:

rules on the minimum amount we will pay under an
option,
minimum amounts for installment payments,
withdrawal or commutation rights (your rights to
receive payments over time, for which we may
offer you a lump sum payment),
the naming of people who are entitled to receive
payment and their successors, and
the ways of proving age and survival.

You will choose a payment option (or any later
changes) and your choice will take effect in the
same
way as it would if you were changing a beneficiary.
(See "Your Beneficiary" below). Any amounts that
we pay under the payment options will not be subject
to the claims of creditors or to legal process, to
the
extent that the law provides.

Your Beneficiary

You name your beneficiary in your contract
application. The beneficiary is entitled to the
insurance benefits of the contract. You may change
the beneficiary during the insured person's lifetime
by
writing to our home executive office. If no
beneficiary is living when the insured person dies,
then we will pay the death benefit, in equal shares,
to
the insured person's surviving children. If there
are no
surviving children, then we will pay the death
benefit
to the insured person's estate.

Assigning Your Contract

You may assign your rights in this contract. You
must
send a copy of the assignment to our home
executive
office. We are not responsible for the validity of
the
assignment or for any payment we make or any action
we take before we receive notice of the assignment.
An absolute assignment is a change of ownership.
There may be tax consequences.

When We Pay Proceeds From This Contract
We will generally pay any death benefits, net cash
surrender value, or loan proceeds within seven days
after receiving the required form(s) at our home
executive office. Death benefits are determined
as of
the date of the insured person's death and will not
be
affected by subsequent changes in the accumulation
unit values of the investment divisions. We pay
interest from the date of death to the date of
payment.
We may delay payment for one or more of the
following reasons:
(1) We contest the contract.
(2) We cannot determine the amount of the payment
because the New York Stock Exchange is closed,
the SEC has restricted trading in securities, or the
SEC has declared that an emergency exists.
(3) The SEC, by order, permits us to delay payment
to
protect our contract owners.
We may also delay any payment until your premium
checks have cleared your bank. We may defer
payment of any loan amount, withdrawal, or surrender
from the General Account for up to six months after
we receive your request.

TAX EFFECTS

Contract Proceeds

The Internal Revenue Code of 1986 ("Code"), Section
7702, defines life insurance for tax purposes. The
Code places limits on certain contract charges used
in
determining the maximum amount of premiums that
may be paid under Section 7702. There is limited
guidance as to how to apply Section 7702.
Midland believes that a standard rate class contract
should meet the Section 7702 definition of a life
insurance contract (although there is some
uncertainty). For a contract issued on a
substandard
basis (i.e., a rate class involving higher than
standard
mortality risk), there may be more uncertainty
whether
it meets the Section 7702 definition of a life
insurance
contract. It is not clear whether such a contract
would
satisfy Section 7702, particularly if the contract
owner
pays the full amount of premiums permitted under the
contract.

If it is subsequently determined that only a lower
amount of premiums may be paid for a contract to
satisfy Section 7702, then Midland may take
appropriate and reasonable steps to cause the
contract
to comply with Section 7702. These may include
refunding any premiums paid which exceed that lower
amount (together with interest or such other
earnings
on any such premiums as is required by law).
If a contract's face amount changes, then the
applicable premium limitation may also change.
During the first 15 contract years, there are
certain
events that may create taxable ordinary income for
you if at the time of the event there has been a
gain in
the contract. These events include:
A decrease in the face amount;
A partial withdrawal;
A change from death benefit option 2 to option 1;
or,
Any change that otherwise reduces benefits under
the contract and that results in a cash distribution
in
order for the contract to continue to comply with
Section 7702 relating to premium and cash value
limitations.

Such income inclusion may result with respect to
cash
distributions made in anticipation of reductions in
benefits under the contract.

Code Section 7702A affects the taxation of
distributions (other than death benefits) from
certain
Variable Life insurance contracts as follows:
1. If premiums are paid more rapidly than the
rate
defined by a 7-Pay Test, then the contract will be
treated as a "Modified Endowment contract."
2. Any contract received in exchange for a
contract
classified as a Modified Endowment contract will
be treated as a Modified Endowment contract
regardless of whether the contract received in the
exchange meets the 7-Pay Test.
3. Loans (including unpaid loan interest),
surrenders
and withdrawals from a Modified Endowment
contract will be considered distributions.
4. Distributions (including loans) from a
Modified
Endowment contract will be taxed first as a taxable
distribution of gain from the contract (to the
extent
that gain exists), and then as non-taxable recovery
of basis.
5. The Code imposes an extra "penalty" tax of 10%
on any distribution from a Modified Endowment
Contract includable in income, unless such
distributions are made (a) after you attain age 59
1/2, (b) on account of you becoming disabled, or
(c) as substantially equal annuity payments over
your life or life expectancy.

If a contract becomes a Modified Endowment
contract, distributions that occur during the
contract
year will be taxed as distributions from a Modified
Endowment contract. In addition, distributions from
a
contract within two years before it becomes a
Modified Endowment contract will be taxed in this
manner. This means that a distribution from a
contract
that is not a Modified Endowment contract at the
time
when the distribution is made could later become
taxable as a distribution from a Modified Endowment
contract.

A contract that is not a Modified Endowment contract
may be classified as a Modified Endowment contract
if it is "materially changed" and fails to meet the
7-
Pay Test. Any distributions from such a contract
will
be taxed as explained above.

Material changes include a requested increase in
death
benefit or a change from option 1 to option 2.
Before
making any contractual changes, a competent tax
advisor should be consulted.

Any life insurance contracts which are treated as
Modified Endowment contracts and are issued by
Midland or any of its affiliates:
with the same person designated as the owner;
on or after June 21, 1988; and
within any single calendar year

will be aggregated and treated as one contract for
purposes of determining any tax on distributions.
Even if a contract is not a Modified Endowment
contract, loans at very low or no net cost ( i.e.
preferred
loans ) may be treated as distributions for
federal
income tax purposes.

For contracts not classified as Modified Endowment
contracts, distributions generally will be treated
first as
a return of your investment in the contract, and
then
taxed as ordinary income to the extent that they
exceed
your investment in the contract (which generally is
the
total premiums paid plus any contract debt ).

The Code (Section 817(h)) also authorizes the
Secretary of the Treasury to set standards, by
regulation or otherwise, for the investments of
Variable Life insurance Separate Accounts to be
"adequately diversified" in order for the contracts
to
be treated as life insurance contracts for federal
tax
purposes. We believe Separate Account A, through its
investments in the Funds, will be adequately
diversified, although we do not control the Funds.
Owners of Variable Life insurance contracts may be
considered, for Federal income tax purposes, the
owners of the assets of the Separate Account used to
support their contracts. In those circumstances,
income and gains from the Separate Account assets
are included in the Variable contract owner's gross
income. The IRS has stated in published rulings
that a
Variable contract owner will be considered the owner
of Separate Account assets if the contract owner
possesses incidents of ownership in those assets,
such
as the ability to exercise investment control over
the
assets. The Treasury Department also announced, in
connection with the issuance of regulations
concerning
diversification, that those regulations "do not
provide
guidance concerning the circumstances in which
investor control of the investments of a segregated
asset account may cause the investor (i.e., the
policy
owner), rather than the insurance company, to be
treated as the owner of the assets in the account."
This
announcement also stated that regulations or rulings
would issue guidance on the "extent to which
policyholders may direct their investments to
particular sub-accounts without being treated as
owners of the underlying assets." As of the date of
this
prospectus, no such guidance has been issued.
The ownership rights under Variable Universal Life 3
are similar to, but different from those described
by
the IRS in rulings in which it was determined that
contract owners were not owners of Separate Account
assets. For example, the owner has additional
flexibility in allocating premium payments and
contract values. These differences could result in
an
owner being treated as the owner of a pro rata
portion
of the assets of Separate Account A. Midland
does not
know what standards will be set forth in the
regulations or rulings which the Treasury Department
has stated it expects to issue. Midland
therefore
reserves the right to modify the contract as
necessary
to attempt to prevent an owner from being considered
the owner of a pro rata share of the assets of
Separate
Account A or to otherwise qualify Variable Universal
Life 3 for favorable tax treatment.

Assuming a contract is a life insurance contract for
federal income tax purposes, the contract should
receive the same federal income tax treatment as
fixed
benefit life insurance. As a result, the life
insurance
proceeds payable under either benefit option should
be
excludable from the gross income of the beneficiary
under Section 101 of the Code, and you should not be
deemed to be in constructive receipt of the cash
values
under a contract until actual distribution.

Surrenders, withdrawals, and contract changes may
have tax consequences. These include a change of
owners, an assignment of the contract, a change from
one death benefit option to another, and other
changes
reducing future death benefits. Upon complete
surrender or when maturity benefits are paid, if the
amount received plus the contract debt is more than
the total premiums paid that are not treated as
previously withdrawn by you, then the excess
generally will be treated as ordinary income.
Federal, state and local estate, inheritance and
other
tax consequences of ownership or receipt of contract
proceeds depend on the circumstances of each
contract
owner or beneficiary.

A contract may be used in various arrangements,
including:
nonqualified deferred compensation or salary
continuance plans,
split dollar insurance plans,
executive bonus plans, or
retiree medical benefit plans,
and others.

The tax consequences of such plans may vary
depending on the particular facts and circumstances
of
each individual arrangement. Therefore, if you are
contemplating the use of a contract in which the
value
depends in part on its tax consequences, then you
should be sure to consult a qualified tax advisor
regarding the tax attributes of the particular
arrangement.

In recent years, Congress has adopted new rules
relating to corporate owned life insurance. Any
business contemplating the purchase of a new life
insurance contract or a change in an existing
contract
should consult a tax advisor.

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
other means. For instance, the President's 1999
Budget Proposal has recommended legislation that
would negatively modify the federal taxation of the
contracts described in this prospectus. It is
also
possible that any change could be retroactive (that
is,
effective prior to the date of the change). A tax
advisor could be consulted with respect to actual
and
prospective changes in taxation.

Possible Charge for Midland's Taxes

At the present time, Midland makes no charge to the
Separate Account for any federal, state, or local
taxes
(other than premium taxes) that it incurs which may
be
attributable to such account or to the contracts.
Midland reserves the right to make a charge for any
such tax or other economic burden resulting from the
application of the tax laws.

If such a charge is made, it would be set aside as a
provision for taxes which we would keep in the
effected division rather than in our General
Account.

Other Tax Considerations

The foregoing discussion is general and is not
intended as tax advice. If you are concerned about
these tax implications, you should consult a
competent
tax advisor. This discussion is based on our
understanding of the Internal Revenue Service's
current interpretation of the present federal income
tax
laws. No representation is made as to the
likelihood of
continuation of these current laws and
interpretations,
and we do not make any guarantee as to the tax
status
of the contract. It should be further understood
that the
foregoing discussion is not complete and that
special
rules not described in this prospectus may be
applicable in certain situations. Moreover, no
attempt
has been made to consider any applicable state or
other tax laws.

PART 3: ADDITIONAL INFORMATION
MIDLAND NATIONAL LIFE INSURANCE
COMPANY

Midland is a subsidiary of Sammons Enterprises,
Inc.,
Dallas, Texas. Sammons has controlling or
substantial
stock interests in a large number of other companies
engaged in the areas of insurance, corporate
services,
and industrial distribution.

YOUR VOTING RIGHTS AS AN OWNER

We invest the assets of our Separate Account
divisions
in shares of the Funds' portfolios. Midland is the
legal
owner of the shares and has the right to vote on
certain
matters. Among other things, we may vote:

to elect the Funds' Board of Directors,
to ratify the selection of independent auditors for
the Funds, and
on any other matters described in the Funds'
current
prospectuses or requiring a vote by shareholders
under the Investment Company Act of 1940.

Even though we own the shares, we give you the
opportunity to tell us how to vote the number of
shares
that are allocated to your contract. We will vote
at
shareholder meetings according to your instructions.
The Funds will determine how often shareholder
meetings are held. As we receive notice of these
meetings, we will ask for your voting instructions.
The Funds are not required to hold a meeting in any
given year.

If we do not receive instructions in time from all
contract owners, then we will vote those shares in
the
same proportion as we vote shares for which we have
received instructions in that portfolio. We will
also
vote any Fund shares that we alone are entitled to
vote
in the same proportions that contract owners vote.
If
the federal securities laws or regulations or
interpretations of them change so that we are
permitted to vote shares of the Fund in our own
right
or to restrict contract owner voting, then we may do
so.

You may participate in voting only on matters
concerning the Fund portfolios in which your cash
value has been invested. We determine your voting
shares in each division by dividing the amount of
your
cash value allocated to that division by the net
asset
value of one share of the corresponding Fund
portfolio. This is determined as of the record date
set
by the Funds' Board for the shareholders meeting.
We
count fractional shares.

If you have a voting interest, we will send you
proxy
material and a form for giving us voting
instructions.
In certain cases, we may disregard instructions
relating
to changes in the Funds' advisor or the investment
policies of its portfolios. We will advise you if
we do.
Other insurance companies own shares in the Funds to
support their variable insurance products. We do
not
foresee any disadvantage to this. Nevertheless, the
Funds' Board of Directors will monitor events to
identify conflicts that may arise and determine
appropriate action. If we disagree with any Fund
action, then we will see that appropriate action is
taken
to protect our contract owners.

OUR REPORTS TO CONTRACT OWNERS

Shortly after the end of the third, sixth, ninth,
and
twelfth contract months, we will send you reports
that
show:
the current death benefit for your contract,
your cash value,
information about investment divisions,
the cash surrender value of your contract,
the amount of your outstanding contract loans,
the amount of any interest that you owe on the
loan,
and
information about the current loan interest rate.

The annual report will show any transactions
involving your cash value that occurred during the
year. Transactions include your premium
allocations,
our deductions, and your transfers or withdrawals.
We will send you semi-annual reports with financial
information on the Funds, including a list of the
investments held by each portfolio.

Our report also contains information that is
required
by the insurance supervisory official in the
jurisdiction
in which this insurance contract is delivered.
Notices will be sent to you for transfers of amounts
between investment divisions and certain other
contract transactions.

DIVIDENDS

We do not pay any dividends on the contract
described
in this prospectus.

MIDLAND'S SALES AND OTHER
AGREEMENTS

The contract will be sold by individuals who, in
addition to being licensed as life insurance agents
for
Midland National Life, are registered
representatives
of Walnut Street Securities (WSS) or broker-dealers
who have entered into written sales agreements with
WSS. WSS, the principal underwriter of the
contracts,
is registered with the SEC as a broker-dealer under
the
Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc.
The address for Walnut Street Securities is 670
Mason
Ridge Center Drive, Suite 301, St. Louis, Missouri
63141.

During the first contract year, we will pay agents a
commission of up to 70% of premiums paid. For
subsequent years, the commission allowance may
equal an amount up to 5% of premiums paid. After
the 15th contract year, we pay no commission.
Certain persistency and production bonuses may be
paid.

We may sell our contracts through broker-dealers
registered with the Securities and Exchange
Commission under the Securities Exchange Act of
1934 that enter into selling agreements with us.
The
commission for broker-dealers will be no more than
that described above.

REGULATION

We are regulated and supervised by the South
Dakota
Iowa Insurance Department. We are subject to
the
insurance laws and regulations in every jurisdiction
where we sell contracts. This contract has been
filed
with and approved by insurance officials in those
states. The provisions of this contract may vary
somewhat from jurisdiction to jurisdiction.
We submit annual reports on our operations and
finances to insurance officials in all the
jurisdictions
where we sell contracts. The officials are
responsible
for reviewing our reports to be sure that we are
financially sound and are complying with the
applicable laws and regulations.

We are also subject to various federal securities
laws
and regulations.

YEAR 2000

The Year 2000 issue (Y2K) relates to the ability of
computer systems to properly recognize a four-digit
year code. Many computer systems only allowed for a
two-digit year code and thus years such as 1998 were
simply recognized as 98. Using a two-digit year code
for the years 2000 and beyond could result in errors
and miscalculations.

Midland National Life relies extensively on computer
systems in its daily operations. Several years ago,
we
began implementing a Plan to modify all of our
computer systems to properly recognize the year
2000.
Our Y2K Plan focused on assuring compliance in the
following areas: Information Technology ("IT") and
non-information ("non-IT") hardware, operating
systems, software applications and custom
applications. We are in the process of the
remediation
and testing of other systems, including telephone,
heating and cooling, mechanical and other equipment
having embedded, date sensitive technology for Year
2000 compliance, In addition, we are reviewing the
Year 2000 compliance status of our mission critical
customers, vendors and service providers.

We have upgraded our mainframe computer hardware,
systems software and applications software to
address
Y2K issues and we expect to complete compliance
testing by June 30, 1999. Most of our systems run on
the IBM mainframe computer platform, where future
dated systems testing has been performed through
December 31, 2000. We are in the process of updating
and testing hardware and software running on
personal
computer (PC) platforms and expect to have any Y2K
issues resolved by June 30, 1999.

Y2K issues have been handled primarily by our
internal staff. We spent approximately $800,000 on
the Year 2000 project through the end of 1998 and
estimate additional expenditures of $250,000 for the
balance of the project. Due to our early start in
addressing Y2K issues, the number of other IT
projects delayed due to Y2K has been very limited.
We are currently in the process of developing a Y2K
Contingency Plan and will involve representatives
from our IT and non-IT business units in the
planning
process. The Y2K Contingency Plan may include
potential Y2K issues generated within our own
Company and potential Y2K issues generated by third
parties that have a mission critical business
relationship with us.

While we cannot guarantee that our computer systems
nor those of the parties with which we conduct
business will properly function once the year 2000
is
reached, Midland National Life is committed to
maintaining reliable computer systems which properly
recognize the year 2000.

DISCOUNT FOR MIDLAND EMPLOYEES OF
SAMMONS ENTERPRISES, INC.

Midland Employees of Sammons Enterprises,
Inc.
may receive a discount of up to 25% of first year
premiums. Midland will pay off the discount as
the
employee pays the qualifying premium. Midland is a
subsidiary of Sammons Enterprises, Inc., and
additional premium payments contributed solely by
Midland National Life will be paid into the
employee's
policy during the first year. All other contract
provisions will apply.

LEGAL MATTERS

The law firm of Sutherland Asbill & Brennan LLP,
Washington, DC, has provided advice regarding
certain matters relating to federal securities laws.
We are not involved in any material legal
proceedings.

FINANCIAL AND ACTUARIAL

The financial statements of Midland National Life
Separate Account A and Midland National Life
Insurance Company, included in this prospectus and
the registration statement, have been audited by
PricewaterhouseCoopers LLP, independent auditors,
for the periods indicated in their report which
appears
in this prospectus and in the registration
statement.
The address for PricewaterhouseCoopers LLP is IBM
Park Building, Suite 1300, 650 Third Avenue South,
Minneapolis, Minnesota 55402-4333. The financial
statements have been included in reliance upon
reports
given upon the authority of the firm as experts in
accounting and auditing.

Actuarial matters in this prospectus have been
examined by Russell A. Evenson, F.S.A., M.A.A.A.,
who is Senior Vice President and Chief Actuary of
Midland. His opinion on actuarial matters is filed
as
an exhibit to the Registration Statement we filed
with
the Securities and Exchange Commission.

ADDITIONAL INFORMATION

We have filed a Registration Statement relating to
the
Separate Account and the variable life insurance
contract described in this prospectus with the
Securities and Exchange Commission. The
Registration Statement, which is required by the
Securities Act of 1933, includes additional
information
that is not required in this prospectus under the
rules
and regulations of the SEC. If you would like the
additional information, then you may obtain it from
the SEC's main office in Washington, DC. You will
have to pay a fee for the material.

Management of Midland
Here is a list of our directors and officers.
Directors
Name and
Business Address

Principal Occupation

Principal Occupation During Past Five Years
Michael M. Masterson
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193-0001

Chairman of the Board,
President and Chief
Executive Officer
Chairman of the Board (March 1999 to present), Chief
Executive Officer and President (March 1997 to
present) President and Chief Operating Officer
(March
1996 to February 1997), Executive Vice President-
Marketing (March 1995 to February 1996), Midland
National Life Insurance Company; Vice President -
Individual Sales (prior thereto), Northwestern
National
Life

John J. Craig, II
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193-0001
Executive Vice President
Executive Vice President (January 1998 to present),
Midland National Life Insurance Company; Senior
Vice President and Chief Financial Officer (October
1993 to 1998), Midland National Life Insurance
Company; Treasurer (January 1996 to present), Briggs
ITD Corp.; Treasurer (March 1996 to present),
Sammons Financial Holdings, Inc.; Treasurer
(November 1993 to present), CH Holdings; Treasurer
(November 1993 to present), Consolidated Investment
Services, Inc.; Treasurer (November 1993 to
present),
Richmond Holding Company, L.L.C.; Partner (prior
thereto), Ernst and Young

Russell A. Evenson
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193-0001
Senior Vice President and
Chief Actuary
Senior Vice President and Chief Actuary (March 1996
to present), Senior Vice President and Actuary
(prior
thereto), Midland National Life Insurance
Company

Steven C. Palmitier
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193-0001
Senior Vice President and
Chief Marketing Officer
Senior Vice President and Chief Marketing Officer
(March 1997 to present), Senior Vice President-Sales
(August 1996 to February 1997), Midland National
Life
Insurance Company; Senior Vice President-Sales
(prior
thereto), Penn Mutual Life Insurance

Stephen P. Horvat, Jr.
Midland National Life
One Midland Plaza Sioux
Falls, SD 57193-0001

Donald J. Iverson Midland
National Life One
Midland Plaza Sioux
Falls, SD 57193-0001

Robert W. Korba
Sammons Enterprises, Inc.
300 Crescent CT
Dallas, TX 75201
Senior Vice President

Senior Vice President and
Corporate Actuary

Senior Vice President and Corporate Actuary
(November 1999 to Present); Vice President-Chief
Actuary (prior thereto), Allied Life Insurance
Company

President and Director (since 1988), Sammons
Enterprises, Inc.; Vice President (August 1998 to
present), Midland National Life Insurance Company
Executive Officers (other than Directors)
Unless otherwise indicated, the addresses for the
following are One Midland Plaza, Sioux Falls, SD
57193-0001
Name and
Business Address

Principal Occupation

Principal Occupation During Past Five Years
Jon P. Newsome Midland
National Life - Annuity
Division 7755 Office
Plaza Drive N. #105,
West Des Moines, IA
50266
E John Fromelt
Midland National Life

Executive Vice President -
Annuity Division

Senior Vice President,
Chief Investment Officer
Executive Vice President - Annuity Division (April
1999 To Present); Executive Vice President
(September
1996 to February 1999), Conseco Marketing, LLC;
Chairman & CEO (November 1995 to September
1996), American Life & Casualty Ins. Co.

Senior Vice President, Chief Investment Officer
(since
1990), Midland National Life Insurance Company;
President (since August 1995), Midland Advisors
Company; Chief Investment Officer (1996 to present),
North American Company for Life and Health
Thomas M. Meyer
Midland National Life

Stephen P. Horvat, Jr.
Midland National Life
Insurance Company
Vice President and Chief
Financial Officer

Senior Vice President
Senior Vice President and Chief Financial Officer
(January 2000 to Present), Vice President and Chief
Financial Officer (January 1998 to December 1999),
Second Vice President and Controller (1995 to 1998),
Midland National Life Insurance Company
Senior Vice President (January 1997 to present),
Midland National Life Insurance Company;
Shareholder (June 1996 to December 1997), Sorling
Law Firm; Senior Vice President, General Counsel &
Secretary (prior thereto), Franklin Life Insurance
Company

Gary J. Gaspar
North American
Company for Life &
Health Insurance
222 South Riverside Plaza
Chicago, IL 60606-5929
Senior Vice President &
Chief Information Officer
Senior Vice President & Chief Information Officer
(August 1998 to present), Midland National Life
Insurance Company; Senior Vice President Information
Systems Officer (1985 to present); North American
Company for Life & Health Insurance

Jack L. Briggs
Midland National Life
Vice President, Secretary,
and General Counsel
Vice President, Secretary and General Counsel (since
1978), Midland National Life Insurance Company
Gary W. Helder
Midland National Life

Vice President- Policy
Administration
Vice President-Policy Administration (since 1991),
Midland National Life Insurance Company
Robert W. Buchanan
Midland National Life

Vice President- Marketing
Services
Vice President-Marketing Services (March 1996 to
present), Second Vice President-Sales Development
(prior thereto), Midland National Life Insurance
Company
Thomas M. Meyer
Midland National Life

Vice President and Chief
Financial Officer
Vice President and Chief Financial Officer (January
1998 to present), Second Vice President and
Controller
(1995 to 1998), Midland National Life Insurance
Company

Timothy A. Reuer

Julia B. Roper
North American
Company for Life &
Health Insurance
222 South Riverside Plaza
Chicago, IL 60606-5929

Vice President Product
Development

Vice President & Chief
Compliance Officer

Vice President - Product Development (January
2000
To Present); Actuary - Product Development (March
1996 to December 1999); Associate Actuary (March
1992 to February 1996) Midland National Life
Insurance Company
Vice President & Chief Compliance Officer (August
1998 to present), Midland National Life Insurance
Company; Vice President & Chief Compliance Officer
(September 1997 to present), North American Company
for Life & Health Insurance; Assistant Vice
President
(prior thereto), CNA Insurance Companies

Esfandyar Dinshaw
Midland National Life -
Annuity Division 7755
Office Plaza Drive N.
#105, West
Des Moines, IA 50266
Joseph B. Moran
Parkway Mortgage
1700 Galloping Hill Road
Kenilworth, NJ 07033
Vice President - Annuity
Division

Vice President - Parkway
Mortgage Division
Vice President - Annuity Division (April 1999 to
Present); Vice President - Actuarial (September 1996
to
April 1999), Conseco; Vice President - Actuarial
(January 1991 to August 1996), American Life &
Casualty Ins. Co.

Vice President - Parkway Mortgage Division
(January
1999 to present), Midland National Life Insurance
Company; President (prior thereto), Parkway
Mortgage,
Inc.
James T. Fehon
Parkway Mortgage
1700 Galloping Hill Road
Kenilworth, NJ 07033
Vice President - Parkway
Mortgage Division
Vice President - Parkway Mortgage Division (January
1999 to present), Midland National Life Insurance
Company; Executive Vice President (prior thereto),
Parkway Mortgage, Inc.

Illustration

Following are a series of tables that illustrate how
the
cash values, cash surrender values, and death
benefits
of a contract change with the investment performance
of the Funds. The tables show how the cash values,
cash surrender values, and death benefits of a
contract
issued to an insured of a given age and given
premium would vary over time if the return on the
assets held in each Portfolio of the Funds were a
constant gross, after tax annual rate of 0%, 6%, or
12%. The tables on pages 31 through 33 illustrate a
contract issued to a male, age 25 35 , under a
standard
rate preferred non-smoker underwriting risk
classification. The tables on pages 34 through 36
illustrate a contract issued to a male, age 40,
under a
standard rate preferred non-smoker underwriting risk
classification. The cash values, cash surrender
values,
and death benefits would be different from those
shown if the returns averaged 0%, 6%, and 12% over
a period of years, but fluctuated above and below
those averages for individual contract years.
The amount of the cash value exceeds the cash
surrender value during the first fifteen contract
years
due to the surrender charge. For contract years
sixteen and after, the cash value and cash surrender
value are equal, since the surrender charge has
reduced to zero.

The second column shows the accumulation value of
the premiums paid at the stated interest rate. The
third
and sixth columns illustrate the cash values and the
fourth and seventh columns illustrate the cash
surrender values of the contract over the designated
period. The cash values shown in the third column
and the cash surrender values shown in the
fourth
column assume the monthly charge for cost of
insurance is based upon the current cost of
insurance
rates. The cash values shown in the sixth column and
the cash surrender values shown in the seventh
column assume the monthly charge for cost of
insurance is based upon the cost of insurance rates
that we guarantee. The maximum cost of insurance
rates allowable under the contract are based on the
Commissioner's 1980 Standard Ordinary Mortality
Table. The fifth and eighth columns illustrate the
death benefit of a contract over the designated
period.
The illustrations of death benefits reflect the same
assumptions as the cash value and cash surrender
values. The death benefit values also vary between
tables, depending upon whether Option 1 or Option 2
death benefits are illustrated.

The amounts shown for the death benefit, cash
values, and cash surrender values reflect the fact
that
the net investment return of the divisions of our
Separate Account is lower than the gross, after-tax
return on the assets in the Funds, as a result of
expenses paid by the Funds and charges levied
against the divisions of our Separate Account. The
illustrations also reflect the 4% sales charge
deduction from each premium, the 2.5% 2.25%
premium tax deduction from each premium and the
$7.00 per month expense charge (for the first
fifteen
years on a current basis) as well as current and
guaranteed cost of insurance charges.
The contract values shown assume daily investment
advisory fees and operating expenses equivalent to
an
annual rate of .76% .79% of the aggregate
average
daily net assets of the Portfolios of the Funds (the
average rate of the Portfolios for the period ending
December 31, 1998 1999). The actual fees and
expenses associated with the contract may be more or
less than .76% .79% and will depend on how
allocations are made to each investment division.
The
MFS VIT New Discovery, The Lord Abbett VC Mid-
Cap Value, The Lord Abbett VC International and the
VIP Index 500 portfolios contain an expense
reimbursement arrangement whereby the portfolio's
expenses have a limit. Without this arrangement,
expenses would be higher and the average of 0.79%
would be higher. This would result in lower values
than what are shown in the illustrations. Midland
cannot predict whether such arrangements will
continue. See footnotes (2), (3), (4) and (5) on
page
28 for further information on the limits on other
expenses. The contract values also take into
account
a daily charge to each division of Separate Account
A
for assuming mortality and expense risks and
administrative charges which is equivalent to a
charge at an annual rate of .90% (.50% after year 10
on a current basis) of the average net assets of the
divisions of Separate Account A. After deductions of
these amounts, the illustrated gross investment
rates
of 0%, 6%, and 12% correspond to approximate net
annual rates of -1.66%, -1.69%, -4.34%,
4.31%, and
10.34% 10.31% respectively (-1.26%, -
1.29%,
4.74%, 4.71% 10.74%, 10.71%, after year 10 on a
current basis).

The approximate net annual rates do not include
cost
of insurance charges, surrender charges, premium
loads, expense charges nor any charges for
additional
riders.

The hypothetical values shown in the tables do not
reflect any charges for federal income taxes against
Separate Account A since Midland is not currently
making such charges. However, if, in the future,
such
charges are made, the gross annual investment rate
of
return would have to exceed the stated investment
rates by a sufficient amount to cover the tax
charges
in order to produce the cash values, cash surrender
values, and death benefits illustrated.
The tables illustrate the contract values that would
result based on hypothetical investment rates of
return if premiums are paid in full at the beginning
of
each year and if no contract loans have been made.
The values would vary from those shown if the
assumed annual premium payments were paid in
installments during a year. The values would also
vary if the contract owner varied the amount or
frequency of premium payments. The tables also
assume that the contract owner has not requested an
increase or decrease in face amount, that no
withdrawals have been made and no withdrawal
charges imposed, that no contract loans have been
taken, and that no transfers have been made and no
transfer charges imposed.

MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT

DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 35 ANNUAL
RATE OF RETURN: 0%
$100,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $ 1,500
<TABLE>
ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS

1 1,575 1,182 882 100,000 1,135 835 100,000
2 3,229 2,334 2,034 100,000 2,241 1,941 100,000
3 4,965 3,456 3,156 100,000 3,319 3,019 100,000
4 6,788 4,549 4,249 100,000 4,369 4,069 100,000
5 8,703 5,615 5,315 100,000 5,392 5,092 100,000
6 10,713 6,653 6,353 100,000 6,378 6,078 100,000
7 12,824 7,665 7,365 100,000 7,339 7,039 100,000
8 15,040 8,639 8,339 100,000 8,264 7,964 100,000
9 17,367 9,589 9,289 100,000 9,154 8,854 100,000
10 19,810 10,503 10,203 100,000 10,011 9,711 100,000
11 22,376 11,431 11,181 100,000 10,835 10,585 100,000
12 25,069 12,338 12,138 100,000 11,626 11,426 100,000
13 27,898 13,226 13,076 100,000 12,376 12,226 100,000
14 30,868 14,084 13,984 100,000 13,096 12,996 100,000
15 33,986 14,924 14,874 100,000 13,776 13,726 100,000
17 40,699 16,707 16,707 100,000 14,990 14,990 100,000
18 44,309 17,557 17,557 100,000 15,526 15,526 100,000
19 48,099 18,379 18,379 100,000 15,997 15,997 100,000
20 52,079 19,176 19,176 100,000 16,414 16,414 100,000
21 56,258 19,946 19,946 100,000 16,758 16,758 100,000
22 60,646 20,682 20,682 100,000 17,029 17,029 100,000
23 65,253 21,383 21,383 100,000 17,230 17,230 100,000
24 70,091 22,043 22,043 100,000 17,342 17,342 100,000
25 75,170 22,652 22,652 100,000 17,364 17,364 100,000

30 104,641 24,747 24,747 100,000 15,638 15,638 100,000

35 142,254 24,579 24,579 100,000 9,092 9,092 100,000

40 190,260 21,558 21,558 100,000 0 0 100,000

</TABLE>

1. ASSUMES A $1,500 PREMIUM IS PAID AT THE BEGINNING
OF EACH CONTRACT YEAR. VALUES
WOULD BE DIFFERENT IF PREMIUMS ARE PAID WITH A
DIFFERENT FREQUENCY OR IN
DIFFERENT AMOUNTS.

2. ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE BEEN MADE. ZERO VALUES
INDICATE LAPSE IN THE ABSENCE OF AN ADDITIONAL
PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES
OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUND SERIES. THE CONTRACT
FUND,
SURRENDER VALUE AND DEATH BENEFIT FOR A CONTRACT
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED OVER A PERIOD OF
YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE
AVERAGES FOR THE INDIVIDUAL CONTRACT YEARS. NO
REPRESENTATION CAN BE MADE BY MIDLAND, THE SEPARATE
ACCOUNT, OR THE FUND THAT THIS ASSUMED INVESTMENT
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT

DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 35 ANNUAL
RATE OF RETURN: 6%
$100,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $ 1,500
<TABLE>

ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS

1 1,575 1,260 960 100,000 1,211 911 100,000
2 3,229 2,563 2,263 100,000 2,465 2,165 100,000
3 4,965 3,913 3,613 100,000 3,763 3,463 100,000
4 6,788 5,312 5,012 100,000 5,108 4,808 100,000
5 8,703 6,761 6,461 100,000 6,503 6,203 100,000
6 10,713 8,264 7,964 100,000 7,938 7,638 100,000
7 12,824 9,824 9,524 100,000 9,427 9,127 100,000
8 15,040 11,433 11,133 100,000 10,963 10,663 100,000
9 17,367 13,103 12,803 100,000 12,547 12,247 100,000
10 19,810 14,829 14,529 100,000 14,184 13,884 100,000
11 22,376 16,677 16,427 100,000 15,876 15,626 100,000
12 25,069 18,608 18,408 100,000 17,627 17,427 100,000
13 27,898 20,625 20,475 100,000 19,430 19,280 100,000
14 30,868 22,725 22,625 100,000 21,300 21,200 100,000
15 33,986 24,922 24,872 100,000 23,229 23,179 100,000
16 37,261 27,307 27,307 100,000 25,215 25,215 100,000
17 40,699 29,795 29,795 100,000 27,261 27,261 100,000
18 44,309 32,394 32,394 100,000 29,372 29,372 100,000
19 48,099 35,110 35,110 100,000 31,537 31,537 100,000
20 52,079 37,950 37,950 100,000 33,769 33,769 100,000
21 56,258 40,922 40,922 100,000 36,060 36,060 100,000
22 60,646 44,028 44,028 100,000 38,415 38,415 100,000
23 65,253 47,276 47,276 100,000 40,843 40,843 100,000
24 70,091 50,672 50,672 100,000 43,337 43,337 100,000
25 75,170 54,219 54,219 100,000 45,907 45,907 100,000

30 104,641 74,605 74,605 100,000 59,971 59,971 100,000

35 142,254 100,558 100,558 116,647 76,841 76,841 100,000

40 190,260 133,105 133,105 142,423 99,201 99,201 106,145

</TABLE>

1. ASSUMES A $1,500 PREMIUM IS PAID AT THE BEGINNING
OF EACH CONTRACT YEAR. VALUES
WOULD BE DIFFERENT IF PREMIUMS ARE PAID WITH A
DIFFERENT FREQUENCY OR IN
DIFFERENT AMOUNTS.
2. ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE BEEN MADE. ZERO VALUES
INDICATE LAPSE IN THE ABSENCE OF AN ADDITIONAL
PREMIUM PAYMENT.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES
OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUND SERIES. THE CONTRACT
FUND,
SURRENDER VALUE AND DEATH BENEFIT FOR A CONTRACT
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED OVER A PERIOD OF
YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE
AVERAGES FOR THE INDIVIDUAL CONTRACT YEARS. NO
REPRESENTATION CAN BE MADE BY MIDLAND, THE SEPARATE
ACCOUNT, OR THE FUND THAT THIS ASSUMED INVESTMENT
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

MIDLAND NATIONAL LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT

DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 35 ANNUAL
RATE OF RETURN: 12%
$100,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $ 1,500
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
PREMIUMS CASH CASH
END ACCUMULATED VALUE(2) CASH VALUE(2) CASH
OF AT 5% INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND VALUE BENEFIT FUND VALUE BENEFIT
1 1,575 1,338 1,038 100,000 1,288 988 100,000
2 3,229 2,803 2,503 100,000 2,698 2,398 100,000
3 4,965 4,409 4,109 100,000 4,245 3,945 100,000
4 6,788 6,171 5,871 100,000 5,943 5,643 100,000
5 8,703 8,107 7,807 100,000 7,807 7,507 100,000
6 10,713 10,234 9,934 100,000 9,845 9,545 100,000
7 12,824 12,574 12,274 100,000 12,088 11,788 100,000
8 15,040 15,138 14,838 100,000 14,546 14,246 100,000
9 17,367 17,962 17,662 100,000 17,245 16,945 100,000
10 19,810 21,064 20,764 100,000 20,209 19,909 100,000
11 22,376 24,565 24,315 100,000 23,471 23,221 100,000
12 25,069 28,441 28,241 100,000 27,062 26,862 100,000
13 27,898 32,737 32,587 100,000 31,012 30,862 100,000
14 30,868 37,491 37,391 100,000 35,370 35,270 100,000
15 33,986 42,763 42,713 100,000 40,174 40,124 100,000
16 37,261 48,702 48,702 100,000 45,470 45,470 100,000
17 40,699 55,287 55,287 100,000 51,316 51,316 100,000
18 44,309 62,587 62,587 107,023 57,778 57,778 100,000
19 48,099 70,656 70,656 115,876 64,908 64,908 106,450
20 52,079 79,579 79,579 124,939 72,754 72,754 114,223
21 56,258 89,449 89,449 134,173 81,379 81,379 122,069
22 60,646 100,353 100,353 146,515 90,850 90,850 132,641
23 65,253 112,402 112,402 159,611 101,255 101,255 143,782
24 70,091 125,716 125,716 173,488 112,683 112,683 155,502
25 75,170 140,427 140,427 188,173 125,245 125,245 167,829

30 104,641 240,483 240,483 293,389 209,128 209,128 255,136

35 142,254 404,245 404,245 468,924 342,080 342,080 396,813

40 190,260 673,894 673,894 721,067 554,008 554,008 592,789

</TABLE>

Definitions

Accumulation Unit means the units credited to each
investment division in the Separate Account.

Age means the age of the Insured Person on his/her
birthday which immediately precedes the Contract
Date.

Attained Age means the age of the Insured Person on
his/her birthday preceding a Contract Anniversary
date.

Beneficiary means the person or persons to whom the
contract's death benefit is paid when the Insured
Person dies.

Business Day means any day we are open and the New
York Stock Exchange is are open for trading.
The holidays
which we are closed but the New York Stock Exchange
is open are the day after Thanksgiving, the day
before
Christmas Eve Day, and New Year's Eve Day. and
December 26, 2000 . These days along with the
days the New
York Stock Exchange is not open for trading will not
be counted as Business Days.

Contract Fund means the total amount of monies in
our Separate Account A attributable to your in force
contract.
It also includes monies in our General Account for
your contract.

Cash Surrender Value means the Contract Fund Cash
Value on the date of surrender, less any
Surrender Charges.
Cash Value is the value of your contract fund.
means the total amount of monies in our separate
Account A
attributable to your in-force contract, plus any
monies in our General Account for your contract.

Contract Anniversary: The same month and day of the
Contract Date in each year following the Contract
Date.

Contract Date means the date from which Contract
Anniversaries and Contract Years are determined.

Contract Month means a month that starts on a
Monthly Anniversary and ends on the following
Monthly
Anniversary.

Contract Year means a year that starts on the
Contract Date or on each anniversary thereafter.

Death Benefit means the amount payable under your
contract when the Insured Person dies.

Evidence of Insurability means evidence,
satisfactory to us, that the insured person is
insurable and meets our
underwriting standards.

Funds mean the investment companies, more commonly
called mutual funds, available for investment by
Separate
Account A on the Contract Date or as later changed
by us.

Home Executive Office means where you write
to us to pay premiums or take other action, such as
transfers
between investment divisions, changes in Specified
Amount, or other such action regarding your
contract. The
address is:

Midland National Life Insurance Company
One Midland Plaza
Sioux Falls, SD 57193

In Force means the Insured Person's life remains
insured under the terms of the contract.

Investment Division means a division of Separate
Account A which invests exclusively in the shares of
a specified
Portfolio of the Fund.

Minimum Premium Period: For all contracts except
those issued in Massachusetts or Pennsylvania, this
is the
period of time beginning on the Contract Date and
ending on the later of attained age 70 or five years
from the
Contract Date. For contracts issued in Pennsylvania
where the issue age is 50 or younger, this period of
time is for
20 years from the Contract Date. For contracts
issued in Massachusetts, this period of time is for
5 years from the
Contract Date.

Modified Endowment Contract is a contract where
premiums are paid more rapidly than the rate defined
by a 7-Pay Test.

Monthly Anniversary means the day of each month that
has the same numerical date as the Contract Date.

Net Cash Surrender Value means the Cash Surrender
Value less any outstanding contract loan.

Net Premium means the premium paid less any
deduction for premium taxes, less any deduction for
the sales
charge and less any per premium expenses.

Record Date means the date the contract is recorded
on Our books as an In Force contract.

Separate Account means Our Separate Account A which
receives and invests your net premiums under the
contract.

Surrender Charges means a charge made only upon
surrender of the contract. It includes a charge for
sales related
expenses and issue related expenses.

Performance

Performance information for the investment divisions
may appear in reports and advertising to current and
prospective owners. We base the performance
information on the investment experience of the
investment division
and the Funds. The information does not indicate or
represent future performance.

Total return quotations reflect changes in Funds'
share prices, the automatic reinvestment by the
Separate Account
of all distributions and the deduction of the
mortality and expense risk charge. The quotations
will not reflect
deductions from premiums (the sales charge, premium
tax charge, and any per premium expense charge), the
monthly deduction from the cash value (the expense
charge, the cost of insurance charge, and any
charges for
additional benefits), the surrender charge, or other
transaction charges. Therefore, these returns do not
show how
actual investment performance will affect contract
benefits.

A cumulative total return reflects performance over
a stated period of time. An average annual total
return reflects
the hypothetical annually compounded return that
would have produced the same cumulative total return
if the
performance had been constant over the entire
period. Average annual total returns tend to smooth
out variations in
an investment division's returns and are not the
same as actual year-by-year results.
Midland may advertise performance figures for the
investment divisions based on the performance of a
portfolio
before the Separate Account commenced operations.

Midland may provide individual hypothetical
illustrations of cash value, cash surrender value,
and death benefits
based on the Funds' historical investment returns.
These illustrations will reflect the deduction of
expenses in the
Funds and the deduction of contract charges,
including the mortality and expense risk charge, the
deductions from
premiums, the monthly deduction from the cash value
and the surrender charge. The illustrations do not
indicate
what contract benefits will be in the future.

Financial Statements

The financial statements of Midland National Life
Insurance Company included in this prospectus should
be distinguished from the financial statements of the
Midland National Life Separate Account A and should
be considered only as bearing upon the ability of
Midland to meet its obligations under the Contracts.
They should not be considered as bearing upon the
investment performance of the assets held in the
Separate Account.

VUL300.txt
<PAGE>

Report of Independent Accountants

The Board of Directors and Stockholder

Midland National Life Insurance Company:
In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and changes in net assets present fairly, in
all material respects, the financial position of Midland National Life
Insurance Company Separate Account A (comprising, respectively, the
portfolios of the Variable Insurance Products Fund, the Variable Insurance
Products Fund II, the Variable Insurance Products Fund III, the American
Century Variable Portfolios, Inc., the Massachusetts Financial Services, and
the Lord, Abbett & Company) at December 31, 1999, and the related statements
of operations and changes in net assets for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of Midland National Life Insurance Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance
with auditing standards generally accepted in the United States, which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.

March 31, 2000

Midland National Life Insurance Company
Separate Account A
Statement of Assets
at December 31, 1999

Value
Per
ASSETS Shares Share
Investments at net asset value:
Variable Insurance Products Fund:
Money Market Portfolio (cost $4,656,942) 4,656,942 1.00 4,656,942
High Income Portfolio (cost $3,667,197) 314,343 11.31 3,555,219
Equity-Income Portfolio (cost $17,751,309) 745,499 25.71 19,166,789
Growth Portfolio (cost $33,084,831) 838,371 54.93 46,051,700
Overseas Portfolio (cost $5,322,595) 268,241 27.44 7,360,544

Variable Insurance Products Fund II:
Asset Manager Portfolio (cost $7,209,641) 429,574 18.67 8,020,155
Investment Grade Bond Portfolio (cost $1,478,325) 121,340 12.16 1,475,493
Index 500 Portfolio (cost $20,437,252) 142,539 167.41 23,862,419
Contrafund Portfolio (cost $15,695,012) 674,623 29.15 19,665,270
Asset Manager Growth: Portfolio (cost $3,693,281) 229,041 18.38 4,209,771

Variable Insurance Products Fund III:
Balanced Portfolio (cost $1,270,326) 82,159 16.00 1,314,548
Growth & Income Portfolio (cost $4,170,767) 255,647 17.30 4,422,690
Growth Opportunities Portfolio (cost $6,298,637) 285,580 23.15 6,611,175

American Century Variable Portfolios, Inc.:
Balanced Portfolio (cost $545,614) 72,785 7.79 566,994
Capital Appreciation Portfolio (cost $573,714) 56,048 14.84 831,750
International Portfolio (cost $2,200,431) 271,028 12.50 3,387,853
Value Portfolio (cost $1,219,680) 193,154 5.95 1,149,267
Income & Growth Portfolio (cost $498,286) 67,977 8.00 543,814

Massachusetts Financial Services:
VIT Emerging Growth Series (cost $1,462,604) 56,152 37.94 2,130,426
VIT Growth with Income Series (cost $314,045) 15,379 21.31 327,730
VIT New Discovery Series (cost $198,640) 15,087 17.27 260,546
VIT Research Series (cost $795,736) 40,215 23.34 938,619

Lord, Abbett & Company:
VC Growth & Income Portfolio (cost $450,509) 20,007 22.16 443,354
VC Mid-Cap Value Portfolio (cost $6,265) 661 9.82 6,486
VC International Portfolio (cost $5,307) 465 11.87 5,519

Total investments (cost $133,006,944) $ 160,965,073

</TABLE>

Midland National Life Insurance Company
Separate Account A
Statement of Assets, Continued
at December 31, 1999

Value
Per
NET ASSETS Units Unit
Net assets represented by:
Variable Insurance Products Fund:
Money Market Portfolio 371,899 12.52 $4,656,942
High Income Portfolio 191,212 18.59 3,555,219
Equity-Income Portfolio 833,908 22.98 19,166,789
Growth Portfolio 1,106,225 41.63 46,051,700
Overseas Portfolio 281,937 26.11 7,360,544

Variable Insurance Products Fund II:
Asset Manager Portfolio 314,201 25.53 8,020,155
Investment Grade Bond Portfolio 106,290 13.88 1,475,493
Index 500 Portfolio 1,143,206 20.87 23,862,419
Contrafund Portfolio 919,568 21.39 19,665,270
Asset Manager: Growth Portfolio 238,862 17.62 4,209,771

Variable Insurance Products Fund III:
Balanced Portfolio 97,602 13.47 1,314,548
Growth & Income Portfolio 267,074 16.56 4,422,690
Growth Opportunities Portfolio 440,086 15.02 6,611,175

American Century Variable Portfolios, Inc.:
Balanced Portfolio 40,629 13.96 566,994
Capital Appreciation Portfolio 48,931 17.00 831,750
International Portfolio 169,545 19.98 3,387,853
Value Portfolio 95,479 12.04 1,149,267
Income & Growth Portfolio 38,925 13.97 543,814

Massachusetts Financial Services:
VIT Emerging Growth Series 96,719 22.03 2,130,426
VIT Growth with Income Series 26,812 12.22 327,730
VIT New Discovery Series 11,736 22.20 260,546
VIT Research Series 64,738 14.50 938,619

Lord, Abbett & Company:
VC Growth & Income Portfolio 33,277 13.32 443,354
VC Mid-Cap Value Portfolio 630 10.29 6,486
VC International Portfolio 428 12.89 5,519

Net assets $160,965,073
</TABLE>

Midland National Life Insurance Company
Separate Account A

<TABLE>

Statements of Operations and Changes in Net Assets
for the years ended December 31, 1999, 1998 and 1997

Combined
1999 1998 1997
Investment income:
Dividend income $1,485,972 $980,408 $676,790
Capital gains distributions 5,126,967 4,404,907 1,587,492

6,612,939 5,385,315 2,264,282

Expenses:
Administrative expense 139,610 112,287 84,730
Mortality and expense risk 1,124,796 660,451 427,879

Net investment income (loss) 5,348,533 4,612,577 1,751,673

Realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments 6,968,775 2,782,785 2,741,725

Net unrealized appreciation (depreciation) on
Investments 13,329,487 7,854,876 3,254,492
Net realized and unrealized gains (losses) on
investments 20,298,262 10,637,661 5,996,217
Net increase (decrease) in net assets resulting
from operations $ 25,646,795 $15,250,238 $ 7,747,890
Net assets at beginning of year $ 98,414,651 $54,189,603 $32,499,879
Net increase (decrease) in net assets resulting from
operations 25,646,795 15,250,238 7,747,890
Capital shares transactions:
Net premiums 55,894,834 40,629,334 21,376,417
Transfers of policy loans (3,027,080) (1,812,692) (1,016,654)
Transfers of cost of insurance (10,455,885) (6,444,223) (4,261,689)
Transfers of surrenders (5,196,901) (3,055,075) (2,042,224)
Transfers of death benefits (136,802) (144,047) (38,948)
Transfers of other terminations (322,175) (198,487) (75,068)
Interfund and net transfers to general account 147,636 - -
Net increase in net assets from capital share
transactions 36,903,627 28,974,810 13,941,834
Total increase in net assets 62,550,422 44,225,048 21,689,724
Net assets at end of year $160,965,073 $98,414,651 $54,189,603
</TABLE>
<TABLE>

Variable Insurance Products Fund

Money Market Portfolio High Income Portfolio
1999 1998 1997 1999 1998 1997
$ 184,312 $ 123,409 $ 94,654 $ 297,898 $ 178,129 $ 104,881
11,138 113,186 12,963
184,312 123,409 94,654 309,036 291,315 117,844
2,956 2,905 3,462 4,861 4,792 3,598
32,625 20,969 16,588 31,332 26,040 18,244
148,731 99,535 74,604 272,843 260,483 96,002
(168,077) 44,450 42,799
120,076 (460,189) 137,622
(48,001) (415,739) 180,421
$ 148,731 $ 99,535 $ 74,604 $ 224,842 $ (155,256) $ 276,423
$2,731,098 $1,393,023 $1,672,741 $3,163,974 $2,830,980 $1,421,414
148,731 99,535 74,604 224,842 (155,256) 276,423
3,387,118 1,970,072 1,828,298 1,057,899 1,477,592 876,690
(137,095) (96,356) 18,183 (71,479) (94,338) (37,241)
(198,599) (148,349) (119,358) (301,939) (251,359) (207,138)
(913,421) (450,390) (914,181) (377,937) (287,811) (78,445)
(62) (130) (2,669) (336) (1,051)
(2,870) (519) (1,028) (3,359) (2,422) (1,570)
(357,958) (35,918) (1,166,106) (134,113) (353,076) 581,898
1,777,113 1,238,540 (354,322) 166,403 488,250 1,133,143
1,925,844 1,338,075 (279,718) 391,245 332,994 1,409,566
$4,656,942 $2,731,098 $1,393,023 $3,555,219 $3,163,974 $2,830,980
</TABLE>

Midland National Life Insurance Company
Separate Account A
Statements of Operations and Changes in Net Assets,
Continued
for the years ended December 31, 1999, 1998 and 1997

Variable Insurance Products Fund
Equity-Income Portfolio
1999 1998 1997
Investment income:
Dividend income $ 241,870 $ 145,189 $ 107,918
Capital gains distributions 534,659 516,702 542,585
776,529 661,891 650,503
Expenses:
Administrative expense 23,087 20,642 16,434
Mortality and expense risk 163,697 114,253 80,523

Net investment income (loss) 589,745 526,996 553,546

Realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments 702,551 464,171 465,017

Net unrealized appreciation (depreciation) on
investments (438,403) 297,365 820,036

Net realized and unrealized gains (losses) on
investments 264,148 761,536 1,285,053

Net increase (decrease) in net assets resulting
from operations $ 853,893 $ 1,288,532 $ 1,838,599

Net assets at beginning of year $15,731,177 $10,118,500 $ 6,148,229

Net increase (decrease) in net assets resulting from
operations 853,893 1,288,532 1,838,599

Capital shares transactions:
Net premiums 5,797,797 6,101,737 3,188,435
Transfers of policy loans (438,545) (286,720) (198,994)
Transfers of cost of insurance (1,512,678) (1,071,429) (757,555)
Transfers of surrenders (585,741) (380,774) (171,987)
Transfers of death benefits (17,919) (42,005) (16,504)
Transfers of other terminations (82,773) (43,973) (17,833)
Interfund and net transfers to general account (578,422) 47,309 106,110

Net increase in net assets from capital share
transactions 2,581,719 4,324,145 2,131,672

Total increase in net assets 3,435,612 5,612,677 3,970,271

Net assets at end of year $19,166,789 $15,731,177 $10,118,500

</TABLE>

Variable Insurance Products Fund
Growth Portfolio Overseas Portfolio
1999 1998 1997 1999 1998 1997
$ 51,552 $ 90,127 $ 80,524 $ 75,635 $ 74,765 $ 47,188
3,241,329 2,357,538 360,439 121,991 220,360 187,323

3,292,881 2,447,665 440,963 197,626 295,125 234,511

51,850 38,417 28,874 8,600 7,786 6,468
314,847 197,513 152,938 50,231 39,797 17,378

2,926,184 2,211,735 259,151 138,795 247,542 210,665

2,439,437 998,269 1,336,185 200,191 101,507 154,287

6,119,672 4,140,818 1,180,231 1,772,376 78,405 (83,491)

8,559,109 5,139,087 2,516,416 1,972,567 179,912 70,796

$11,485,293 $ 7,350,822 $ 2,775,567 $ 2,111,362 $ 427,454 $ 281,461

$28,503,893 $17,132,404 $11,699,876 $ 4,895,040 $ 3,708,222 $ 2,587,815

11,485,293 7,350,822 2,775,567 2,111,362 427,454 281,461

10,176,313 7,318,889 5,149,531 1,397,618 1,583,685 1,410,695
(889,497) (590,467) (446,688) (169,168) (97,787) (91,175)
(2,167,948) (1,601,618) (1,357,432) (378,999) (366,371) (324,642)
(1,471,759) (817,281) (354,778) (189,968) (255,013) (94,010)
(35,465) (23,796) (14,755) (7,260) (4,169) (3,223)
(87,911) (57,078) (34,808) (9,915) (3,207) (2,361)
538,781 (207,982) (284,109) (288,166) (97,774) (56,338)

6,062,514 4,020,667 2,656,961 354,142 759,364 838,946

17,547,807 11,371,489 5,432,528 2,465,504 1,186,818 1,120,407

$46,051,700 $28,503,893 $17,132,404 $ 7,360,544 $ 4,895,040 $ 3,708,222

</TABLE>

Midland National Life Insurance Company
Separate Account A
Statements of Operations and Changes in Net Assets,
Continued
for the years ended December 31, 1999, 1998 and 1997

Variable Insurance Products Fund II
Asset Manager Portfolio
1999 1998 1997
Investment income:
Dividend income $ 242,526 $ 187,684 $ 158,180
Capital gains distributions 307,200 563,053 396,791
549,726 750,737 554,971

Expenses:
Administrative expense 13,150 12,260 10,361
Mortality and expense risk 68,917 58,657 54,683

Net investment income (loss) 467,659 679,820 489,927

Realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments 219,173 155,701 198,545
Net unrealized appreciation (depreciation) on
investments 46,216 18,174 208,315

Net realized and unrealized gains (losses) on
investments 265,389 173,875 406,860

Net increase (decrease) in net assets resulting
from operations $ 733,048 $ 853,695 $ 896,787

Net assets at beginning of year $7,287,457 $5,864,777 $4,483,785

Net increase (decrease) in net assets resulting from
operations 733,048 853,695 896,787

Capital shares transactions:
Net premiums 1,422,179 1,504,185 1,304,321
Transfers of policy loans (167,137) (174,116) (100,858)
Transfers of cost of insurance (466,509) (449,699) (423,781)
Transfers of surrenders (309,764) (249,884) (123,302)
Transfers of death benefits (10,107) (12,156) (158)
Transfers of other terminations (15,401) (15,437) (3,731)
Interfund and net transfers to general
account (453,611) (33,908) (168,286)

Net increase in net assets from capital share
transactions (350) 568,985 484,205

Total increase in net assets 732,698 1,422,680 1,380,992

Net assets at end of year $8,020,155 $7,287,457 $5,864,777
</TABLE>

<TABLE>

Variable Insurance Products Fund II

Investment Grade Bond Portfolio Index 500 Portfolio
1999 1998 1997 1999 1998 1997
$ 45,131 $ 39,734 $ 46,902 $ 128,287 $ 58,842 $ 17,532
14,159 4,714 87,052 136,288 35,574

59,290 44,448 46,902 215,339 195,130 53,106

1,699 1,721 1,572 13,208 9,557 5,431
11,583 8,643 8,015 157,133 71,255 33,893
46,008 34,084 37,315 44,998 114,318 13,782

(4,421) 15,445 12,052 1,778,768 478,120 213,675

(66,827) 20,815 9,013 1,472,113 1,380,373 455,684

(71,248) 36,260 21,065 3,250,881 1,858,493 669,359

$ (25,240) $ 70,344 $ 58,380 $ 3,295,879 $ 1,972,811 $ 683,141

$1,142,457 $ 823,750 $ 757,993 $12,222,424 $ 4,566,701 $1,340,570

(25,240) 70,344 58,380 3,295,879 1,972,811 683,141

632,765 397,712 233,307 10,595,877 6,643,119 2,611,727
(33,143) (10,939) 2,346 (405,576) (200,663) (39,650)
(113,723) (88,089) (83,015) (1,794,224) (886,807) (393,476)
(43,742) (53,582) (105,722) (435,170) (183,244) (54,915)
(3,144) (3,204) (618) (23,612) (16,201) (1,332)
(567) (927) (505) (40,320) (17,516) (4,272)
(80,170) 7,392 (38,416) 447,141 344,224 424,908

358,276 248,363 7,377 8,344,116 5,682,912 2,542,990

333,036 318,707 65,757 11,639,995 7,655,723 3,226,131

$1,475,493 $ 1,142,457 $ 823,750 $23,862,419 $12,222,424 $ 4,566,701
</TABLE>

Midland National Life Insurance Company
Separate Account A
Statements of Operations and Changes in Net Assets,
Continued
for the years ended December 31, 1998, 1997 and 1996

<TABLE>

Variable Insurance Products Fund II

Contrafund Portfolio
1999 1998 1997

Investment income:
Dividend income $ 56,072 $ 37,587 $ 17,687
Capital gains distributions 411,195 276,533 46,743

467,267 314,120 64,430

Expenses:
Administrative expense 13,678 10,181 6,563
Mortality and expense risk 129,843 68,560 33,820

Net investment income (loss) 323,746 235,379 24,047

Realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments 996,724 405,977 248,167
Net unrealized appreciation (depreciation) on
investments 1,960,685 1,432,988 385,213

Net realized and unrealized gains (losses) on
investments 2,957,409 1,838,965 633,380

Net increase (decrease) in net assets resulting from
operations $ 3,281,155 $ 2,074,344 $ 657,427

Net assets at beginning of year $11,030,567 $ 5,101,986 $ 1,919,525

Net increase (decrease) in net assets resulting from
operations 3,281,155 2,074,344 657,427

Capital shares transactions:
Net premiums 7,357,636 5,148,927 2,852,974
Transfers of policy loans (379,002) (203,142) (93,023)
Transfers of cost of insurance (1,342,024) (746,910) (414,073)
Transfers of surrenders (520,528) (248,949) (103,126)
Transfers of death benefits (22,308) (24,534) (1,177)
Transfers of other terminations (29,593) (34,555) (8,960)
Interfund and net transfers to general account 289,367 (36,600) 292,419

Net increase in net assets from capital share
transactions 5,353,548 3,854,237 2,525,034

Total increase in net assets 8,634,703 5,928,581 3,182,461

Net assets at end of year $19,665,270 $11,030,567 $ 5,101,986

</TABLE>
<TABLE>

Variable Insurance Products II Variable Insurance Products Fund III

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth & Income
Asset Manager: Growth Portfolio Balanced Portfolio Portfolio
1999 1998 1997 1999 1998 1997 1999 1998 1997
$ 69,487 $ 28,628 $ $ 17,288 $ 3,696 $ $ 12,182 $ $ 1,324
115,247 133,880 772 20,091 5,647 24,365 1,443 4,302

184,734 162,508 772 37,379 9,343 36,547 1,443 5,626

3,315 2,638 1,700 91 62 25 587 218 26
31,033 17,363 9,040 9,164 3,005 320 27,720 6,973 370

150,386 142,507 (9,968) 28,124 6,276 (345) 8,240 (5,748) 5,230

99,198 30,155 65,245 15,035 6,509 191 185,719 37,985 473

235,779 148,003 117,585 (6,334) 48,417 2,140 51,567 199,570 786

334,977 178,158 182,830 8,701 54,926 2,331 237,286 237,555 1,259

$ 485,363 $ 320,665 $ 172,862 $ 36,825 $ 61,202 $ 1,986 $ 245,526 $ 231,807 $ 6,489

$2,756,403 $1,304,663 $ 467,931 $ 669,509 $121,777 $ $1,813,193 $ 214,268 $

485,363 320,665 172,862 36,825 61,202 1,986 245,526 231,807 6,489

1,396,405 1,392,497 787,790 726,871 539,114 102,622 2,728,935 1,372,004 182,863
(55,156) (10,349) (29,528) (6,519) (5,099) (85,889) (9,957)
(71)
(277,111) (221,079) (122,121) (112,524) (45,367) (3,050) (414,826) (110,453)
(8,429)
(73,603) (21,053) (39,420) (6,723) (11,935) (4) (56,767) (4,601)
(307)
(613) (91)
(7,983) (5,348) (3,587) (5,993) (433)
(13,934) (3,502) 67,149 10,696 9,817 20,223 198,511 120,558 33,723

968,005 1,131,075 663,870 608,214 486,530 119,791 2,363,971 1,367,118 207,779

1,453,368 1,451,740 836,732 645,039 547,732 121,777 2,609,497 1,598,925 214,268

$4,209,771 $2,756,403 $1,304,663 $1,314,548 $669,509 $121,777 $4,422,690 $1,813,193 $214,268
</TABLE>

Midland National Life Insurance Company
Separate Account A
Statements of Operations and Changes in Net Assets,
Continued
for the years ended December 31, 1999, 1998 and 1997

Variable Insurance
Products Fund III
Growth Opportunities
Portfolio
1999 1998 1997
Investment income:
Dividend income $ 38,764 $ 8,299 $
Capital gains distributions 72,472 28,848
111,236 37,147

Expenses:
Administrative expense 1,134 639 143
Mortality and expense risk 46,053 15,685 1,194

Net investment income (loss) 64,049 20,823 (1,337)

Realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments 223,702 50,809 4,463
Net unrealized appreciation (depreciation) on
investments (105,022) 394,294 23,265

Net realized and unrealized gains (losses) on
investments 118,680 445,103 27,728

Net increase (decrease) in net assets resulting
from operations $ 182,729 $ 465,926 $ 26,391

Net assets at beginning of year $3,552,709 $ 544,175 $

Net increase (decrease) in net assets resulting from
operations 182,729 465,926 26,391

Capital shares transactions:
Net premiums 3,765,062 2,646,226 424,520
Transfers of policy loans (83,842) (9,991)
Transfers of cost of insurance (633,052) (234,192) (19,831)
Transfers of surrenders (93,710) (27,363) (536)
Transfers of death benefits (12,984)
Transfers of other terminations (22,217) (6,801)
Interfund and net transfers to general account (43,520) 174,729 113,631

Net increase in net assets from capital share
transactions 2,875,737 2,542,608 517,784

Total increase in net assets 3,058,466 3,008,534 544,175

Net assets at end of year $6,611,175 $3,552,709 $544,175

</TABLE>
<TABLE>

American Century Variable Portfolios, Inc.
Capital Appreciation

Balanced Portfolio Portfolio International Portfolio
1999 1998 1997 1999 1998 1997 1999 1998 1997
$ 6,884 $ 1,086 $ $ $ $ $ $ 1,827 $
47,498 6,735 4,895 18,759
54,382 7,821 4,895 20,586

32 20 5 78 41 10 550 239 38
3,807 1,392 126 3,625 1,207 141 17,131 5,145 392
50,543 6,409 (131) (3,703) 3,647 (151) (17,681) 15,202 (430)

(9,315) (1,944) 387 20,957 (14,210) (425) 145,309 18,863 (34)

2,280 18,540 559 248,994 14,374 (5,332) 1,131,790 54,979 652

(7,035) 16,596 946 269,951 164 (5,757) 1,277,099 73,842 618

$ 43,508 $ 23,005 $ 815 $266,248 $ 3,811 $ (5,908)$1,259,418 $ 89,044 $ 188

$329,779 $ 52,097 $ $217,542 $ 73,008 $ $1,177,307 $ 199,713 $

43,508 23,005 815 266,248 3,811 (5,908) 1,259,418 89,044 188

232,299 288,299 57,959 273,950 183,887 71,171 1,325,707 1,002,411 176,976
(1,958) (5,411) (6,348) (241) (28,277) (5,436) 45
(52,048) (24,458) (6,022) (55,524) (29,375) (4,961) (243,441) (82,794) (8,337)
(8,705) (5,978) (110) (4,395) (13,744) (126) (76,073) (12,709) (1,208)
(659)
(487) (5,006) (529) (5,265)
24,606 7,231 (545) 140,277 196 12,832 (25,600) (7,657) 32,049

193,707 254,677 51,282 347,960 140,723 78,916 951,128 888,550 199,525

237,215 277,682 52,097 614,208 144,534 73,008 2,210,546 977,594 199,713

$566,994 $329,779 $ 52,097 $831,750 $217,542 $ 73,008 $3,387,853 $1,177,307 $199,713
</TABLE>

Midland National Life Insurance Company
Separate Account A
Statements of Operations and Changes in Net Assets,
Continued
for the years ended December 31, 1999, 1998 and 1997

American Century Variable
Portfolios, Inc.
Income & Growth
Value Portfolio Portfolio
1999 1998 1997 1999 1998
Investment income:
Dividend income $ 8,547 $ 1,367 $ $ 18 $ 39
Capital gains distributions 80,972 16,326
89,519 17,693 18 39

Expenses:
Administrative expense 166 111 20 18
Mortality and expense risk 9,012 3,549 214 2,297 10

Net investment income (loss) 80,341 14,033 (234) (2,297) 29

Realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments (21,056) (10,206) 698 11,286 38
Net unrealized appreciation (depreciation) on
investments (91,791) 19,163 2,214 44,403 1,125

Net realized and unrealized gains (losses) on
investments (112,847) 8,957 2,912 55,689 1,163

Net increase (decrease) in net assets resulting
from operations $ (32,506) $ 22,990 $ 2,678 $ 53,392 $ 1,192

Net assets at beginning of year $ 778,580 $139,559 $ $ 32,520 $

Net increase (decrease) in net assets resulting from
operations (32,506) 22,990 2,678 53,392 1,192

Capital shares transactions:
Net premiums 604,324 699,611 116,538 458,673 30,706
Transfers of policy loans (26,391) (11,530) (4,650)
Transfers of cost of insurance (146,617) (82,653) (8,468) (39,156)
(128)
Transfers of surrenders (11,525) (24,446) (47) (6,230)
Transfers of death benefits (17,555)
Transfers of other terminations (341) (1,700)
Interfund and net transfers to general account (16,257) 52,604 28,858 50,965 750

Net increase in net assets from capital share
transactions 403,193 616,031 136,881 457,902 31,328

Total increase in net assets 370,687 639,021 139,559 511,294 32,520

Net assets at end of year $1,149,267 $778,580 $139,559 $543,814 $32,520

</TABLE>
<TABLE>

Massachusetts Financial Services

VIT New
VIT Emerging VIT Growth with Discovery VIT Research
Growth Series Income Series Series Series
1999 1998 1999 1998 1999 1998 1999 1998
$ $ $ 271 $ $ $ $ 853 $
4,805 4,509
597 4,805 5,362

138 4 14 8 378 54
5,706 46 1,242 5 670 1 5,028 349
(5,844) (50) (659) (5) 4,127 (1) (44) (403)

53,417 146 1,508 8 9,700 15 59,575 909

660,695 7,127 13,099 585 61,765 142 101,858 41,025

714,112 7,273 14,607 593 71,465 157 161,433 41,934

$ 708,268 $ 7,223 $ 13,948 $ 588 $ 75,592 $ 156 $161,389 $ 41,531

$ 56,516 $ $ 11,356 $ $ 1,975 $ $245,451 $

708,268 7,223 13,948 588 75,592 156 161,389 41,531

1,179,624 47,502 306,592 10,680 123,165 1,842 589,890 204,167
(19,820) (4,353) (929) (8,835) (150)
(91,290) (315) (22,366) (120) (9,233) (23) (47,574) (2,238)
(5,420) (918) (537) (20) (5,062) (5,394)

(2,518) (205)
305,066 3,024 23,090 208 69,996 3,565 7,535

1,365,642 49,293 302,426 10,768 182,979 1,819 531,779 203,920

2,073,910 56,516 316,374 11,356 258,571 1,975 693,168 245,451

$2,130,426 $56,516 $327,730 $11,356 $260,546 $ 1,975 $938,619 $245,451

</TABLE>
<TABLE>

Lord, Abbett & Company

VC Growth VC Mid-Cap VC
Value International
Income Portfolio Portfolio Portfolio
1999 1998 1999 1999
$ 7,938 $ $ 8 $ 12
27,959 437
35,897 8 449

12
2,097 34 1 2
33,788 (34) 7 447

9,389 68 1 4

(5,938) (1,217) 222 212

3,451 (1,149) 223 216

$ 37,239 $(1,183) $ 230 $ 663

$ 63,724 $ $ $

37,239 (1,183) 230 663

348,427 64,470 4,819 4,889
(3,471)
(34,423) (397) (24) (33)
(101) (6)

(3,906)
35,865 840 1,461

342,391 64,907 6,256 4,856

379,630 63,724 6,486 5,519

$ 443,354 $ 63,724 $ 6,486 $ 5,519

</TABLE>

1. Organization and Significant Accounting Policies:
Organization:
Midland National Life Separate Account C ("Separate Account"), a unit
investment trust, is a segregated investment account of Midland National Life
Insurance Company (the "Company") in accordance with the provisions of
the Iowa Insurance laws. The assets and liabilities of the Separate Account
are clearly identified and distinguished from the other assets and
liabilities of the Company. The Separate Account is used to fund variable
annuity contracts of the Company. Walnut Street Securities serves as the
underwriter of the Separate Account.

Investments:
The Separate Account invests in specified portfolios of Variable Insurance
Products Fund ("VIPF"), Variable Insurance Products Fund II ("VIPF II"),
Variable Insurance Products Fund III ("VIPF III"), American Century
Variable Portfolios, Inc. ("ACVP"), Massachusetts Financial Services
("MFS"), and Lord, Abbett & Company ("LAC") (collectively "the Funds"),
each diversified open-end management companies registered under the
Investment Company Act of 1940, as directed by participants. The VIPF III
Balanced, Growth & Income and Growth Opportunities Portfolios and the
ACVP Balanced, Capital Appreciation, International and Value portfolios
were introduced in 1997. The ACVP Income & Growth portfolio, the MFS
Emerging Growth, Growth with Income, New Discovery and Research
portfolios as well as the LAC's Growth & Income portfolio were each
introduced in 1998. The LAC Mid-Cap Value and International portfolios
were introduced in 1999. All other portfolios have been in existence for
more than three years.

Investments in shares of the Funds are valued at the net asset values (fair
values) of the respective portfolios of the Funds corresponding to the
investment portfolios of the Separate Account. Investment transactions are
recorded on the trade date. Dividends are automatically reinvested in shares
of the Funds.

Investment income is recorded when earned. The first-in, first-out (FIFO)
method is used to determine realized gains and losses on investments.
Dividend and capital gain distributions are recorded as income on the ex-
dividend date.

Federal Income Taxes:
The operations of the Separate Account are included in the federal income tax
return of the Company. Under the provisions of the policies, the Company
has the right to charge the Separate Account for federal income tax
attributable to the Separate Account. No charge is currently being made
against the Separate Account for such tax since, under current law, the
Company pays no tax on investment income and capital gains reflected in
variable annuity policy reserves. However, the Company retains the right to
charge for any federal income tax incurred which is attributable to the
Separate Account if the law is changed. Charges for state and local taxes,
if any, attributable to the Separate Account may also be made.

1. Organization and Significant Accounting Policies, continued:
Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Merger:
Effective January 2, 1997, Investors Life Insurance Company of Nebraska
("Investors Life") was merged into the Company. Related to this merger all
of the assets and liabilities of Investors Life were transferred to Midland
including the assets of Investors Life's Separate Account D, which were
merged into Midland's Separate Account C. The merger of the Separate
Account D assets into Midland's Separate Account C was possible as the
variable annuity insurance contracts were identical in all material respects
to the contracts issued by Separate Account C. This merger of separate account
assets was structured so that there was no change in the rights and benefits
of persons owning contracts with either separate accounts and no change in the
net asset values held by the respective participants of either of the
separate accounts.

2. Expense Charges:
The Company is compensated for certain expenses as described below. The
rates of each applicable charge is described in the Separate Account's
prospectus.

A contract administration fee is charged to cover the Company's
recordkeeping and other administrative expenses incurred to operate the
Separate Account. This fee is allocated to the individual portfolios of the
Funds based on the net asset value of the portfolios in proportion to the
total net asset value of the Separate Account.

A mortality and expense risk fee is charged in return for the Company's
assumption of risks associated with adverse mortality experience or excess
administrative expenses in connection with policies issued. This fee is
charged directly to the individual portfolios of the Funds based on the net
asset value of the portfolio.

An annual charge is deducted from the Separate Account value at the end of
each contract year, upon full withdrawal or at maturity.

A transfer charge
is imposed on each transfer between portfolios of the Separate Account in
excess of a stipulated number of transfers in any one contract year. A
deferred sales charge may be imposed in the event of a full or partial
withdrawal within the stipulated number of years.

3. Purchases and Sales of Investment Securities:

<TABLE>

The aggregate cost of purchases and proceeds from sales of investments for
the years ended December 31, 1999, 1998, and 1997 were as follows:
<S> <C> <C> <C> <C>
<C> <C>
1999 1998 1997
Portfolio Purchases Sales Purchases Sales Purchases Sales

Variable Insurance
Products Fund:
Money Market $ 9,896,659 $ 7,970,815 $ 3,703,516 $ 2,365,443 $ 2,398,056 $ 2,679,342
High Income 1,824,831 1,385,584 2,203,912 1,455,179 1,762,564 534,720
Equity-Income 7,965,654 4,794,190 8,012,948 3,161,806 4,606,039 1,926,533
Growth 17,129,896 8,141,199 11,455,665 5,223,262 6,694,330 3,789,244
Overseas 2,174,003 1,681,065 2,210,743 1,203,837 1,975,804 928,568

Variable Insurance
Products Fund II:
Asset Manager 2,532,079 2,064,769 2,586,539 1,337,735 2,167,982 1,198,071
Investment Grade Bond 1,050,248 645,964 643,163 360,716 351,091 307,112
Index 500 16,723,521 8,334,410 8,451,405 2,654,171 3,510,441 954,879
Contrafund 9,846,069 4,168,776 6,631,801 2,542,183 3,786,750 1,239,389
Asset Manager: Growth 2,054,380 935,989 1,849,012 575,429 1,025,893 372,417

Variable Insurance
Products Fund III:
Balanced 941,456 305,117 732,611 239,805 151,867 32,420
Growth & Income 3,551,997 1,179,785 1,662,264 300,895 229,692 16,682
Growth Opportunities 4,921,294 1,981,509 3,263,185 699,754 583,991 67,546

American Century Variable
Portfolios, Inc.:
Balanced 347,553 103,303 335,438 74,354 69,085 17,933
Capital Appreciation 506,000 161,743 242,481 98,110 93,376 14,612
International 1,808,828 875,382 1,186,094 282,341 224,848 25,753
Value 889,409 405,876 911,411 281,349 153,593 16,945
Income & Growth 678,607 223,003 32,015 657

Massachusetts Financial
Services:
VIT Emerging Growth 1,742,516 382,718 50,012 769
VIT Growth with Income 387,674 85,908 10,927 164
VIT New Discovery 243,815 56,708 1,904 86
VIT Research 871,248 339,513 216,124 12,607

Lord, Abbett & Company:
VC Growth & Income 500,032 123,853 65,826 952
VC Mid-Cap Value 6,300 36
VC International 5,338 35

$88,599,407 $46,347,250 $56,458,996 $22,871,604 $29,785,402 $14,122,166

</TABLE>

4. Summary of Changes from Unit Transactions:

<TABLE>

Transactions in units for the years ended December 31, 1999, 1998, and 1997
were as follows:
<S> <C> <C>
<C>

1999 1998 1997
Portfolio Purchases Sales Purchases Sales Purchases Sales
Variable Insurance Products
Fund:
Money Market 835,984 673,072 295,836 184,053 160,457 175,104
High Income 98,630 71,545 121,025 66,129 71,855 20,908
Equity-Income 415,808 205,107 455,774 132,401 155,294 58,396
Growth 586,202 232,604 444,888 159,955 216,574 102,996
Overseas 118,026 80,859 122,745 60,018 89,759 39,237

Variable Insurance Products
Fund II:
Asset Manager 104,912 82,952 102,475 54,816 77,125 50,498
Investment Grade Bond 79,703 46,610 44,592 23,051 20,534 19,490
Index 500 961,899 449,674 555,532 157,217 204,615 48,013
Contrafund 531,099 207,814 438,316 156,194 254,844 75,480
Asset Manager: Growth 123,754 55,713 126,892 38,975 71,882 23,310

Variable Insurance Products
Fund III
Balanced 68,029 21,901 60,349 19,734 13,593 2,733
Growth & Income 217,555 68,882 121,924 21,402 19,277 1,397
Growth Opportunities 323,436 127,242 251,295 52,957 51,166 5,612

American Century Variable
Portfolios, Inc.:
Balanced 22,428 7,567 27,213 6,100 6,244 1,589
Capital Appreciation 41,391 13,397 23,494 9,333 8,033 1,258
International 128,347 54,179 98,873 22,399 21,308 2,405
Value 63,016 31,075 74,591 22,784 13,166 1,434
Income & Growth 52,996 16,794 2,779 57

Massachusetts Financial Services:
VIT Emerging Growth 115,425 23,198 4,556 63
VIT Growth with Income 32,306 6,476 997 14
VIT New Discovery 14,948 3,365 160 7
VIT Research 68,564 24,701 22,120 1,245

Lord, Abbett & Company:
VC Growth & Income 40,925 13,578 6,014 84
VC Mid-Cap Value 634 4
VC International 431 3
</TABLE>

5. Net Assets:
<TABLE>

Net assets at December 31, 1999, consisted of the following:

Accumulated
Net Investment Net
Capital Income and Unrealized
Share Net Realized Appreciation
Portfolio Transactions Gains of Investments Total

Variable Insurance Products Fund:
Money Market $ 4,251,158 $ 405,784 $ 0 $ 4,656,942
High Income 2,902,346 764,851 (111,978) 3,555,219
Equity-Income 13,361,995 4,389,313 1,415,481 19,166,789
Growth 20,716,315 12,368,516 12,966,869 46,051,700
Overseas 4,074,956 1,247,638 2,037,950 7,360,544

Variable Insurance Products Fund II:
Asset Manager 4,514,048 2,695,593 810,514 8,020,155
Investment Grade Bond 1,261,713 216,612 (2,832) 1,475,493
Index 500 17,712,168 2,725,084 3,425,167 23,862,419
Contrafund 13,426,386 2,268,625 3,970,259 19,665,270
Asset Manager: Growth 3,188,934 504,346 516,491 4,209,771

Variable Insurance Products Fund III:
Balanced 1,214,536 55,790 44,222 1,314,548
Growth & Income 3,938,869 231,899 251,922 4,422,690
Growth Opportunities 5,936,127 362,509 312,539 6,611,175

American Century Variable
Portfolios, Inc.:
Balanced 499,667 45,949 21,378 566,994
Capital Appreciation 567,598 6,115 258,037 831,750
International 2,039,203 161,229 1,187,421 3,387,853
Value 1,156,106 63,576 (70,415) 1,149,267
Income & Growth 489,230 9,056 45,528 543,814

Massachusetts Financial Services:
VIT Emerging Growth 1,414,935 47,669 667,822 2,130,426
VIT Growth with Income 313,194 852 13,684 327,730
VIT New Discovery 184,798 13,841 61,907 260,546
VIT Research 735,699 60,037 142,883 938,619

Lord, Abbett & Company:
VC Growth & Income 407,298 43,211 (7,155) 443,354
VC Mid-Cap Value 6,256 8 222 6,486
VC International 4,856 451 212 5,519
$104,318,391 $28,688,554 $27,958,128 $160,965,073
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
The accompanying notes are an integral part of the financial statements.
3
The accompanying notes are an integral part of the financial statements.
4
The accompanying notes are an integral part of the financial statements.
5
The accompanying notes are an integral part of the financial statements.
6
The accompanying notes are an integral part of the financial statements.
7
The accompanying notes are an integral part of the financial statements.
8
The accompanying notes are an integral part of the financial statements.
9
Midland National Life Insurance Company
Separate Account A
Notes to Financial Statements, Continued
16

MNLSAA99.txt

<PAGE>

Report of Independent Accountants

The Board of Directors and Stockholder
Midland National Life Insurance Company:
In our opinion, the accompanying balance sheets and the related statements
of income, stockholder's equity, and cash flows present fairly, in all material
respects, the financial position of Midland National Life Insurance Company
(the "Company") at December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

March 10, 2000

Midland National Life Insurance Company
<TABLE>
<S> <C> <C> <C>
Balance Sheets
at December 31, 1999 and 1998
(Amounts in thousands, except share and per share amounts)

ASSETS 1999 1998
Investments:
Fixed maturities $2,097,305 $2,281,730
Equity securities 364,462 327,309
Policy loans 217,012 213,267
Short-term investments 102,829 280,943
Other invested assets 65,011 37,076

Total investments 2,846,619 3,140,325

Cash 2,105 754
Accrued investment income 40,683 38,555
Deferred policy acquisition costs 493,914 417,164
Present value of future profits of acquired businesses 23,473 31,162
Federal income taxes receivable 30,415
Other receivables and other assets 34,683 14,407
Separate accounts assets 394,266 249,145

Total assets $3,866,158 $3,891,512

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
Policyholder account balances $2,280,369 $2,307,893
Policy benefit reserves 431,266 419,615
Policy claims and benefits payable 31,698 30,393
Federal income taxes payable 20,566
Other liabilities 100,139 100,867
Security lending liability 50,500
Separate account liabilities 394,266 249,145

Total liabilities 3,237,738 3,178,979

</TABLE>

Commitments and contingencies

Stockholder's equity:
Common stock, $1 par value, 2,549,439 shares authorized,
2,548,878 shares outstanding 2,549 2,549
Additional paid-in capital 33,707 33,707
Accumulated other comprehensive (loss) income (51,130) 26,826
Retained earnings 643,294 649,629
Less treasury stock (561 shares), at cost (178)

Total stockholder's equity 628,420 712,533

Total liabilities and stockholder's equity $3,866,158 $3,891,512

Midland National Life Insurance Company

</TABLE>

Statements of Income
for the years ended December 31, 1999, 1998, and 1997
(Amounts in thousands)

1999 1998 1997

Revenues:
Premiums $ 98,169 $94,495 $98,668
Interest sensitive life and investment product charges
159,927 159,115 157,423
Net investment income 225,642 224,939 188,650
Net realized investment (losses) gains (9,751) (6,489) 3,561
Net unrealized (losses) gains on trading securities
(16,124) 2,847 (641)
Other income 4,691 3,157 2,565

Total revenue 462,554 478,064 450,226

Benefits and expenses:
Benefits incurred 139,943 137,313 146,227
Interest credited to policyholder account balances
127,786 133,529 111,333

Total benefits 267,729 270,842 257,560

Operating expenses (net of commissions and other expenses
deferred) 46,283 47,549 44,130
Amortization of deferred policy acquisition costs and present
value of future profits of acquired businesses 65,695 66,189 56,954

Total benefits and expenses 379,707 384,580 358,644

Income before income taxes 82,847 93,484 91,582

Income tax expense 29,004 32,618 33,053

Net income $53,843 $60,866 $58,529

</TABLE>

<TABLE>

Midland National Life Insurance Company
Statements of Stockholder's Equity
for the years ended December 31, 1999, 1998, and 1997
(Amounts in thousands)

Accumulated
Additional Other Less Total
Common Paid-in Comprehensive Comprehensive Retained Treasury Stockholder's
Stock Capital Income (Loss) Income (Loss) Earnings Stock Equity

Balance at December 31, 1996
$2,549 $33,707 $18,825 $570,234 $625,315
Comprehensive income:
Net income $58,529 58,529 58,529
Other comprehensive income:
Net unrealized gain on available-for-sale investments
12,013 12,013 12,013

Total comprehensive income $70,542

Dividends paid on common stock (25,000) (25,000)

Balance at December 31, 1997
2,549 33,707 30,838 603,763 670,857

Comprehensive income:
Net income 60,866 60,866 60,866

</TABLE>

Other comprehensive income:

<TABLE>
<S> <C> <C> <C>
Net unrealized loss on available-for-sale investments
(4,012) (4,012) (4,012)
Total comprehensive income $56,854

Dividends paid on common stock (15,000) (15,000)
Repurchase of minority interest shares $(178) (178)

Balance at December 31, 1998
2,549 33,707 26,826 649,629 (178) 712,533

Comprehensive (loss):
Net income 53,843 53,843 53,843

Other comprehensive (loss):
Net unrealized loss on available-for-sale investments
(77,956) (77,956) (77,956)
Total comprehensive (loss) $(24,113)

Dividends paid on common stock (60,000) (60,000)
Retirement of treasury stock (178) 178

Balance at December 31, 1999
$2,549 $33,707 $(51,130) $643,294 $ $628,420

</TABLE>

Midland National Life Insurance Company

<TABLE>
<S> <C> <C> <C>
Statements of Cash Flows
for the years ended December 31, 1999, 1998, and 1997
(Amounts in thousands)

1999 1998 1997

Cash flows from operating activities:
Net income $ 53,843 $ 60,866 $ 58,529
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred policy acquisition costs
and present value of future profits of acquired
business 65,695 66,189 56,954
Net amortization of premiums and discounts on
Investments (1,948) 4,325 2,699
Policy acquisition costs deferred (66,199) (54,611) (50,363)
Net realized investment losses (gains) 9,751 6,489 (3,561)
Net unrealized losses (gains) on trading securities
16,124 (2,847) 641
Net proceeds from (cost of) trading securities
15,011 (37,769) 99,850
Deferred income taxes (2,808) (10,849) (5,421)
Net interest credited and product charges on
universal life and investment policies (32,140) (25,586) (46,090)
Changes in other assets and liabilities:
Net receivables and payables (28,682) 22,190 (13,946)
Policy benefits 13,555 8,397 15,826
Other (646) 1,173 122

Net cash provided by operating activities 41,556 37,967 115,240

Cash flows from investing activities:
Proceeds from investments sold, matured or repaid:
Fixed maturities 957,817 1,405,391 1,217,086
Equity securities 183,458 304,589 137,510
Other invested assets 535 2,601 941
Cost of investments acquired:
Fixed maturities (927,119) (1,281,839) (1,791,522)
Equity securities (294,286) (451,181) (144,862)
Other invested assets (28,498) (10,346) (11,702)
Net change in policy loans (3,745) (11,138) (9,995)
Net change in short-term investments 178,114 355,337 93,875
Net change in security lending (50,500) (257,625) 308,125
Payment for purchase of insurance business, net of
cash acquired (1,026) 23,939

Net cash provided by (used in) investing activities
15,776 54,763 (176,605)

</TABLE>

Midland National Life Insurance Company

Statements of Cash Flows, Continued
for the years ended December 31, 1999, 1998, and 1997
(Amounts in thousands)

1999 1998 1997
Cash flows from financing activities:
Receipts from universal life and investment products $355,962 $317,398 $280,164
Benefits paid on universal life and investment
products (351,943) (396,580) (194,993)
Dividends paid on common stock (60,000) (15,000) (25,000)
Repurchase of minority interest shares (178)

Net cash (used in) provided by financing activities (55,981) (94,360) 60,171

Increase (decrease) in cash 1,351 (1,630) (1,194)

Cash at beginning of year 754 2,384 3,578

Cash at end of year $ 2,105 $ 754 $ 2,384

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 96 $ 119 $ 143
Income taxes, paid to parent 36,976 45,980 42,749

Noncash operating, investing and financing activity:
Policy loans, receivables and other assets
received in assumption reinsurance
agreements

70 38,044
</TABLE>
1. Summary of Significant Accounting Policies:
Organization:
Midland National Life Insurance Company ("Midland" or the
"Company") is a wholly-owned subsidiary of Sammons Enterprises,
Inc. ("SEI"). Midland operates predominantly in the individual life and
annuity business of the life insurance industry. The Company is
licensed to operate in 49 states and the District of Columbia.

Basis of Presentation:
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as of
the date of the balance sheet and revenues and expenses for the period.
Actual results could differ significantly from those estimates.
The Company is subject to the risk that interest rates will change and
cause a decrease in the value of its investments. To the extent that
fluctuations in interest rates cause the duration of assets and liabilities
to differ, the Company may have to sell assets prior to their maturity
and realize a loss.

Investments:
The Company is required to classify its fixed maturity investments
(bonds and redeemable preferred stocks) and equity securities
(common and nonredeemable preferred stocks) into three categories:
securities that the Company has the positive intent and the ability to
hold to maturity are classified as "held-to-maturity"; securities that are
held for current resale are classified as "trading securities"; and
securities not classified as held-to-maturity or as trading securities are
classified as "available-for-sale." Investments classified as trading or
available-for-sale are required to be reported at fair value in the balance
sheet. The Company has no securities classified as held-to-maturity.
Trading securities are held for resale in anticipation of short-term
market movements. The Company's trading securities are stated at
market value. Gains and losses on these securities, both realized and
unrealized, are included in the determination of net income. Net cost of
or proceeds from trading securities are included in operating activities
in the statements of cash flows.

1. Summary of Significant Accounting Policies, continued:
Investments, continued:

Available-for-sale securities are classified as such if not considered
trading securities or if there is not the positive intent and ability to hold
the securities to maturity. Such securities are carried at market value
with the unrealized holding gains and losses included as other
comprehensive income in stockholder's equity, net of related
adjustments to deferred policy acquisition costs, deferred income taxes
and the accumulated unrealized holding gains (losses) on securities sold
which are released into income as realized investment gains. Cash
flows from available-for-sale security transactions are included in
investing activities in the statements of cash flows.

For CMO's and mortgage-backed securities, the Company recognizes
income using a constant effective yield based on anticipated
prepayments and the estimated economic life of the securities. When
actual prepayments differ significantly from anticipated prepayments,
the effective yield is recalculated to reflect actual payments to date and
anticipated future payments. The net investment in the security is
adjusted to the amount that would have existed had the new effective
yield been applied since the acquisition of the security. This
adjustment is included in net investment income.

Policy loans and other invested assets are carried at unpaid principal
balances. Short-term investments are carried at amortized cost, which
approximates fair value.

Investment income is recorded when earned. Realized gains and losses
are determined on the basis of specific identification of the investments.
When a decline in value of an investment is determined to be other than
temporary, the specific investment is carried at estimated realizable
value and its original book value is reduced to reflect this impairment.
Such reductions in book value are recognized as realized investment
losses in the period in which they were written down.

1. Summary of Significant Accounting Policies, continued:
Recognition of Traditional Life, Health, and Annuity Premium
Revenue and Policy Benefits:

Traditional life insurance products include those products with fixed
and guaranteed premiums and benefits. Life insurance premiums,
which comprise the majority of premium revenues, are recognized as
premium income when due. Benefits and expenses are associated with
earned premiums so as to result in recognition of profits over the life of
the contracts. This association is accomplished by means of the
provision for policy benefit reserves and the amortization of deferred
policy acquisition costs.

Liabilities for future policy benefits for traditional policies generally
are computed by the net level premium method based on estimated
future investment yield, mortality, morbidity, and withdrawals which
were appropriate at the time the policies were issued or acquired.
Interest rate assumptions range primarily from 6.25% to 11.25%.
Recognition of Revenue and Policy Benefits for Interest Sensitive
Life Insurance Products and Investment Contracts (Interest
Sensitive Policies):

Interest sensitive policies are issued on a periodic and single premium
basis. Amounts collected are credited to policyholder account
balances. Revenues from interest sensitive policies consist of charges
assessed against policyholder account balances for the cost of
insurance, policy administration, and surrender charges. Revenues also
include investment income related to the investments which support the
policyholder account balances. Policy benefits and claims that are
charged to expense include benefits incurred in the period in excess of
related policyholder account balances. Benefits also include interest
credited to the account balances.

Policy reserves for universal life and other interest sensitive life
insurance and investment contracts are determined using the
retrospective deposit method. Policy reserves consist of the
policyholder deposits and credited interest less withdrawals and
charges for mortality, administrative, and policy expenses. Interest
crediting rates ranged primarily from 2.75% to 6.5% in 1999, 3% to
6.5% in 1998 and 3.75% to 6.75% in 1997. For certain contracts, these
crediting rates extend for periods in excess of one year.

1. Summary of Significant Accounting Pollicies, continued:
Deferred Policy Acquisition Costs:

Policy acquisition costs which vary with, and are primarily related to
the production of new business, have been deferred to the extent that
such costs are deemed recoverable from future profits. Such costs
include commissions, policy issuance, underwriting, and certain
variable agency expenses.

Deferred costs related to traditional life insurance are amortized over
the estimated premium paying period of the related policies in
proportion to the ratio of annual premium revenues to total anticipated
premium revenues.

Deferred costs related to interest sensitive policies are being amortized
over the lives of the policies (up to 25 years) in relation to the present
value of actual and estimated gross profits subject to regular evaluation
and retroactive revision to reflect actual emerging experience.

Policy acquisition costs deferred and amortized for years ended
December 31 are as follows:

1999 1998 1997
Deferred policy acquisition costs, beginning
of year $417,164 $416,767 $427,218

Commissions deferred 54,348 44,072 40,660
Underwriting and acquisition expenses deferred 11,851 10,539 9,703
Change in offset to unrealized gains and losses 68,557 3,766 (8,710)
Amortization (58,006) (57,980) (52,104)

Deferred policy acquisition costs, end of year $493,914 $417,164 $416,767

</TABLE>

To the extent that unrealized gains and losses on available-for-sale
securities would result in an adjustment to the amortization pattern of
deferred policy acquisition costs or present value of future profits of
acquired business had those gains or losses actually been realized, the
adjustments are recorded directly to stockholder's equity through other
comprehensive income as an offset to the unrealized gains or losses.

1. Summary of Significant Accounting Policies, continued:
Present Value of Future Profits of Acquired Business:

The present value of future profits of acquired business ("PVFP")
represents the portion of the purchase price of a block of business
which is allocated to the future profits attributable to the insurance in
force at the dates of acquisition. The PVFP is amortized in relationship
to the actual and expected emergence of such future profits. The
composition of the PVFP for the years ended December 31 is
summarized below:

1999 1998 1997
Balance at beginning of year $31,162 $40,397 $21,308

Value of in-force acquired 23,939
Adjustment to purchase price (1,026)
Amortization (7,689) (8,209) (4,850)

Balance at end of year $23,473 $31,162 $40,397

</TABLE>

Based on current conditions and assumptions as to future events, the
Company expects to amortize approximately 24% of the December 31,
1999 balance of PVFP in 2000, 22% in 2001, 20% in 2002, 5% in
2003, and 4% in 2004. The interest rates used to determine the
amortization of the PVFP purchased ranged from 5.5% to 6.5%.

Policy Claims and Benefits Payable:
The liability for policy claims and benefits payable includes provisions
for reported claims and estimates for claims incurred but not reported,
based on the terms of the related policies and contracts and on prior
experience. Claim liabilities are necessarily based on estimates and are
subject to future changes in claim severity and frequency. Estimates are
periodically reviewed and adjustments to such liabilities are reflected in
current operations.

Federal Income Taxes:
The Company is a member of SEI's consolidated United States federal
income tax group. The policy for intercompany allocation of federal
income taxes provides that the Company compute the provision for
federal income taxes on a separate return basis. The Company makes
payment to, or receives payment from, SEI in the amount they would
have paid to, or received from, the Internal Revenue Service had they
not been members of the consolidated tax group. The separate
Company provisions and payments are computed using the tax
elections made by SEI.

Deferred tax liabilities and assets are recognized based upon the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

1. Summary of Significant Accounting Policies, continued:
Separate Account:

Separate account assets and liabilities represent funds held for the
exclusive benefit of variable universal life and annuity contractholders.
Fees are received for administrative expenses and for assuming certain
mortality, distribution and expense risks. Operations of the separate
accounts are not included in these financial statements.

Comprehensive Income:

The Company follows Statement of Financial Accounting Standard No.
130, "Reporting Comprehensive Income," which requires the reporting
of comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting
methodology that includes disclosure of certain financial information
that historically has not been recognized in the calculation of net
income. Comprehensive income for the Company includes net income
and unrealized gains and losses (other comprehensive income) on
available-for-sale securities.

Security Lending:
The Company periodically enters into agreements to sell and
repurchase securities. Securities out on loan are required to be 100%
collateralized. Short-term investments of $50,500 and the related
liability representing the collateral received is reflected on the balance
sheet as of December 31, 1998. There were no such agreements as of
December 31, 1999.

Treasury Stock:
During the fourth quarter of 1998, the Company purchased its
remaining outstanding minority shares from the lone minority
stockholder for $178. In 1998 the shares were retained as treasury
stock as a reduction to stockholder's equity and were retired during
1999.

2. Fair Value of Financial Instruments:
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:
Cash, Short-Term Investments, Policy Loans and Other Invested
Assets:
The carrying amounts reported in the balance sheets for these
instruments approximate their fair values.

2. Fair Value of Financial Instruments, continued:
Investment Securities:
Fair value for fixed maturity securities (including redeemable preferred
stocks) are based on quoted market prices, where available. For fixed
maturities not actively traded, fair values are estimated using values
obtained from independent pricing services. In some cases, such as
private placements and certain mortgage-backed securities, fair values
are estimated by discounting expected future cash flows using a current
market rate applicable to the yield, credit quality and maturity of the
investments. The fair value of equity securities are based on quoted
market prices.

Investment-Type Insurance Contracts:
Fair values for the Company's liabilities under investment-type
insurance contracts are estimated using two methods. For those
contracts without a defined maturity, the fair value is estimated as the
amount payable on demand (cash surrender value). For those contracts
with known maturities, fair value is estimated using discounted cash
flow calculations using interest rates currently being offered for similar
contracts with maturities consistent with the contracts being valued.
These fair value estimates are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows.
Although fair value estimates are calculated using assumptions that
management believes are appropriate, changes in assumptions could
cause these estimates to vary materially. In that regard, the derived fair
value estimates cannot be substantiated by comparison to independent
markets and, in some cases, could not be realized in the immediate
settlement of the instruments. Certain financial liabilities (including
non investment-type insurance contracts) and all nonfinancial
instruments are excluded from the disclosure requirements.
Accordingly, the aggregate fair value amounts presented do not
represent the underlying value of the Company.

2. Fair Value of Financial Instruments, continued:
Investment-Type Insurance Contracts, continued:

The carrying value and estimated fair value of the Company's financial
instruments are as follows:

December 31, 1999 December 31, 1998
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
Financial assets:
Fixed maturities, available-for-
sale $2,097,305 $2,097,305 $2,281,730 $2,281,730
Equity securities, available-for-
sale 293,892 293,892 221,325 221,325
Equity securities, trading 70,570 70,570 105,984 105,984
Policy loans 217,012 217,012 213,267 213,267
Short-term investments 102,829 102,829 280,943 280,943
Other investments 65,011 65,011 37,076 37,076

Financial liabilities:
Investment-type insurance
contracts 810,219 796,148 866,000 850,000

</TABLE>

3. Investments and Investment Income:
Fixed Maturities and Equity Security Investments:

The amortized cost and estimated fair value of fixed maturities and
equity securities classified as available-for-sale are as follows:

December 31, 1999
Gross Gross
Unrealized Unrealized Estimated
Amortized Holding Holding Fair
Cost Gains Losses Value
Fixed maturities:
U.S. Treasury and other U.S. Government corporations
and agencies $ 142,991 $ 1,619 $ 2,512 $ 142,098
Corporate securities 1,156,301 8,186 76,620 1,087,867
Mortgage-backed securities 885,155 475 33,348 852,282
Other debt securities 14,861 225 28 15,058

Total fixed maturities 2,199,308 10,505 112,508 2,097,305

Equity securities 318,944 11,521 36,573 293,892

Total available-for-sale $2,518,252 $22,026 $149,081 $2,391,197

</TABLE>

3. Investments and Investment Income, continued:
Fixed Maturities and Equity Security Investments, continued:

December 31, 1999
Gross Gross
Unrealized Unrealized Estimated
Amortized Holding Holding Fair
Cost Gains Losses Value
Fixed maturities:
U.S. Treasury and other U.S. Government corporations
and agencies $ 208,581 $14,285 $ 378 $ 222,488
Corporate securities 1,052,442 30,366 15,546 1,067,262
Mortgage-backed securities 955,785 22,225 1,093 976,917
Other debt securities 14,861 225 23 15,063

Total fixed maturities 2,231,669 67,101 17,040 2,281,730

Equity securities 209,952 15,403 4,030 221,325

Total available-for-sale $2,441,621 $82,504 $21,070 $2,503,055

</TABLE>

The cost of the equity securities classified as trading securities are
$84,509 and $103,798, respectively, at December 31, 1999 and
December 31, 1998.

The unrealized (depreciation) appreciation on the available-for-sale
securities in 1999 and 1998 is reduced by deferred policy acquisition
costs and deferred income taxes and is reflected as accumulated other
comprehensive (loss) income in the statements of stockholder's equity:

1999 1998
Gross unrealized (depreciation) appreciation $(127,055) $61,434
Deferred policy acquisition costs 48,393 (20,164)
Deferred income taxes 27,532 (14,444)

Accumulated other comprehensive (loss) income $ (51,130) $26,826

</TABLE>

3. Investments and Investment Income, continued:
Fixed Maturities and Investment Security Investments, continued:
The other comprehensive (loss) income in 1999 and 1998 is comprised
of the change in unrealized gains (losses) on available-for-sale fixed
maturities and equity security investments arising during the period less
the realized gains (losses) included in income, deferred policy
acquisition costs and deferred income taxes as follows:

1999 1998 1997
Unrealized holding gains (losses) arising in the
current period:
Fixed maturities $(155,733) $(11,399) $27,096
Equity securities (42,539) (5,025) 3,571
Less reclassification adjustment for (gains)
losses released into income 9,783 6,484 (3,476)
Less DAC impact 68,557 3,766 (8,710)
Less deferred income tax effect 41,976 2,162 (6,468)

Net other comprehensive (loss) income $ (77,956) $ (4,012) $12,013

</TABLE>

The amortized cost and estimated fair value of available-for-sale fixed
maturities at December 31, 1999, by contractual maturity, are as
follows. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with
or without call or prepayment penalties.

Amortized Estimated
Cost Fair Value
Due in one year or less $ 9,823 $ 9,951
Due after one year through five years 184,351 182,854
Due after five years through ten years 322,800 313,832
Due after ten years 797,179 738,387
Securities not due at a single maturity date (primarily mortgage-
backed securities) 885,155 852,281

Total fixed maturities $2,199,308 $2,097,305

</TABLE>

3. Investments and Investment Income, continued:
Investment Income and Investment (Losses) Gains:
Major categories of investment income are summarized as follows:

1999 1998 1997
Gross investment income:
Fixed maturities $168,511 $173,475 $148,640
Equity securities 31,366 22,563 13,831
Policy loans 15,913 15,331 11,891
Short-term investments 10,690 24,308 20,594
Other invested assets 3,202 2,730 824

Total gross investment income 229,682 238,407 195,780

Investment expenses 4,040 13,468 7,130

Net investment income $225,642 $224,939 $188,650

</TABLE>

The major categories of investment gains and losses reflected in the
income statement are summarized as follows:

1999 1998 1997
Unrealized - Unrealized - Unrealized -
Trading Trading Trading
Realized Securities Realized Securities Realized Securities
Gross investment income:
Fixed maturities $ (3,668) $ 185 $ 2,934 $ 195
Equity securities (6,115) $(16,124) (6,669) $ 2,847 542 (836)
Other 32 (5) 85

Net investment
(losses) gains $ (9,751) $(16,124) $ (6,489) $ 2,847 $ 3,561 $ (641)

</TABLE>

Proceeds from the sale of available-for-sale securities and the gross
realized gains and losses on these sales (excluding maturities, calls and
prepayments) during 1999, 1998, and 1997 were as follows:

1999 1998 1997
Fixed Fixed Fixed
Maturities Equity Maturities Equity Maturities Equity
Proceeds from sales $629,645 $168,763 $744,300 $304,589 $801,246 $136,085
Gross realized gains 4,579 1,514 7,527 442 3,757 1,977
Gross realized losses (8,443) (3,265) (7,313) (6,303) (3,213) (887)

</TABLE>

3. Investments and Investment Income, continued:
Other:
At December 31, 1999, and 1998, securities amounting to
approximately $14,986 and $14,993, respectively, were on deposit with
regulatory authorities as required by law.

The Company generally strives to maintain a diversified invested assets
portfolio. Other than investments in U.S. Government or U.S.
Government Agency or Authority, the Company had no investments in
one entity which exceeded 10% of stockholder's equity at December
31, 1999, except for the following investment with the following
carrying value:
Norwest $71,490

4. Income Taxes:

The significant components of the provision for federal income taxes
are as follows:

1999 1998 1997
Current $31,812 $43,467 $38,474
Deferred (2,808) (10,849) (5,421)

Total federal income tax expense $29,004 $32,618 $33,053

Income tax expense differs from the amounts computed by applying the
U.S. Federal income tax rate of 35% to income before income taxes as
follows:

1999 1998 1997
At statutory federal income tax rate $28,997 $32,720 $32,054
Dividends received deductions (522) (191) (514)
Other, net 529 89 1,513

Total federal income tax expense $29,004 $32,618 $33,053

</TABLE>

The federal income tax (asset) liability as of December 31 is comprised
of the following:

1999 1998
Net deferred income tax (asset) liability $(23,315) $21,470
Income taxes currently receivable (7,100) (904)

Federal income tax (asset) liability $(30,415) $20,566

4. Income Taxes, continued:

The tax effects of temporary differences that give rise to significant
portions of the deferred income tax assets and deferred income tax
liabilities at December 31 are as follows:

1999 1998
Deferred tax liabilities:
Present value of future profits of acquired business $ 8,216 $10,907
Deferred policy acquisition costs 124,098 99,192
Investments 22,154

Total deferred income tax liabilities 132,314 132,253

Deferred tax assets:
Policy liabilities and reserves 106,069 108,973
Investments 48,599
Other, net 961 1,810

Total gross deferred income tax assets 155,629 110,783

Net deferred income tax (asset) liability $(23,315) $ 21,470

</TABLE>

Prior to 1984, certain special deductions were allowed life insurance
companies for federal income tax purposes. These special deductions
were accumulated in a memorandum tax account designated as
"Policyholders' Surplus." Such amounts will usually become subject
to tax at the then current rates only if the accumulated balance exceeds
certain maximum limitations or certain cash distributions are deemed to
be paid out of this account. It is management's opinion that such
events are not likely to occur. Accordingly, no provision for income
tax has been made on the approximately $66,000 balance in the
policyholders' surplus account at December 31, 1999.

5. Reinsurance:
The Company is involved in both the cession and assumption of
reinsurance with other companies. Reinsurance premiums and claims
ceded and assumed for the years ended December 31 are as follows:

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Balance Sheets

1999 1998 1997
Ceded Assumed Ceded Assumed Ceded Assumed
Premiums $20,244 $ 4,910 $20,280 $ 6,106 $17,081 $7,971
Claims 10,529 4,777 11,495 5,954 8,683 4,472

</TABLE>

5. Reinsurance, continued:
The Company generally reinsures the excess of each individual risk
over $500 on ordinary life policies in order to spread its risk of loss.
Certain other individual health contracts are reinsured on a policy-by-
policy basis. The Company remains contingently liable for certain of
the liabilities ceded in the event the reinsurers are unable to meet their
obligations under the reinsurance agreement.

Effective in 1996, the Company assumed certain policy risks from its
affiliate, North American Company for Life and Health Insurance, and
its subsidiaries. The Company fulfilled its obligation on this
assumption contract and was released of this risk effective December
31, 1998. The Company has reflected risk and profit charges of $729
in other income in 1997 under the terms of the reinsurance contract.
Effective October 31, 1997, Midland acquired, via assumption
reinsurance, a block of life and annuity business. Under the assumption
agreement, the Company assumed approximately $574,310 of life and
annuity reserves which is reflected in the liabilities for future policy
benefits and received $550,371 of assets which was net of $23,939 of
PVFP. The PVFP asset is being amortized principally over periods up
to 25 years in relation to the present value of expected gross profits.
The assets acquired included approximately $511,877 in cash and short
term instruments, $38,044 in policy loans and $450 of other assets. In
accordance with the agreement, the final purchase price was
determined in 1998 which reduced the PVFP asset to $22,913 and the
life and annuity reserves assumed to $573,284.

6. Statutory Financial Data and Dividend Restrictions:
In 1999, the Company redomesticated in Iowa and its statutory-basis
financial statements are prepared in accordance with accounting
practices prescribed or permitted by the insurance department of the
domiciliary state. "Prescribed" statutory accounting practices include
state laws, regulations, and general administrative rules, as well as a
variety of publications of the National Association of Insurance
Commissioners ("NAIC"). "Permitted" statutory accounting practices
encompass all accounting practices that are not prescribed. Such
practices differ from state to state and company to company.

6. Statutory Financial Data and Dividend Restrictions,
continued:
Generally, the net assets of the Company available for distribution to its
stockholders are limited to the amounts by which the net assets, as
determined in accordance with statutory accounting practices, exceed
minimum regulatory statutory capital requirements. All payments of
dividends or other distributions to stockholders are subject to approval
by regulatory authorities. The maximum amount of dividends which
can be paid by the Company during any 12-month period, without prior
approval of the insurance commissioner, is limited according to
statutory regulations and is a function of statutory equity and statutory
net income (generally, the greater of statutory-basis net gain from
operations or 10% of prior year-end statutory-basis surplus). The
Company paid a statutory stockholder dividend of $126,000 and
$15,000 in 1999 and 1998, respectively. Dividends payable in 2000
will require prior approval of regulatory authorities.

The statutory net income of the Company for the years ended
December 31, 1999 and 1998 is approximately $69,000 and $75,000,
respectively, and capital and surplus at December 31, 1999 and 1998 is
approximately $386,000 and $384,000, respectively, in accordance
with statutory accounting principles.

7. Employee Benefits:
The Company participates in qualified pensions and other
postretirement benefit plans sponsored by SEI. The Company also
provides certain postretirement health care and life insurance benefits
for eligible active and retired employees through a defined benefit plan.
The following table summarizes the benefit obligations, the fair value
of plan assets and the funded status over the two-year period ended
December 31, 1999. The amounts reflect an allocation of the
Company's portion of the SEI plan:

Pension Benefits Other Benefits
1999 1998 1999 1998
Benefit obligation at
December 31 $ 6,421 $ 6,420 $ 1,327 $ 1,718
Fair value of plan assets at
December 31 3,962 3,642

Funded status at December 31 $(2,459) $(2,778) $(1,327) $(1,718)

Accrued benefit liability
recognized in financial
statements $ 1,292 $ 616 $ 1,650 $ 1,650

</TABLE>

7. Employee Benefits, continued:
The Company's postretirement benefit plan is not funded; therefore, it
has no plan assets.

The amounts of contributions made to and benefits paid from the plan
are as follows:

<TABLE>
<S> <C> <C> <C> <C>
Balance Sheets

Pension Benefits Other Benefits
1999 1998 1999 1998
Employer contributions $ 123 $ 227
Employee contributions 57 56
Benefit payments $ 184 $ 197 180 283

</TABLE>

The following table provides the net periodic benefit cost for the years
ended 1999, 1998, and 1997:

Pension Benefits Other Benefits
1999 1998 1997 1999 1998 1997
Net periodic benefit costs $ 676 $ 524 $ 360 $ 123 $ 126 $ 179

</TABLE>

The assumptions used in the measurement of the Company's benefit
obligations are shown in the following table:

Pension Benefits Other Benefits
1999 1998 1999 1998
Weighted-average assumptions
as of December 31:
Discount rate 7.75% 7.00% 7.75% 7.00%
Expected return on plan
assets 8.75% 8.75% N/A N/A
Rate of compensation
increase 4.25% 4.25% N/A N/A

</TABLE>

For measurement purposes, a 6.5% annual rate of increase in the per
capita cost of covered health care benefits was assumed for 1998. The
rate was assumed to decrease gradually each year to a rate of 4.5% for
2006 and remain at that level thereafter.

The Company also participates in a noncontributory Employee Stock
Ownership Plan ("ESOP") which is qualified as a stock bonus plan.
All employees are eligible to participate in this plan upon satisfying
eligibility requirements. The ESOP is sponsored by SEI. Each year the
Company makes a contribution to the ESOP as determined by the
Board of SEI. The contributions to the ESOP for 1999, 1998, and 1997
was $1,375, $1,381, and 1,294, respectively. The expense for 1999,
1998, and 1997 was $1,306, $1,725, and $1,920, respectively. All
contributions to the ESOP are held in trust.

8. Commitments and Contingencies:
Lease Commitments:
Midland's home office building has been conveyed to the City of Sioux
Falls, South Dakota, and leased back in a transaction in which the City
issued $4,250 of Industrial Revenue Bonds for face value. The bonds
are collateralized by $2,300 of Midland's investments in government
bonds. The lease includes a purchase option under which Midland may
repurchase the building upon repayment of all bonds issued. The lease
terms provide for 10 annual payments equivalent to principal of $425
beginning in 1993 and semiannual payments through 2002 in amounts
equivalent to interest at 5.5% on the outstanding revenue bond
principal. The building and land costs have been capitalized and are
carried as part of other assets and the lease obligation as part of other
liabilities.

The Company also leases certain equipment. Rental expense on
operating leases amounted to $2,004, $1,511, and $1,208 for the years
ended December 31, 1999, 1998, and 1997, respectively. The
minimum future rentals on capital and operating leases at December 31,
1999, are as follows:

<TABLE>
<S> <C> <C> <C>
Balance Sheets

Year Ending December 31 Capital Operating Total
2000 $ 490 $2,086 $2,576
2001 466 1,727 2,193
2002 442 351 793
2003 351 351
2004 351 351
Thereafter 647 647

Total 1,398 $5,513 $6,911

</TABLE>

Less amount representing interest 123

Present value of amounts due under capital leases $1,275

Other Contingencies:
The Company is a defendant in various lawsuits related to the normal
conduct of its insurance business. Litigation is subject to many
uncertainties and the outcome of individual litigated matters is not
predictable with assurance; however, in the opinion of management, the
ultimate resolution of such litigation will not materially impact the
Company's financial position.

9. Other Related Party Transactions:
The Company pays fees to SEI under management contracts. The
Company was charged $3,022, $1,552, and $1,530 in 1999, 1998, and
1997, respectively, related to these contracts.

The Company pays investment management fees to an affiliate
(Midland Advisors Company). Net fees related to these services were
$1,688, $1,855, and $1,425 in 1999, 1998, and 1997, respectively.
The Company provided certain insurance and non-insurance services to
North American Company for Life and Health Insurance ("North
American"), beginning in 1997. The Company was reimbursed $4,786,
$1,465, and $488 in 1999, 1998, and 1997, respectively, for the costs
incurred to render such services.

In 1998, the Company sold certain securities to North American at the
current market value of $15,856, incurring a realized loss of $2,736. In
addition, the Company acquired securities totaling $22,679 from North
American.

10. Mortgage Loan Operations
In January 1999, the Company acquired a mortgage loan operation
whose primary business was to underwrite, originate and resell
mortgage loans with the intent of dividending the remaining net assets
to SEI during 1999. Effective December 1, 1999, this operation was
dividended to SEI at the remaining value of the underlying assets. Due
to the temporary nature of the transaction, the capital contributed of
$67,554, the losses for the 11 months of $1,602, and the ultimate
dividend have been excluded from the financial statements.

The accompanying notes are an integral part of the financial statements.

Midland National Life Insurance Company
Notes to Financial Statements, Continued
(Amounts in thousands)

Midland National Life Insurance Company
Notes to Financial Statements
(Amounts in thousands)

MNLGAP99.txt

<PAGE>

VARIABLE UNIVERSAL LIFE 3 4

Issued By:
Midland National Life Insurance Company

One Midland Plaza Sioux Falls, SD 57193 (605) 335-
5700

Variable Universal Life 3 4 is an individual
variable life insurance policy issued by Midland
National Life Insurance Company. Variable Universal
Life 3 4 :

provides insurance coverage with flexibility in
death benefits and premiums;
pays a death benefit if the insured person dies
while the contract is still in force;
can provide substantial cash value build-up on a
tax-deferred basis. However, there is no guaranteed
cash value for amounts you allocate to the
Investment Divisions. You bear the risk of poor
investment performance for those amounts.
lets you borrow against your contract, withdraw
part of the net cash surrender value, or completely
surrender your contract. Loans and withdrawals
affect the cash value, and may affect the death
benefit.

Depending on the amount of premiums paid, this may
or may not be a Modified Endowment contract. If it
is a Modified Endowment contract, then loans and
withdrawals may have negative tax consequences.
You have a limited right to examine your contract
and return it to us for a refund.

You may allocate your cash value to our General
Account or up to ten investment divisions. Each
division invests in a specified mutual fund
portfolio.

You can choose among the following twenty-three
twenty-five investment divisions:

1. VIP Money Market Portfolio
2. VIP High Income Portfolio
3. VIP Equity-Income Portfolio
4. VIP Growth Portfolio
5. VIP Overseas Portfolio
6. VIP II Asset Manager Portfolio
7. VIP II Investment Grade Bond Portfolio
8. VIP II Contrafund Portfolio
9. VIP II Asset Manager: Growth Portfolio
10. VIP II Index 500 Portfolio
11. VIP III Growth & Income Portfolio
12. VIP III Balanced Portfolio
13. VIP III Growth Opportunities Portfolio
14. American Century VP Capital Appreciation
Portfolio
15. American Century VP Value Portfolio
16. American Century VP Balanced Portfolio
17. American Century VP International Portfolio
18. American Century VP Income & Growth
19. MFS VIT Emerging Growth
20. MFS VIT Research
21. MFS VIT Growth with Income
22. MFS VIT New Discovery
23. Lord Abbett VC Growth and Income
VIP Money Market Portfolio
VIP High Income Portfolio
VIP Equity-Income Portfolio
VIP Growth Portfolio
VIP Overseas Portfolio
VIP II Asset Manager Portfolio
VIP II Investment Grade Bond Portfolio
VIP II Contrafund Portfolio
VIP II Asset Manager: Growth Portfolio
VIP II Index 500 Portfolio
VIP III Growth & Income Portfolio
VIP III Balanced Portfolio
VIP III Growth Opportunities Portfolio
American Century VP Capital Appreciation
Portfolio
American Century VP Value Portfolio
American Century VP Balanced Portfolio
American Century VP International Portfolio
American Century VP Income & Growth Portfolio
MFS VIT Emerging Growth Series
MFS VIT Research Series
MFS VIT Growth with Income Series
MFS VIT New Discovery Series
Lord Abbett Series Fund, Inc. VC Growth and
Income Portfolio (hereinafter referred to as Lord
Abbett VC Growth and Income Portfolio)
Lord Abbett Series Fund, Inc. Mid-Cap Value
Portfolio (hereinafter referred to as Lord Abbett VC
Mid-Cap Value Portfolio)
Lord Abbett Series Fund, Inc. International
Portfolio (hereinafter referred to as Lord Abbett VC
International Portfolio)

Your cash value in the investment divisions will
increase or decrease based on investment
performance. You bear this risk. The U.S.
Government does not No one insure s or
guarantees any of these investments.
Separate prospectuses describe the investment
objectives, policies and risks of the portfolios.
The Securities and Exchange Commission has not
approved or disapproved of these securities or
determined if this prospectus is truthful or
complete. Any representation to the contrary is a
criminal offense.

Prospectus: May 1, 1999 2000 .

Table of Contents

PART 1: SUMMARY 4
FEATURES OF VARIABLE UNIVERSAL LIFE 3 4 4
Death Benefit Options 4
Contract Changes 4
Flexible Premium Payments 4
Additional Benefits 5
INVESTMENT CHOICES 5
YOUR CASH VALUE 5
Transfers 6
Policy Loans 6
Withdrawing Money 6
Surrendering Your Contract 6
DEDUCTIONS AND CHARGES 6
Deductions From Your Premiums 6
Deductions From Your Cash Value 6
Surrender Charges 7
Portfolio Expenses 8
ADDITIONAL INFORMATION ABOUT THE
CONTRACTS 10
Your Right To Examine This Contract 10
Your Contract Can Lapse 10
Tax Effects of Variable Universal Life 3 4
10
Illustrations 10
PART 2: DETAILED INFORMATION ABOUT
VARIABLE UNIVERSAL LIFE 3 4 11
INSURANCE FEATURES 11
How the Contracts Differ From Whole Life Insurance
11
Application for Insurance 11
Death Benefit 11
Maturity Benefit 12
Changes In Variable Universal Life 3 4 13
Changing The Face Amount of Insurance 13
Changing Your Death Benefit Option 13
When Contract Changes Go Into Effect 14
Flexible Premium Payments 14
Allocation of Premiums 15
Additional Benefits 15
Extended Maturity Option 14
Automatic Benefit Increase Provision 15
SEPARATE ACCOUNT INVESTMENT CHOICES 17
Our Separate Account And Its Investment Divisions
17
The Funds 18
Investment Policies Of The Portfolios 18
USING YOUR CASH VALUE 21
The Cash Value 21
Amounts In Our Separate Account 21
How We Determine The Accumulation Unit Value 21
Cash Value Transactions 22
Transfers Of Cash Value 22
Dollar Cost Averaging 22
Portfolio Rebalancing 20
Contract Loans 23
Withdrawing Money From Your Cash Value 25
Surrendering Your Contract 25
THE GENERAL ACCOUNT 25
DEDUCTIONS AND CHARGES 26
Deductions From Your Premiums 26
Charges Against The Separate Account 27
Deductions From Your Cash Value 27
Transaction Charges 28
How Cash Value Charges Are Allocated 29
Surrender Charge s 29
Charges In The Funds 31
ADDITIONAL INFORMATION ABOUT THE
CONTRACTS 32
Your Right To Examine The Contract 32
Your Contract Can Lapse 32
You May Reinstate Your Contract 33
Contract Periods And Anniversaries 33
Maturity Date 33
We Own The Assets Of Our Separate Account 33
Changing the Separate Account 34
Limits On Our Right To Challenge The Contract 34
Your Payment Options 35
Your Beneficiary 36
Assigning Your Contract 36
When We Pay Proceeds From This Contract 36
TAX EFFECTS 36
Contract Proceeds 36
Possible Charge for Midland's Taxes 39
Other Tax Considerations 39
PART 3: ADDITIONAL INFORMATION 39
MIDLAND NATIONAL LIFE INSURANCE
COMPANY 39
YOUR VOTING RIGHTS AS AN OWNER 40
OUR REPORTS TO CONTRACT OWNERS 40
DIVIDENDS 41
MIDLAND'S SALES AND OTHER AGREEMENTS 41
REGULATION 41
YEAR 2000 41
DISCOUNT FOR MIDLAND EMPLOYEES OF
SAMMONS ENTERPRISES, INC. 42
LEGAL MATTERS 42
FINANCIAL AND ACTUARIAL MATTERS 42
ADDITIONAL INFORMATION 42
MANAGEMENT OF MIDLAND 44
ILLUSTRATIONS 47
DEFINITIONS 52
PERFORMANCE 54
FINANCIAL STATEMENTS 55

Portfolio Rebalancing 20

This prospectus generally describes only the
variable portion of the
Contract, except where the General Account is
specifically mentioned.

Buying this contract 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 contract. You should
read this prospectus carefully and keep it for
future reference. You should also have and read
the current prospectuses for the funds.

PART 1: SUMMARY

The detailed information appearing later in this
prospectus further explains the following
summary. This summary must be read along with
that detailed information. Unless otherwise
indicated, the description of the contract in this
prospectus assumes that the contract is in force
and that there is no outstanding contract loan.

FEATURES OF VARIABLE UNIVERSAL LIFE

3 4
Death Benefit Options

Variable Universal Life 3 4 is life insurance
on the insured person. If the contract is in force
we will pay a death benefit when the insured person
dies. You can choose between two death benefit
options:
Option 1 : death benefit equals the face
amount ("Specified Amount") of the insurance contract.
This is sometimes called a "level" death benefit.
Option 2 : death benefit equals the face
amount plus the cash value. This is sometimes called a
"variable" death benefit.

The death benefit may be even greater in some
circumstances. See "Death Benefit" on page 11.
We deduct any outstanding loans and unpaid charges
before paying any benefits. The beneficiary can
take the death benefit in a lump sum or under a
variety of payment plans.

Whether your contract lapses or remains in force can
depend on the amount of your cash value (less any
outstanding loans and surrender charge s ).
The cash value, in turn, depends on the investment
performance of the investment divisions you select.
(The cash value also depends on the premiums you
pay and the charges we deduct.) However, during the
Minimum Premium Period, you can keep your policy
in force by paying a certain level of premiums.
The minimum face amount is generally $50,000.
However, for:
insured persons, age 0 to 14 at issue, the minimum
face amount is $25,000; and
insured persons, age 20 to 44 at issue which are
in the preferred non-smoker rate class, the minimum
face amount is $100,000.

Contract Changes

You may change the death benefit option you have
chosen. You may also increase or decrease the face
amount of your contract, within limits.

Flexible Premium Payments

You may pay premiums whenever and in whatever
amount you want, within certain limits. We require
an initial minimum premium based on the contract's
face amount and the insured person's age and sex.
You choose a planned periodic premium. But
payment of the planned premiums does not ensure
that your contract will remain in force. Additional
premiums may be required to keep your policy from
lapsing. You need not pay premiums according to
the planned schedule. However, you can ensure that
your contract stays in force during the Minimum
Premium Period by paying premiums equal to the
accumulated minimum premium amounts. See
"Flexible Premium Payments" on page 14.

Additional Benefits

We deduct any costs of additional benefits from your
cash value monthly. See "Additional Benefits" on
page 15.

INVESTMENT CHOICES

You may allocate your cash value to up to ten of the
following investment divisions:

1. Fidelity's Variable Insurance Products Fund
(VIP) Money Market Portfolio
2. Fidelity's Variable Insurance Products Fund
(VIP) High Income Portfolio
3. Fidelity's Variable Insurance Products Fund
(VIP) Equity-Income Portfolio
4. Fidelity's Variable Insurance Products Fund
(VIP) Growth Portfolio
5. Fidelity's Variable Insurance Products Fund
(VIP) Overseas Portfolio
6. Fidelity's Variable Insurance Products Fund II
(VIP II) Asset Manager Portfolio
7. Fidelity's Variable Insurance Products Fund II
(VIP II) Investment Grade Bond Portfolio
8. Fidelity's Variable Insurance Products Fund II
(VIP II) Contrafund Portfolio
9. Fidelity's Variable Insurance Products Fund II
(VIP II) Asset Manager: Growth Portfolio
10. Fidelity's Variable Insurance Products Fund II
(VIP II) Index 500 Portfolio
11. Fidelity's Variable Insurance Products Fund III
(VIP III) Growth & Income Portfolio
12. Fidelity's Variable Insurance Products Fund III
(VIP III) Balanced Portfolio
13. Fidelity's Variable Insurance Products Fund III
(VIP III) Growth Opportunities Portfolio
14. American Century VP Capital Appreciation
Portfolio
15. American Century VP Value Portfolio
16. American Century VP Balanced Portfolio
17. American Century VP International Portfolio
18. American Century VP Income & Growth
Portfolio
19. MFS VIT Emerging Growth Series
20. MFS VIT Research Series
21. MFS VIT Growth with Income Series
22. MFS VIT New Discovery Series
23. Lord Abbett VC Growth and Income
Portfolio
24. Lord Abbett VC Mid-Cap Value Portfolio
25. Lord Abbett VC International Portfolio

You bear the complete investment risk for all
amounts allocated to any of these investment
divisions. You may also allocate your cash value to
our General Account, where we guarantee the safety
of principal and a minimum interest rate. See
the "General Account" on page 24.

For more information, see "The Funds" on page 15.

YOUR CASH VALUE

Your cash value begins with your first premium
payment. From your premium we deduct a sales
charge, a premium tax charge and any per
premium expenses. The balance of the premium is
your beginning cash value.

Your cash value reflects:

the amount and frequency of premium payments,
deductions for the cost of insurance and expenses,
the investment performance of your chosen
investment divisions,
interest earned on amounts allocated to the
General Account, loans, and partial withdrawals.

There is no guaranteed cash value for amounts
allocated to the investment divisions.
See "The Cash Value" on page 21.

Transfers

You may transfer your cash value among the
investment divisions and between the General
Account and the various investment divisions.
Transfers take effect when we receive your request.
We require a minimum amount for each transfer,
usually $200. Currently, we allow an unlimited
number of transfers. We reserve the right to charge
a $25 fee after the 12th transfer in a contract year.
There are other limitations on transfers to and from
the General Account. See "Transfers Of Cash Value"
on page 22.

Policy Loans

You may borrow up to 92% of your cash surrender
value (the cash value less the surrender charge).
Your contract will be the sole security for the
loan.

Your contract states a minimum loan amount, usually
$200. Contract loan interest accrues daily at an
annually adjusted rate. See "Contract Loans" on
page 21. Contract loan interest is not tax
deductible on contracts owned by an individual.
There may be federal tax consequences for taking a
policy loan. See "TAX EFFECTS" on page 36.

Withdrawing Money

You may make a partial withdrawal from your cash
value. The current minimum withdrawal amount is
$200. The maximum partial withdrawal you can
make is 50% of the net cash surrender value. The
net cash surrender value is the cash
surrender value (your
cash value minus any surrender charge )
minus any
outstanding loan and loan interest due. Withdrawals
are subject to other requirements. If you make more
than one withdrawal in a contract year, then we
deduct a service charge (no more than $25). See
"Withdrawing Money From Your Cash Value" on
page 25. Withdrawals and surrenders may have
negative tax effects. See "TAX EFFECTS" on page
36.

Surrendering Your Contract

You can surrender your contract for cash and then we
will pay you the net cash surrender value. A
surrender charge may be deducted, and taxes and a
tax penalty may apply. See "Surrendering Your
Contract" on page 22.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a 4% sales charge 6.5% premium
charge from each premium payment. Currently,
we intend to eliminate this premium charge after
15 policy years
- -
This is not guaranteed. This charge partially
reimburses us for the selling and distributing costs
of this contract and for premium taxes we pay. We
also charge a 2.5% premium tax on each premium
payment. We may decrease or increase this charge
depending on our expenses, and we may vary this
charge by state. If you elect to pay premiums by
Civil Service Allotment, we also deduct a $.46
service charge from each premium payment. See
"Deductions From Your Premiums" on page 23.
Deductions From Your Cash Value

Certain amounts are deducted from your cash value
each month.

These are:
an expense charge of $7.00 (currently,
we plan to
make this deduction for only the first 15 contract
years),
a cost of insurance charge. The amount of this
charge is based on the insured person's attained
age, sex, risk class, and the amount of insurance
under your contract; and
charges for additional benefits.
In addition, we deduct fees when you make:
a partial withdrawal of net cash surrender value
more than once in a contract year or
more than twelve transfers a year between
investment divisions. (We currently waive this
charge).

See "Deductions From Your Cash Value" on page 24.
We also deduct a daily charge at an annual rate of
0.90% of the assets in every investment division.
We currently intend to reduce this charge to 0.50%
0.25% after the 10th contract year. (This is not
guaranteed.) This charge is for certain mortality
and expense risks.

Surrender Charges

We deduct a surrender charge only if you surrender
your contract for its net cash surrender value or
let your contract lapse during the surrender charge
period (This period is the earlier of 15 years or
attained age 95) first 15 contract years. If
you keep this contract in force for the surrender
charge period 15 years, then you will not incur
a surrender charge. The surrender charge has two
parts: a deferred sales charge and a deferred issue
charge. The deferred sales charge partially
reimburses us for our costs in selling and
distributing this contract. The deferred
issue charge reimburses us for underwriting and our
other costs in issuing the contract.

After ten years, this charge begins to decline.
There is no surrender charge after 15 years. The
amount of the deferred sales charge depends on:
1) the amount of your premium payments,
2) when you pay your premiums and
3) when you surrender your contract or allow it to
lapse.

The deferred issue charge is on a fixed schedule per
thousand dollars of face amount. It starts at $3.00
per $1,000 of face amount for the first 10 contract
years and decreases to $0.00 after the 15th contract
year. This summary of the deferred sales charge
and the deferred issue charge assumes no changes
in face amount. See "Surrender Charges" on page 25.

The surrender charge varies by the issue age, sex
and class of the insured at the time of issue. The per
$1,000 of face amount surrender charge is highest in
the first year of your policy and decreases to $0.00
after the end of the surrender charge period (this
period is the earlier of 15 policy years or attained
age 95). For example, a male with an issue age of 35
and a class of preferred nonsmoker will have a first
year surrender charge of $19.00 per $1,000, but a male
issue age 65 and a class of preferred nonsmoker will
have a first year surrender charge of $50.00 per
$1,000. The maximum first year surrender charge for
all issue ages, sexes, and classes is $52.50 per
$1,000. The $52.50 per $1,000 surrender charge occurs
for males issued at a smoker class with issue ages
at 58 or older.

The surrender charge at the time of surrender is
determined by multiplying the surrender charge
listed in your policy form, for the appropriate
policy year, times the appropriate face amount of
insurance and dividing by 1,000. If you change
your face amount of insurance after your policy
is issued, the face amount used in the surrender
charge calculation is the highest
face amount which exists during the time from the
issue to the time of surrender of your contract.
See "Surrender Charges" on page 23 for samples of the
per $1,000 charge for various issue ages, sexes and
classes.

Portfolio Expenses

Each investment division invests exclusively in a
corresponding mutual fund portfolio. Each portfolio
pays an investment advisory fee, and may also incur
other operating expenses. The total expenses for
each
portfolio (as a percentage of assets) for the year
ending December 31, 1998 1999 are shown in
the
table below (except as otherwise noted).
Total
Portfolio Expenses
VIP Money Market .30%
VIP High Income .70%
VIP Equity-Income(1) .58%
VIP Growth(1) .68%
VIP Overseas(1) .91%

VIP II Asset Manager(1) .64%
VIP II Investment Grade Bond .57%
VIP II Contrafund(1) .70%
VIP II Asset Manager: Growth(1) .73%
VIP II Index 500(1) .35%

VIP III Growth & Income(1) .61%
VIP III Balanced(1) .59%
VIP III Growth Opportunities(1) .71%
American Century VP Capital Appreciation 1.00%
American Century VP Value 1.00%
American Century VP Balanced 1.00%
American Century VP International 1.47%
American Century VP Income & Growth .70%

MFS VIT Emerging Growth(3)(2) .85%
MFS VIT Research(3)(2) .86%
MFS VIT Growth with Income(3)(2) .88%
MFS VIT New Discovery(2)(3) 1.17%

Lord Abbett VC Growth and Income .51%
Lord Abbett VC Mid-Cap Value(4)(5)(3) 1.10%
Lord Abbett VC International(4)(5)(3) 1.35%

(1) This portfolio used a portion of its paid
brokerage commissions to reduce its expenses.
Certain portfolios used credits gained as a
result of uninvested cash balances to reduce
custodian and transfer agent expenses. Including
these reductions, total operating expenses would
have been as follows:

VIP Equity-Income 0.57%
VIP Growth 0.66%
VIP Overseas 0.89%
VIP II Asset Manager 0.63%
VIP II Index 500 0.28%
VIP II Contrafund 0.66%
VIP II Asset Manager: Growth 0.72%
VIP III Balanced 0.58%
VIP III Growth Opportunities 0.70%
VIP III Growth & Income 0.60%

(2) Each of the MFS Series has an expense offset
arrangement,
which reduces the series' custodian fee based upon
the amount of
cash maintained by the series with its custodian and
dividend
disbursing agent. Each series may enter into other
such
arrangements and directed brokerage arrangements,
which would
also have the effect of reducing the series'
expenses. The
expenses shown above do not take into account these
expense
reductions, and are therefore higher than the actual
expenses of
the series.

(3) The expense figures shown for these portfolios
are based on
estimated expenses for 1999 since the portfolios
were not in existence during 1998.

See "Charges In The Funds" on page 27.

PORTFOLIO ANNUAL EXPENSES(1)
(as a percentage of Portfolio average net assets
after fee
waivers after expenses reimbursement but before any
reductions for custodian and transfer agent
expenses.)

TOTAL
MANAGEMENT OTHER ANNUAL
FEES EXPENSES EXPENSES(2)
VIP Money Market
Portfolio 0.18% 0.09% 0.27%
VIP High Income
Portfolio 0.58% 0.11% 0.69%
VIP Equity-Income(3)
Portfolio 0.48% 0.09% 0.57%

TOTAL
MANAGEMENT OTHER ANNUAL
FEES EXPENSES EXPENSES(2)
VIP Growth(3)
Portfolio 0.58% 0.08% 0.66%
VIP Overseas(3)
Portfolio 0.73% 0.18% 0.91%
VIP II Asset Manager(3)
Portfolio 0.53% 0.10% 0.63%
VIP II Investment Grade Bond
Portfolio 0.43% 0.11% 0.54%
VIP II Contrafund(3)
Portfolio 0.58% 0.09% 0.67%
VIP II Asset Manager: Growth(3)
Portfolio 0.58% 0.13% 0.71%
VIP II Index 500(4)
Portfolio 0.24% 0.04% 0.28%
VIP III Growth & Income(3)
Portfolio 0.48% 0.12% 0.60%
VIP III Balanced(3)
Portfolio 0.43% 0.14% 0.57%
VIP III Growth Opportunities(3)
Portfolio 0.58% 0.11% 0.69%
American Century VP Capital Appreciation
Portfolio 1.00% 0.00% 1.00%
American Century VP Value
Portfolio 1.00% 0.00% 1.00%
American Century VP Balanced
Portfolio 0.90% 0.00% 0.90%
American Century VP International
Portfolio 1.34% 0.00% 1.34%
American Century VP Income & Growth
Portfolio 0.70% 0.00% 0.70%
MFS VIT Emerging Growth(5)
Series 0.75% 0.09% 0.84%
MFS VIT Research(5)
Series 0.75% 0.11% 0.86%
MFS VIT Growth with Income(5)
Series 0.75% 0.13% 0.88%
MFS VIT New Discovery(5) (6)
Series 0.90% 0.17% 1.07%
Lord Abbett VC Growth & Income
Portfolio 0.50% 0.37% 0.87%
Lord Abbett VC Mid-Cap Value(7)
Portfolio 0.75% 0.35% 1.10%
Lord Abbett VC International(7)
Portfolio 1.00% 0.35% 1.35%

(1) The fund data was provided by the funds or their
managers. Midland has not independently verified
the accuracy of the Fund data.

(2) The annual expenses shown are based on actual
expenses for 1999. The expenses shown for
Fidelity's VIP, VIP II, and VIP III
Portfolios are those applicable to the Initial
Class.

(3) A portion of the brokerage commissions the fund
paid was used to reduce its expenses. In addition,
certain funds have entered
into arrangements with their custodian and transfer
agent whereby credits realized as a result of
uninvested cash balances were used
to reduce custodian and transfer agent expenses.
Including these
reductions, total operating expenses would have been
as follows:

(4) Fidelity Management and Research agreed to
reimburse a
portion of the VIP II Index 500 expenses during
1999. Without
this reimbursement, the other expenses and total
expenses would have been:

Other Total
Expenses Expenses
VIP II Index 500 0.10% 0.34%

(5) Each of the MFS Series has an expense offset
arrangement,
which reduces the series' custodian fee based upon
the amount of
cash maintained by the series with its custodian and
dividend
disbursing agent. Each series may enter into other
such
arrangements and directed brokerage arrangements,
which would
also have the effect of reducing the series'
expenses. The
expenses shown above do not take into account these
expense
reductions, and are therefore higher than the actual
expenses of
the series. Including these reductions, the total
expenses would have been as follows:

MFS VIT Emerging Growth Series 0.83%
MFS VIT Research Series 0.85%
MFS VIT Growth With Income Series 0.87%
MFS VIT New Discovery Series 1.05%

(6) MFS has agreed to bear expenses for this
portfolio such that the
portfolio's other expenses shall not exceed 0.15%.
Without this
limitation, the other expenses and total expenses
would have been:

Other Total
Expenses Expenses
MFS VIT New Discovery 1.59% 2.49%

ADDITIONAL INFORMATION ABOUT THE
CONTRACTS

Your Right To Examine This Contract

You have a right to examine and cancel the contract.
Your cancellation request must be postmarked by the
latest of the following 3 dates:

10 days after you receive your contract,
10 days after we mail you a notice of this right,
or
45 days after you sign the contract application.

If you cancel your contract during this period, then
we will return your cash value plus all of the
charges
we have deducted from premiums or from the
investment divisions or the cash value. Expenses of
the portfolios are not returned.

See "Your Right To Examine The Contract" on page
32.

Your Contract Can Lapse

However, the contract can lapse after the Minimum
Premium Period no matter how much you pay in
premiums, if the net cash surrender value is
insufficient to pay the monthly charges (subject to
the grace period). See "Your Contract Can Lapse" on
page 32.

Tax Effects of Variable Universal Life 3 4
We believe that a contract issued on the basis of a
standard rate class should quality as a life
insurance contract for federal income tax purposes.
It is unclear whether a contract issued on a
substandard basis would qualify as a life insurance
contract, particularly
if you pay the full amount of premiums permitted
under the contract. If a contract does not satisfy
Section 7702 of the Internal Revenue code (defining
life insurance for tax purposes), we will take
appropriate and reasonable steps to try to get the
contract to comply with Section 7702.

If a contract qualifies as a life insurance contract
for federal income tax purposes, then the death
benefit payment is not subject to federal income
tax. In addition, under current federal tax law, you
do not have to pay income tax on any increases in
your cash value as long as they remain in your
contract. A contract may be treated as a "Modified
Endowment contract" depending upon the amount of
premiums paid in relation to the death benefit. If
the contract is a Modified Endowment contract, then
all pre-death distributions, including contract
loans, will be treated first as distributions of
taxable income and then as a return of your
investment in the contract. In addition,
prior to age 59 1/2, such distributions generally
will be subject to a 10% penalty tax.

Illustrations

This prospectus includes sample projections of
hypothetical death benefits and cash surrender
values,
beginning on page 40. These are only hypothetical
figures and are not indications of either past or
anticipated future investment performance. These
hypothetical value projections may be helpful in
understanding the long-term effects of different
levels of investment performance, charges and
deductions. They may help in comparing this
contract to other life insurance contracts. They
indicate that if the contract is surrendered in the
early contract years, the net cash surrender value
may be low compared to never purchasing the policy
and investing the money used as premiums at 5% per
year. This demonstrates that this contract should
not be purchased as a short-term investment.

PART 2: DETAILED INFORMATION
ABOUT VARIABLE UNIVERSAL LIFE 3 4
INSURANCE FEATURES

This prospectus describes our Variable Universal
Life 3 4 contract. There may be contractual
variances because of requirements of the state where
your contract is issued.

How the Contracts Differ From Whole Life Insurance

Variable Universal Life 3 4 (VUL -3 4 )
provides
insurance coverage with flexibility in death
benefits
and premium payments. It enables you to respond to
changes in your life and to take advantage of
favorable financial conditions. VUL-3 4
differs from
traditional whole life insurance because you may
choose the amount and frequency of premium
payments, within limits.

In addition, VUL -3 4 has two types death
benefit
options. You may switch back and forth between
these options. Variable Universal Life 3 4
also
allows you to change the face amount without
purchasing a new insurance policy. However,
evidence of insurability may be required.

Application for Insurance

To apply for a contract you must submit a completed
application. We decide whether to issue a contract
based on the information in the application and our
standards for issuing insurance and classifying
risks.
If we decide not to issue a contract, then we will
return the sum of premiums paid plus interest
credited. The maximum issue age is 80.

Death Benefit

We pay the death benefit to the beneficiary when the
insured person dies (outstanding indebtedness will
be
deducted from the proceeds). As the owner, you may
choose between two death benefit options:

Option 1 provides a benefit that equals the face
amount of the contract. This "level" death benefit
is for owners who prefer insurance coverage that
does not vary in amount and has lower insurance
charges. Except as described below, the option 1
death benefit is level or fixed at the face amount.

Option 2 provides a benefit that equals the face
amount of the contract plus the cash value on the
day the insured person dies. This "variable" death
benefit is for owners who prefer to have
investment performance reflected in the amount of
their insurance coverage. Under Option 2, the
value of the death benefit fluctuates with your cash
value.

Under both options, Federal tax law may require a
greater benefit. This benefit is a percentage
multiple of your cash value. The percentage
declines as the insured person gets older (this is
referred to as the "corridor" percentage). The
minimum death benefit will be your cash value
on the day the insured person dies multiplied by the
percentage for his or her age. For this purpose,
age is the attained age (last birthday) at the
beginning of the contract year of the insured
person's death.

The percentages are shown below:

Table of Death Benefits
Based on Cash Value

The Death The Death
Benefit Will Benefit Will
Be At Least Be At Least
If The Equal To If The Equal To
Insured This Percent Insured This Percent
Person's of The Person's of The
Age Is Cash Value Age Is Cash Value
0-40 250% 60 130%
41 243% 61 128%
42 236% 62 126%
43 229% 63 124%
44 222% 64 122%

45 215% 65 120%
46 209% 66 119%
47 203% 67 118%
48 197% 68 117%
49 191% 69 116%

50 185% 70 115%
51 178% 71 113%
52 171% 72 111%
53 164% 73 109%
54 157% 74 107%

55 150% 75-90 105%
56 146% 91 104%
57 142% 92 103%
58 138% 93 102%
59 134% 94 101%
95-99 100%

These percentages are based on federal income tax
law which require a minimum death benefit, in
relation to cash value, for your contract to qualify
as life insurance.

For example, assume the insured person is 55 years
old and the face amount is $100,000. The "corridor
percentage" at that age is 150%. Under Option 1,
the death benefit will generally be $100,000.
However, when the cash value is greater than
$66,666.67, the corridor percentage applies and the
death benefit will be greater than $100,000 (since
150% of $66,666.67 equals $100,000). In this case,
at age 55, we multiply the cash value by a factor of
150%. So if the cash value were $70,000, then the
death benefit would be $105,000.

Under Option 2, the death benefit is the face amount
plus the cash value. In this example, if a 55 year-
old had a face amount of $100,000 and a cash value
of $200,000, then the death benefit would be
$300,000. This figure results from either: (a)
adding the face amount to the cash value or (b)
multiplying the cash value by the corridor
percentage. For all cash values
higher than this level, the corridor percentage
would apply. Therefore, for every $1.00 added to
the cash value above $200,000, the death benefit
would increase by $1.50 (at that age).

Under either option, the length of time your
contract remains in force depends on the net cash
surrender value of your contract and whether you
meet the Minimum Premium Period requirements. Your
coverage lasts as long as your net cash surrender
value can cover the monthly deductions from your
cash value. In addition, during the Minimum
Premium Period, your contract remains in force if
the
sum of your premium payments (minus any loans or
withdrawals) is greater than the sum of the monthly
minimum premiums for all of the contract months
since the contract was issued.

The investment performances of the investment
divisions and the interest earned in the General
Account affect your cash value. Therefore, the
returns from these investment options can affect the
length of time your contract remains in force.
The minimum initial face amount generally is
$50,000. For issue ages 0 to 14, the minimum is
$25,000. For insured persons age 20 to 44 at issue
and in the preferred non-smoker rate class, the
minimum face amount is $100,000.

Maturity Benefit

If the insured person is still living on the
maturity date, we will pay the beneficiary the cash
value minus any outstanding loans. The contract
will then end. The maturity date is the contract
anniversary after the insured person's 100th
birthday. In certain circumstances, you may extend
the maturity date (doing so may have tax
consequences). See "Maturity Date" on page 33.

Changes In Variable Universal Life 3 4

Variable Universal Life 3 4 gives you the
flexibility to choose from a variety of strategies
that enable you to increase or decrease your
insurance protection. A reduction in face amount
lessens the emphasis on a contract's insurance
coverage by reducing both the
death benefit and the amount of pure insurance
provided. The amount of pure insurance is the
difference between the cash value and the death
benefit. This is the amount of risk we take. A
reduced amount at risk results in lower cost of
insurance deductions from your cash value.

A partial withdrawal reduces the cash value and may
reduce the death benefit, while providing you with a
cash payment, but generally does not reduce the
amount at risk. Choosing not to make premium
payments may have the effect of reducing the cash
value. Under death benefit option 1, reducing the
cash value increases the amount at risk (thereby
increasing the cost of insurance deductions) while
leaving the death benefit unchanged; under death
benefit option 2, it decreases the death benefit
while
leaving the amount at risk unchanged.

Increases in the face amount have the exact opposite
effect of decreases.

Changing The Face Amount of Insurance

You may change the face amount of your contract by
sending a written request to our home executive
office. You can only change the face amount twice
each contract year. All changes are subject to our
approval and to the following conditions.

For increases :

Increases in the face amount must be at least
$25,000.
To increase the face amount, you must provide
satisfactory evidence of insurability. If the
insured
person has become a more expensive risk, then we
charge higher cost of insurance fees for the
additional amounts of insurance (we may change
this procedure in the future).
Monthly cost of insurance deductions from your
cash value will increase. There will also be a
surrender charge increase. These begin on the date
the face amount increase takes effect.
The right to examine this contract does not apply
to face amount increases. (It only applies when
you first buy the contract.)

For decreases :
You cannot reduce the face amount below the
minimum we require to issue this contract at the
time of the reduction.
Monthly cost of insurance deductions from your
cash value will decrease.

If you request a face amount decrease after you
have already increased the face amount at
substandard (i.e., higher) risk cost of
insurance
charges, and the original face amount was at
standard risk cost of insurance charges, then
we
will first decrease the face amount that is at
substandard higher risk cost of insurance
charges.

We may change this procedure.

Changing Your Death Benefit Option

You may change your death benefit option by
sending a written request to our home
executive
office. We require satisfactory evidence of
insurability to make this change.

If you change from option 1 to option 2, the face
amount decreases by your cash value on the date of
the change. This keeps the death benefit and amount
at risk the same as before the change. We may not
allow a change in death benefit option if it would
reduce the face amount below the minimum we
require to issue this contract at the time of the
reduction.

If you change from option 2 to option 1, then the
face amount increases by the amount of your cash
value on the date of the change. These increases and
decreases in face amount are made so that the amount
of the death benefit remains the same on the date of
the change. When the death benefit remains the same,
there is no change in the net amount at risk. This
is the amount on which the cost of insurance charges
are based.

When Contract Changes Go Into Effect

Any changes in the face amount or the death benefit
option will go into effect on the monthly
anniversary of after the date we approved
your request. After your request is approved, you
will receive a written notice showing each change.
You should attach this notice to your contract. We
may also ask you to return your contract to us at
our home executive office so that we can make
a change. We will notify you if we do not approve a
change you request. For example, we might not
approve a change that would disqualify your contract
as life insurance for income tax purposes.

Contract changes may have negative tax
consequences. See "TAX EFFECTS" on page 36.

Flexible Premium Payments

You may choose the amount and frequency of
premium payments, within the limits described
below.

Even though your premiums are flexible, your
contract information page will show a "planned"
periodic premium. You determine the planned
premium when you apply and can change them it at
any time. You will specify the frequency to be on a
quarterly, semi-annual or annual basis. Planned
periodic premiums may be monthly if paid by pre-
authorized check. Premiums may be bi-weekly if
paid by Civil Service Allotment. The planned
premiums may not be enough to keep your contract in
force.

All premium payments should be payable to
"Midland". After your first premium payment, all
additional premiums should be sent directly to our
home executive office.

We will send you premium reminders based on your
planned premium schedule. You may make the
planned payment, skip the planned payment, or
change the frequency or the amount of the payment.
Generally, you may pay premiums at any time.
Amounts must be at least $50, unless made by a
pre-authorized check. Amounts made by a pre-
authorized check can be as low as $30. through a
$30 monthly automatic payment plan.

If you send us a premium payment that would cause
your contract to cease to qualify as life insurance
under Federal tax law, we will notify you and return
that portion of the premium that would cause the
disqualification.

Premium Provisions During The Minimum Premium
Period. During the Minimum Premium Period, you
can keep your contract in force by meeting a
minimum premium requirement. In most states, the
Minimum Premium Period lasts until the later of the
5th contract anniversary or the insured's 70th
birthday. A monthly minimum premium is shown on
your contract information page. (This is not
the same
as the planned premiums.) The minimum premium
requirement will be satisfied if the sum of premiums
you have paid, less your loans or withdrawals, is
more than the sum of the monthly minimum
premiums required to that date. The minimum
premium increases when the face amount increases.
During the Minimum Premium Period, your contract
will enter a grace period and lapse if:

the net cash surrender value cannot cover the
monthly deductions from your cash value; and
the premiums you have paid, less your loans or
withdrawals, are less than the total monthly
minimum premiums required to that date.
This contract lapse can occur even if you pay all of
the planned premiums.

Allocation of Premiums

Allocation percentages may be any whole number
from 0 to 100. The sum of the allocation
percentages
must equal 100. Of course, you may choose not to
allocate a premium to any particular investment
division. See "THE GENERAL ACCOUNT" on page
25. Any premium received before the record date
will be held and earn interest in the General
Account
until the day after the record date. When this
period
ends your instructions will dictate how we allocate
it.

Additional Benefits

(2) Monthly Disability Benefit: With this benefit,
we pay a set amount into your cash value each month
(the amount is on your contract information page).
The benefit is payable when the insured person
becomes totally disabled on or after their 15th
birthday and the disability continues for at least 6
months. The disability must start before the
contract
anniversary following the insured person's 60th
birthday. The benefit will continue until the
insured
person reaches age 65. If the amount of benefit paid
into the cash value is more than the amount allowed
under the income tax code, the monthly benefit will
be paid to the insured person.

(3) Accidental Death Benefit: We will pay an
additional benefit if the insured person dies from a
physical injury that results from an accident,
provided
the insured person dies before the contract
anniversary that is within a half year of his or her
70th birthday.

(4) Children's Insurance Rider: This benefit
provides term life insurance on the lives of the
insured person's children. This includes natural
children, stepchildren and legally adopted children,
between the ages of 15 days and 21 years. They are
covered until the insured person reaches age 65 or
the
child reaches age 25.

(5) Family Insurance Rider: This benefit provides
term life insurance on the insured person's children
as does the Children's Insurance. It also provides
decreasing term life insurance on the insured's
spouse.

(6) Additional Insured Rider: You may provide
term insurance for another person, such as the
insured
person's spouse, under your contract. A separate
charge will be deducted for each additional insured.

(7) Guaranteed Insurability Rider: This benefit
provides for additional amounts of insurance without
further evidence of insurability.

(8) Living Needs Rider: This benefit provides an
accelerated death benefit as payment of an
"Advanced Sum," in the event the insured person is
expected to die within 12 months.

You can choose the amount of the death
benefit
amount to accelerate at the time of the claim. The
maximum advanced sum is 50% of the eligible death
benefit (which is the death benefit of the contract
plus
the sum of any additional death benefits on the life
of the insured person provided by any eligible riders).
Currently, there is a maximum of $250,000 and a
minimum of $5,000.

a. the death benefit of the contract and of each
eligible rider
b. the face amount
c. any cash values
d. any outstanding loan

Pursuant to the Health Insurance Portability and
Accountability Act of 1996, we believe that for
federal income tax purposes an advanced sum
payment made under the living needs rider should
be fully excludable from the gross income of the
beneficiary, as long as the beneficiary is the
insured person under the contract. However, you
should consult a qualified tax advisor about the
consequences of adding this rider to a contract or
requesting an advanced sum payment under this
rider.

Extended Maturity Option

This option allows the maturity date to be extended
indefinitely, or as long as allowed by the IRS. If
the
insured is alive on the maturity date and this
contract
is still in force and not in the grace period, this
option
may be elected. In order to elect this option, all
of
the Cash Value must be transferred to either the
General Account or the Money Market Investment
Division and the death benefit option must be
elected
as Option 1. Once your policy is extended beyond
the Maturity Date, there will be no further monthly
deductions and we will only allow transfers to the
General Account or the Money Market Investment
Division. Furthermore, we will not allow any of the
following to occur:

Increase in the Specified Amount of Insurance
Changes in the Death Benefit Options
Premium Payments

The Extended Maturity Option may have tax
consequences. Consult your tax advisor before
taking this election.

Automatic Benefit Increase Provision

The ABI can automatically increase your face amount
every two years, based on increases in the Consumer
Price Index. The increases will occur on the 2nd
contract anniversary and every two years thereafter,
unless you reject an increase. The increases
continue
until the rider terminates. We send you a notice
about the increase amounts at least 30 days before
the
increase date. You have the right to reject any
increase in face amount by sending us a notice
before
it takes effect. If you reject an increase, then
the ABI
provision terminates. (See your ABI rider for exact
details.)

We calculate each face amount increase under the
ABI provision as follows:
(a) The eligible face amount, multiplied by
(b) The Consumer Price Index 5 months before the
increase date, divided by
(a) The Consumer Price Index 29 months before the
increase date, minus
(b) The eligible face amount from part (a).

The eligible face amount is the sum of the portions
of
the face amount of insurance that are in the non-
smoker, ordinary or preferred premium class.

The maximum increase is the lesser of $50,000 or
20% of the eligible face amount. The ABI provision
automatically terminates once the total of the
increases is more than twice the initial face
amount.
The Consumer Price Index is the U.S. Consumer
Price Index for all urban consumers as published by
the U.S. Department of Labor. (See your policy form
for more details on this index.)

The ABI provision does not require separate monthly
charges, but it does affect the amount of your
monthly cost of insurance charge by increasing your
face amount. (See "Deductions From Your Cash
Value" on page 27.)

ABI increases also increase the planned and
minimum premiums. (See Your ABI Rider and Your
Base Contract Policy Form for exact details.)
The Automatic Benefit Increase Provision may have
tax consequences. Consult your tax advisor for
questions.

SEPARATE ACCOUNT INVESTMENT
CHOICES

Our Separate Account And Its Investment
Divisions

The "Separate Account" is our Separate Account A,
established under the insurance laws of the State of
South Dakota. It is a unit investment trust
registered
with the Securities and Exchange Commission (SEC)
under the Investment Company Act of 1940 but this
registration does not involve any SEC supervision
of its management or investment policies. The
Separate Account meets the definition of a "Separate
Account" under the federal securities laws. The
Separate Account has a number of investment
divisions, each of which invests in the shares of a
corresponding portfolio of the Funds. You may
allocate part or all of your net premiums to ten of
the
twenty-three five investment divisions of our
Separate Account.

The Funds

Each of the 23 25 portfolios available under
the
contract is a "series" of one of the following
investment companies:
1. Fidelity's Variable Insurance Products Fund
Initial Class ,
2. Fidelity's Variable Insurance Products Fund II
Initial Class ,
3. Fidelity's Variable Insurance Products Fund III
Initial Class ,
4. American Century Variable Portfolios, Inc.,
5. MFS(r) Variable Insurance Trusts, and
6. Lord Abbett 's Series Fund, Inc.

The Funds' shares are bought and sold by our
Separate Account at net asset value. More detailed
information about the Funds and their investment
objectives, policies, risks, expenses and other
aspects
of their operations, appear in their prospectuses,
which accompany this prospectus.

Midland may from time to time receive revenue from
the Funds and/or from their managers. The amounts
of the revenue, if any, may vary between funds
and
portfolios and may be based on the amount of
Midland's investments in the Funds.

Investment Policies Of The Portfolios

Each portfolio tries to achieve a specified
investment
objective by following certain investment policies.
A
portfolio's objectives and policies affect its
returns
and risks. Each investment division's performance
depends on the experience of the corresponding
portfolio. The objectives of the portfolios are as
follows:

VIP High Income
Portfolio
Seeks a high level of current
income by investing
primarily in income-
producing debt securities
while also considering
growth of capital. Policy
owners should understand
that the fund's unit price
may be volatile due to the
nature of the high yield
bond marketplace.

VIP Growth Portfolio
Seeks capital appreciation
by investing in common
stocks. The adviser invests
the fund's assets in
companies the adviser
believes have above-average
growth potential.

VIP Overseas Portfolio
Seeks long-term growth of
capital, primarily through
investments in foreign
securities.

VIP II Asset Manager
Portfolio
Seeks high total return with
reduced risk over the long
term by allocating its assets
among domestic and foreign
stocks, bonds and short-term
instruments.

VIP II Investment
Grade Bond Portfolio
Seeks as high a level of
current income as is
consistent with the
preservation of capital by
investing in U.S. dollar-
denominated investment-
grade bonds.

VIP II
Asset Manager: Growth
Portfolio
Seeks to maximize total
return by allocating its
assets among stocks, bonds,
short-term instruments, and
other investments.

VIP III Balanced
Portfolio

Seeks both income and
growth of capital. When the
investment manager's
FMR's outlook is neutral, it
will invest approximately
60% of the fund's assets in
equity securities and will
always invest at least 25%
of the fund's assets in fixed-
income senior securities.

American Century
VP Capital
Appreciation Portfolio
Seeks capital growth by
investing primarily in
common stocks that
management considers to
have better-than-average
prospects for appreciation.

American Century
VP International
Portfolio
Seeks capital growth by
investing primarily in
securities of foreign
companies that management
believes to have potential
for appreciation.

MFS VIT Research
Series
Seeks to provide long-term
growth of capital and future
income.

MFS VIT Growth
with Income Series
Seeks to provide reasonable
current income and long-
term growth of capital and
income.

MFS VIT New
Discovery Series
Seeks capital appreciation.
Lord Abbett VC
Growth and Income
Portfolio

Lord Abbett VC Mid-
Cap Value Portfolio

Lord Abbett VC
International Portfolio
Seeks long-term growth of
capital and income without
excessive fluctuation in
market value.

Seeks capital appreciation
through investments,
primarily in equity securities
which are believed to be
undervalued in the
marketplace.

Seeks long-term capital
appreciation. Invests
primarily in equity securities
of non-U.S. issuers.

The Fund portfolios available under these contracts
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 the same investment
advisor or manager. Nevertheless, the investment
performance and results of any of the Funds'
portfolios that are available under the contracts
may
be lower, or higher, than the investment results of
such other (publicly 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.

USING YOUR CASH VALUE

The Cash Value

Your cash value is the sum of your amounts in the
various investment divisions and in the General
Account (including any amount in our General
Account securing a contract loan). Your cash value
reflects various charges. See "DEDUCTIONS AND
CHARGES" on page 26. Monthly deductions are
made on the contract date and on the first
day of each
contract month. Transaction and surrender charges
are made on the effective date of the transaction.
Charges against our Separate Account are reflected
daily.

We guarantee amounts allocated to the General
Account. There is no guaranteed minimum cash
value for amounts allocated to the investment
divisions of our Separate Account. You bear that
investment risk. An investment division's
performance will cause your cash value to go up or
down.

Amounts In Our Separate Account
Amounts allocated or transferred to the investment
divisions are used to purchase accumulation units.
Accumulation units of an investment division are
purchased when you allocate premiums, repay loans
or transfer amounts to that division. Accumulation
units are redeemed when you make withdrawals or
when you transfer amounts from an investment
division (including transfers for loans),
when we
make monthly deductions and charges, and to when
we pay the death benefit. The number of
accumulation units purchased or redeemed in an
investment division is calculated by dividing the
dollar amount of the transaction by the division's
accumulation unit value at the end of that day. The
value you have in an investment division is the
accumulation unit value times the number of
accumulation units credited to you. The number of
accumulation units credited to you will not vary
because of changes in accumulation unit values.
How We Determine The Accumulation Unit Value
We determine accumulation unit values for the
investment divisions at the end of each business
day.
Accumulation unit values fluctuate with the
investment performance of the corresponding
portfolios of the Funds. They reflect investment
income, the portfolio's realized and unrealized
capital
gains and losses, the Funds' expenses, and our
deductions and charges. The accumulation unit value
for each investment division is set at $10.00 on the
first day there are contract transactions in our
Separate Account associated with these contracts.
After that, the accumulation unit value for any
business day is equal to the accumulation unit value
for the previous business day multiplied by the net
investment factor for that division on that business
day.

We determine the net investment factor for each
investment division every business day as follows:

We take the value of the shares belonging to the
division in the corresponding Fund portfolio at the
close of business that day (before giving effect to
any contract transactions for that day, such as
premium payments or surrenders). We use the
share value reported to us by the Fund.
We add any dividends or capital gains
distributions
paid by the portfolio on that day.
We divide this amount by the value of the amounts
in the investment division at the close of business
on the preceding business day (after giving effect
to any contract transactions on that day).
We subtract a daily asset charge for each calendar
day between business days (for example, a
Monday calculation may include charges for
Saturday and Sunday). The daily charge is
.0024547%, which is an effective annual rate of
0.90%. We currently intend to reduce this charge
to 0.50% 0.25% after the 10th contract year.
(This
reduction is not guaranteed.) (See
"Mortality and
Expense Risks" on page 21.)
We may subtract any daily charge for taxes or
amounts set aside as tax reserves.

Cash Value Transactions

The transactions described below may have different
effects on your cash value, death benefit, face
amount
or cost of insurance changes. You should consider
the net effects before making any cash value
transactions. Certain transactions have fees.
Remember that upon completion of these
transactions, you may not have your cash value
allocated to more than 10 investment divisions.

Transfers Of Cash Value

You may transfer amounts among the investment
divisions and between the General Account and any
investment divisions. To make a transfer of cash
value, write to our home executive office.
Currently,
you may make an unlimited number of transfers of
cash value in each contract year. But we reserve
the
right to assess a $25 charge after the 12th transfer
in a
contract year. If we charge you for making a
transfer,
then we will allocate the charge as described under
"Deductions and Charges - How Cash Value Charges
Are Allocated" on page 29. Although a single
transfer request may include multiple transfers, it
will
be considered a single transfer for fee purposes.
Transfer requests received before 3:00 p.m. (Central
Standard Time) will take affect on the same day if
that day is a business day. Otherwise, the transfer
request will take affect on the business day
following
the day we receive your request. Transfers are
effected at unit values determined at the close of
business on the day the transfer takes effect. The
unit
values are determined on the day the transfer takes
affect. The minimum transfer amount is $200.
The
minimum amount does not have to come from or be
transferred to just one investment division. The
only
requirement is that the total amount transferred
that
day equals the transfer minimum.

The total amount that can be transferred from the
General Account to the Separate Account, in any
contract year, cannot exceed the larger of:
1. 25% of the unloaned amount in the General
Account at the beginning of the contract year, or
2. $25,000 $25,000. (We reserve the right to
decrease this to $1,000.)

These limits do not apply to transfers made in a
Dollar Cost Averaging program that occurs over a
time period of 12 or more months.

Dollar Cost Averaging

You can elect the DCA program at any time. You
must complete the proper request form, and there
must be a sufficient amount in the DCA source
account. The minimum amount required in the DCA
source account for DCA to begin is the sum of $2,400
and the minimum premium. You can get a sufficient
amount by paying a premium with the DCA request
form, allocating premiums, or transferring amounts
to
the DCA source account. The DCA election will
specify:

If it is requested when the contract is issued, then
DCA will start at the beginning of the 2nd contract
month. If it is requested after issue, then DCA
will
start at the beginning of the 1st contract month
which
occurs at least 30 days after the request is
received.
DCA will last until the value in the DCA source
account falls below the allowable limit or until we
receive your written termination request. DCA
automatically terminates on the maturity date.
Midland does not charge any specific fees for you
to
participate in a DCA program. However, transfers
made through a DCA program which only extends for
fewer than 12 months will be included in counting
the
number of transfers of cash value. While we
currently allow an unlimited number of free
transfers,
we do reserve the right to charge for each transfer
after the 12th one in any contract year.

We reserve the right to end the DCA program by
sending you one month's notice.

Portfolio Rebalancing

The Portfolio Rebalancing Option allows
policyowners, who are not participating in a Dollar
Cost Averaging program, to have the Company
automatically reset the percentage of cash value
allocated to each investment division to a pre-set
level. For example, you may wish to specify that
30% of your cash value be allocated to the VIP
Growth Investment Division, 40% in the VIP High
Income Investment Division and 30% in VIP II
Overseas Investment Division. Over time, the
variations in the investment division's investment
results will shift the percentage allocations of
your
cash value. If you elect this option, then at each
contract anniversary, We will transfer amounts
needed to "re-balance" the cash value to the
specified
percentages selected by you. Rebalancing is not
available to amounts in the General Account.
Rebalancing may result in transferring amounts from
an investment division earning a relatively high
return to one earning a relatively low return.
Even with a Portfolio Rebalancing Option, you can
only allocate your total cash value in up to at most
10
investment divisions. We reserve the right to end
the
Portfolio Rebalancing Option by sending you one
month's notice. Contact us at our Executive Office
to
elect the Portfolio Rebalancing Option.
Midland does not charge any specific fees for you to
participate in a portfolio rebalancing program.
However, transfers made through a portfolio
rebalancing program which only extends for fewer
than 12 months will be included in counting the
number of transfers of cash value. While we
currently allow an unlimited number of free
transfers,
we do reserve the right to charge for each transfer
after the 12th one in any contract year.

Contract Loans

If your contract has a TSA Life 403(b)
Endorsement,
contract loans are not available and this section is
not
applicable to your contract.

Whenever your contract has a net cash surrender
value, you may borrow up to 92% of the cash
surrender value using only your contract as security
for the loan. If you request an additional loan,
then
the outstanding loan and loan interest will be added
to
the additional loan amount and the original loan
will
be canceled. Thus, you will only have one
outstanding loan.

We pay you interest on this loaned amount, currently
at an annual rate of 6% 3.5% . (We charge
you
interest on the loaned amount at a higher rate, see
below). After the 10th contract year, we guarantee
that the annual rate of interest paid on the loaned
portion of the cash value will equal 8% (which is
equal to the interest rate charged on the contract
loan)
for the portion of the loan that is from earnings
(that
is, the portion that does not exceed the cash value
minus total premiums paid).

A loan taken from, or secured by, a contract may
have federal income tax consequences. See "TAX
EFFECTS" on page 36.

You may request a loan by contacting our home
executive office. You should tell us how much of
the
loan you want taken from your unloaned amount in
the General Account or from the Separate Account
investment divisions. If you do not tell us how to
allocate your loan, the loan will be allocated
according to your deduction allocation percentages
as
described under "How Cash Value Charges Are
Allocated" on page 29. If the loan cannot be
allocated this way, then we will allocate it in
proportion to the unloaned amounts of your cash
value in the General Account and each investment
division. We will redeem units from each investment
division equal in value to the amount of the loan
allocated to that investment division (and transfer
these amounts to the General Account).

Contract Loan Interest. Interest on a contract
loan
accrues daily at an annual interest rate of 8%.
After the 10th contract year, you may be able to
take
preferred loans provided your contract's cash value
is
large enough. Preferred loans are loans up to the
cash
value less the total premiums paid. We guarantee
that the annual rate of interest paid on preferred
loans
will be equal to the interest rate charged on such
loans. At the current time, we are charging 3.5% on
preferred loans and thus preferred loans are being
credited an annual interest rate of 3.5%.

If you request an additional loan, then the
outstanding
loan and loan interest will be added to the
additional
loan amount and the original loan will be cancelled.
Thus, you will only have one outstanding loan.
Interest is due on each contract anniversary. If
you
do not pay the interest when it is due, then it will
be
added to your outstanding loan and allocated based
on the deduction allocation percentages for your
cash
value. This means we make an additional loan to pay
the interest and will transfer amounts from the
General Account or the investment divisions to make
the loan. If we cannot allocate the interest based
on
these percentages, then we will allocate it as
described above for allocating your loan.

You may choose how you want us to allocate your
repayments. If you do not give us instructions, we
will allocate your repayments based on your premium
allocation percentages.

The Effects Of A Contract Loan On Your Cash Value.
A loan against your contract will have a permanent
effect on your cash value and benefits, even if the
loan is repaid. When you borrow on your contract,
we transfer your loan amount into our General
Account where it earns a declared rate of interest.
You cannot invest that loan amount in any Separate
Account investment divisions. You may earn more
or less on the loan amount, depending on the
performance of the investment divisions and whether
they are better or worse than the rates declared for
the
unloaned portion of the General Account.

Your Contract May Lapse. Your loan may affect the
amount of time that your contract remains in force.
For example, your contract may lapse because the
loaned amount cannot be used to cover the monthly
deductions that are taken from your cash value. If
these deductions are more than the net cash
surrender
value of your contract, then the contract's lapse
provisions may apply. Since the contract permits
loans up to 92% of the cash surrender value, loan
repayments or additional premium payments may be
required to keep the contract in force, especially
if
you borrow the maximum.

Withdrawing Money From Your Cash Value
You may request a partial withdrawal of your net
cash surrender value by writing to our home
executive office. You will not incur a
deferred sales
charge or deferred issue charge There is no
surrender
charge on partial withdrawals. Partial
withdrawals
are subject to certain conditions. They must:

be at least $200,
total no more than 50% of the net cash surrender
value in any contract year,
allow the death benefit to remain above the
minimum for which we would issue the contract at
that time,
allow the contract to still qualify as life
insurance
under applicable tax law.

Withdrawal Charges. When you make a partial
withdrawal more than once in a contract year, a
charge of $25 (or 2% of the amount withdrawn,
whichever is less), will be deducted from your cash
value. If you do not give us instructions for
deducting the charge, then it will be deducted as
described under "Deductions and Charges - How
Cash Value Charges Are Allocated" on page 29.
In general, we do not permit you to make a
withdrawal on monies for which your premium check
has not cleared your bank.

The Effects Of A Partial Withdrawal. A partial
withdrawal reduces the amount in your cash value,
the cash surrender value and generally the death
benefit on a dollar-for-dollar basis. If the death
benefit is based on the corridor percentage
multiple,
then the death benefit reduction could be greater.
If
you have death benefit option 1, then we will also
reduce the face amount of your contract so that
there
will be no change in the net amount at risk. We
will
send you a new contract information page to reflect
this change. Both the withdrawal and any reductions
will be effective as of the date we receive your
request at our home executive office.

A contract loan might be better than a partial
withdrawal if you need temporary cash.

Surrendering Your Contract

During the first 15 contract years surrender
charge
period (This period of time is the earlier of 15
policy
years or attained age 95), the cash surrender
value is
the cash value minus the surrender charge. After
the
15 years surrender charge period, the cash
surrender
value equals the cash value. We will compute the
net
cash surrender value as of the date we receive your
request and contract at our home executive
office.
All of your insurance coverage will end on that
date.

THE GENERAL ACCOUNT

You may allocate all or some of your cash value to
the General Account. The General Account pays
interest at a declared rate. We guarantee the
principal
after deductions. The General Account supports our
insurance and annuity obligations. Because of
applicable exemptive and exclusionary provisions,
interests in the General Account have not been
registered under the Securities Act of 1933, and
the General Account has not been registered as an
investment company under the Investment
Company Act of 1940. Accordingly, neither the
General Account nor any interests therein are
generally subject to regulation under the 1933 Act
or the 1940 Act. We have been advised that the
staff of the SEC has not made a review of the
disclosures which are included in this prospectus
for your information and which relate to the
General Account.

You may accumulate amounts in the General
Account by:

allocating net premium and loan payments,
transferring amounts from the investment
divisions,
securing any contract loans, or
earning interest on amounts you already have in
the General Account.

This amount is reduced by transfers, withdrawals and
allocated deductions.

You may request a transfer between the General
Account and one or more of the investment divisions,
within limits. See "Transfers of Cash Value".
The General Account may not be available in all
states. Your state of issue will determine if the
General Account is available on your contract.
Please check your policy form to see if the General
Account is available on your contract.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a sales charge premium charge, a
premium tax charge , and in some cases a service
charge from each premium. The rest of each
premium (called the net premium) is placed in your
cash value.

Since this charge is a percentage of paid
premiums, the amount of the charge will vary
with the amount of premium.

Sales Charge Premium Charge . We deduct a
4%
sales charge 6.5% premium charge from each
premium payment. Currently we plan to eliminate
this charge after 15 policy years - this is not
guaranteed. This charge partially reimburses us
for
premium taxes we incur and for the selling and
distributing costs of this contract. These include
commissions and the costs of preparing sales
literature and printing prospectuses. (We also
deduct
a deferred sales surrender charge if you
surrender
your contract for its net cash surrender value or
let
your contract lapse in the first 15 years during
the
surrender charge period . See "Surrender Charges"
on
page 29.)

Premium Tax Charge. Some states and other
jurisdictions (cities, counties, municipalities) tax
premium payments and some levy other charges. We
deduct 2.5% of each premium for those tax charges.
These tax rates currently range from 0.75% to 4%.
We expect to pay at least 2.5% of most premiums in
premium tax because of certain retaliatory
provisions
in the premium tax regulations. If we pay less,
then
we may reduce the charge for that premium.
This is a tax to Midland so you cannot deduct it on
your income tax return. Since the charge is a
percentage of your premium, the amount of the
charge will vary with the amount of the premium.
We may increase this charge if our premium tax
expenses increase. We reserve the right to vary
this
charge by state. If we make such a change, then we
will notify you.

Charges Against The Separate Account

Fees and charges allocated to the investment
divisions reduce the amount in your cash value.
Mortality and Expense Risks. We charge for
assuming mortality and expense risks. We guarantee
that monthly administrative and insurance deductions
from your cash value will never be greater than the
maximum amounts shown in your contract. The
mortality risk we assume is that insured people will
live for shorter periods than we estimated. When
this
happens, we have to pay a greater amount of death
benefits than we expected. The expense risk we
assume is that the cost of issuing and administering
contracts will be greater than we expected. We
charge for mortality and expense risks at an
effective
annual rate of 0.90% of the value of the assets in
the
Separate Account attributable to Variable Universal
Life-3. We currently intend to reduce this charge
to
0.50% 0.25% after the 10th contract year
(this is not
guaranteed). The investment divisions' accumulation
unit values reflect this charge. See "Using Your
Cash
Value - How We Determine The Accumulation Unit
Value" on page 21. If the money we collect from
this
charge is not needed, then we profit. We expect to
make money from this charge. To the extent sales
expenses are not covered by the sales charge and
the
deferred sales premium load and surrender
charge,
our General Account funds, which may include
amounts derived from this mortality and expense risk
charge, will be used to cover sales expenses.
Tax Reserve. We reserve the right to charge for
taxes
or tax reserves, which may reduce the investment
performance of the investment divisions. Currently,
no such charge is made.

Deductions From Your Cash Value

At the beginning of each contract month (including
the contract date), the following three deductions
are
taken from your cash value:

1. Expense Charge: This charge is $7.00 per
month (currently we plan to make this deduction
for the first 15 years only, but we reserve the
right to deduct it throughout the life of the
contract). This charge covers the continuing
costs
of maintaining your contract, such as premium
billing and collections, claim processing, contract
transactions, record keeping, communications
with owners and other expense and overhead
items.

2. Charges for Additional Benefits: Monthly
deductions are made for the cost of any additional
benefits. We may change these charges, but your
contract contains tables showing the guaranteed
maximum rates for all of these insurance costs.

3. Cost of Insurance Charge: The cost of
insurance charge is our current monthly cost
of
insurance rate times the amount at risk at the
beginning of the contract month. The amount at
risk is the difference between your death benefit
and your cash value. If the current death
benefit
for the month is increased due to the
requirements of Federal tax law, then your
amount at risk for the month will also increase.
For this purpose, your cash value amount is
determined before deduction of the cost of
insurance charge, but after all of the other
deductions due on that date. The amount of the
cost of insurance charge will vary from month to
month with changes in the amount at risk.
The cost of insurance rate is based on the sex,
attained age, and rating class of the insured person
at
the time of the charge. We place the insured person
that is a standard risk in the following rate
classes:
preferred non-smoker, non-smoker, and smoker. The
insured person may also be placed in a rate class
involving a higher mortality risk, known as a
substandard class. We may change the cost of
insurance rates, but they will never be more than
the
guaranteed maximum rates set forth in your contract.
The maximum charges are based on the charges
specified in the Commissioner's 1980 Standard
Ordinary Mortality Table. The table below shows the
current and guaranteed maximum monthly cost of
insurance rates per $1,000 of amount at risk for a
male, preferred, nonsmoker, standard risk at various
ages. (In Montana, there are no distinctions based
on
sex.)

If Variable Universal Life 3 4 is purchased
in
connection with an employment-related insurance or
benefit plan, employers and employee organizations
should consider, in consultation with counsel, the
impact of Title VII of the Civil Rights Act of 1964.
In 1983, the United States Supreme Court held that
under Title VII, optional annuity benefits under a
deferred compensation plan could not vary on the
basis of sex.

Illustrative Table of Monthly Cost of Insurance
Rates
(Rounded) per $1,000 of Amount at Risk
Male Guaranteed Current
Attained Maximum (Preferred Non-Smoker)
Age Rate
Rate
5 $.07 $.05
15 .11 .11 .10
25 .13 .09
35 .14 .10
45 .29 .23 .19
55 .69 .39 .35
65 1.87 1.01 .81

For a male preferred non-smoker, age 35, with a
$100,000 face amount option 1 contract and an
initial
premium of $1,000, the cost of insurance for the
first
month will be $9.91. This example assumes the
expense charge ($7.00 per month) and current
cost of
insurance rate ($.10 per $1,000).

The non-smoker cost of insurance rates are lower
than the smoker cost of insurance rates. To
qualify,
an insured must be a standard risk and must meet
additional requirements that relate to smoking
habits.
The reduced cost of insurance rates depends on such
variables as the attained age and sex of the
insured.
The preferred non-smoker cost of insurance rates are
lower than the non-smoker cost of insurance rates.
To qualify for the preferred non-smoker class, the
insured person must be age 20 or over and meet
certain underwriting requirements.

Changes in Monthly Charges. Any changes in the
cost of insurance, charges for additional benefits
or
expense charges will be by class of insured and will
be based on changes in future expectations of
investment earnings, mortality, the length of time
contracts will remain in effect, expenses and taxes.

Automatic Benefit Increase Charges. There is no
separate charge for the Automatic Benefit Increase
(ABI) provision. However, as the automatic increases
are applied (see page 17 for exact details) the face
amount of insurance will increase. The face amount
increase will cause an increase in the amount at
risk
and the monthly cost of insurance charge.

Transaction Charges

In addition to the deductions described above, we
charge fees for certain contract transactions:
Partial Withdrawal of Net Cash Surrender Value.
You may make one partial withdrawal during each
Contract Year without a charge. There is an
administrative charge of $25 or 2 percent of the
amount withdrawn, whichever is less, each time
You make a partial withdrawal if more than one
withdrawal is made during a year.

Transfers. Currently, we do not charge when You
make transfers of Cash Value among investment
divisions. We reserve the right to assess a $25
charge after the twelfth transfer in a Contract
Year.

How Cash Value Charges Are Allocated

Generally, deductions from your cash value for
monthly or partial withdrawal charges are made from
the investment divisions and the unloaned portion of
the General Account. They are made in accordance
with your specified deduction allocation percentages
unless you instruct us otherwise. Your deduction
allocation percentages may be any whole numbers
(from 0 to 100) which add up to 100. You may
change your deduction allocation percentages by
writing to our home executive office.
Changes will
be effective as of the date we receive them.
If we cannot make a deduction in accordance with
these percentages, we will make it based on the
proportion of (a) to (b) where (a) is your unloaned
amounts in the General Account and your amounts in
the investment divisions and (b) is the total
unloaned
amount of your cash value.

Deductions for transfer charges are made equally
between the investment divisions from which the
transfer was made. For example, if the transfer is
made from two investment divisions, then the
transfer
charge assessed to each of the investment divisions
will be $12.50.

Surrender Charges

We incur various sales and promotional expenses in
selling Variable Universal Life 3 4 . These
include
commissions, the cost of preparing sales literature,
promotional activities and other distribution
expenses. We also incur expenses for underwriting,
printing contract forms and prospectuses, and
entering information in our records.

The surrender charge is the difference between the
amount in your cash value and your contract's cash
surrender value for the first 15 contract years
surrender charge period (this period of time is the
earlier of 15 policy years or attained age 95).
It is a
contingent, deferred issue charge and
sales load
designed to partially recover our expenses in
distributing and issuing contracts which are
terminated by surrender in their early years (the
sales
charge premium charge is also designed to
partially
reimburse us for these expenses). It is a
contingent
load because you pay it only if you surrender your
contract (or let it lapse) during the surrender
charge
period first 15 contract years. It is a deferred
load
because we do not deduct it from your premiums.

The amount of the load charge in a contract
year is
not necessarily related to our actual sales expenses
in
that year. We anticipate that the sales charge
premium charge and surrender charge will not
fully
cover our sales expenses. If sales expenses are not
covered by the sales premium charge and
surrender
charges, we will cover them with other funds. The
net cash surrender value, the amount we pay you if
you surrender your contract for cash, equals the
cash
surrender value minus any outstanding loan and loan
interest.

The surrender charge includes deferred sales
charges
and deferred issue charges. The deferred sales
charge
is the sum of two pieces:

1. 26% of any premium payment in the first 2
contract years up to one guideline annual
premium.
2. 5% of all other premium payments.
The sum of the above pieces is also limited by the
Guideline Annual Premium, times 5%, times the
lesser of 20 years or the expected future lifetime
at
issue as determined by the 1980 CSO Mortality
Table. Your contract information page specifies the
guideline annual premium. It varies for each
contract.

During the first 10 contract years, the maximum
deferred sales charge may be imposed. Beginning in
the 11th year the maximum deferred sales charge will
be multiplied by a percentage:

Contract Year Percentage Multiple
11 83.33%
12 66.67%
13 50.00%
14 33.33%
15 16.67%
16 and up 0.00%

You will not incur any Deferred Sales Charge,
regardless of the amount and timing of premiums, if
You keep this contract in force for fifteen years.
The following table shows the deferred issue charge
per $1,000 of the face amount. After the 15th
contract year, there is no deferred issue charge.

Table of Deferred Issue Charges
Per Thousand of Face Amount
Contract
Year Charge
1-10 $3.00
11 $2.50
12 $2.00
13 $1.50
14 $1.00
15 $0.50
16+ $0.00

If there has been a change in face amount during the
life of the contract, then the deferred issue charge
is applied against the highest face amount in force
during the life of the contract.

Accordingly, the maximum surrender charge is 26%
of premium paid, plus $3.00 per thousand of Face
Amount. However, as explained above, in most cases,
the surrender charge will be less than the maximum.
The first year surrender charge varies by the issue
age, sex and class of the insured at the time the
policy
is issued. The maximum charge for your policy per
$1,000 of face amount is the first year charge. The
first year charge, on a per $1,000 of face amount
basis, gradually decreases over the surrender charge
period (this period of time is the earlier of 15
policy
years or attained age 95) and is $0.00 after the
surrender charge period expires.

The following table provides some examples of the
first year surrender charge. The maximum first year
surrender charge for all issue ages, sexes, and
classes
is $52.50 per $1,000. The $52.50 per $1,000
surrender charge occurs for males issued at a smoker
class with issue ages at 58 or older. Your contract
will specify the actual surrender charge rate, per
$1,000 of face amount, for all durations in the
surrender charge period. The table below is only
provided to give you an idea of the level of first
year
surrender charges for a few sample issue ages, sexes
and classes.

Table of First Year Surrender Charges
Per $1,000 of Face Amount

Surrender Charge
Per $1,000 of
Issue Sex Class Face Amount
Age
15 Male Preferred Non-Smoker $14.00
15 Female Preferred Non-Smoker $13.00

35 Male Non-Smoker $19.00
35 Male Smoker $22.50

55 Female Non-Smoker $31.00
55 Female Smoker $36.00

65 Male Smoker $52.50
65 Female Smoker $50.00

If there has been a change in face amount during the
life of the contract, then the surrender charge is
applied against the highest face amount in force
during the time from the issue date until the time
of
surrender. Your contract will specify your actual
surrender charge rates per $1,000 of face
amount.

Charges In The Funds

In addition, each of these portfolios' total
operating
expenses includes fees for management and
shareholder services and other expenses (custodial,
legal, accounting, and other miscellaneous fees).
The
fees for the Fidelity Portfolios are based on the
Initial
Class. See the VIP, VIP II and VIP III
prospectuses
for additional information on how these charges are
determined and on the minimum and maximum
charges allowed. All expenses for the year
ending
December 31, 1998, are shown in the table below.
The American Century Variable Portfolios have
annual management fees that are based on the
monthly average of the net assets in each of the
portfolios. See the American Century Variable
Portfolios prospectus for details. The expenses
for
the year ending December 31, 1998, (except as
otherwise noted) are shown in the table below.

The MFS Portfolios have annual management fees
that are based on the monthly average of the net
assets in each of the portfolios. See the MFS
Portfolios prospectus for details. The expenses
for the
year ending December 31, 1998, are shown in the
table below.

The Lord Abbett Portfolio s has have an
annual
management fee s that is are based on
the monthly
average of the net assets in the portfolio. See the
Lord
Abbett Portfolio prospectus for details.
See the Portfolio Expense Section on page 8 for a
complete listing of the portfolio expenses during
1999.

The expenses for all of the portfolios for the year
ending December 31, 1998 (except as otherwise
noted), are shown in the table below.

Management Other Total
Portfolio Fee Expenses Expenses
VIP Money Market .20% .10% .30%
VIP High Income .58% .12% .70%
VIP Equity-Income(1).49% .09% .58%
VIP Growth(1) .59% .09% .68%
VIP Overseas(1) .74% .17% .91%
VIP II Asset Manager(1) .54% .10% .64%
VIP II Investment
Grade Bond .43% .14% .57%
VIP II Contrafund(1).59% .11% .70%
VIP II Asset
Manager: Growth(1).59% .14% .73%
VIP II Index 500(1).24% .11% .35%
VIP III Growth &
Income(1) .49% .12% .61%
VIP III Balanced(1).44% .15% .59%
VIP III Growth
Opportunities(1).59% .12% .71%
American Century VP
Capital Appreciation 1.00% .00% 1.00%
American Century VP
Value 1.00% .00% 1.00%
American Century VP
Balanced 1.00% .00% 1.00%
American Century VP
International 1.47% .00% 1.47%
American Century VP
Income & Growth.70% .00% .70
MFS VIT Emerging
Growth(3) .75% .10% .85%
MFS VIT Research(3).75% .11% .86%
MFS VIT Growth(3)
With Income .75% .13% .88%
MFS VIT New
Discovery(2) (3).90% .27% 1.17%
Lord Abbett VC
Growth and Income.50% .01% .51%
Lord Abbett VC Mid-
Cap Value(4) (5) .75% .35% 1.10%
Lord Abbett VC
International(4) (5) 1.00% .35% 1.35%

(1) The portfolio used a portion of its paid
brokerage commissions to reduce its expenses.
Certain portfolios used credits gained as a
result of uninvested cash balances to reduce
custodian and transfer agent expenses. Including
these reductions, total operating expenses would
have been as follows:
VIP Equity-Income 0.57%
VIP Growth 0.66%
VIP Overseas 0.89%
VIP II Asset Manager 0.63%
VIP II Index 500 0.28%
VIP II Contrafund 0.66%
VIP II Asset Manager: Growth 0.72%
VIP III Balanced 0.58%
VIP III Growth Opportunities 0.70%
VIP III Growth & Income 0.60%

(2) MFS has agreed to bear expenses for this
portfolio (subject to reimbursement by these
portfolios) such that the portfolio's other
expenses shall not exceed 0.25%. Without this
limitation, the other expenses and total expenses
would be:

Other Total
Expenses Expenses
MFS VIT New Discovery 4.32% 5.22%

(3) Each of the MFS Series has an expense offset
arrangement,
which reduces the series' custodian fee based upon
the amount of
cash maintained by the series with its custodian and
dividend
disbursing agent. Each series may enter into other
such
arrangements and directed brokerage arrangements,
which would
also have the effect of reducing the series'
expenses. The
expenses shown above do not take into account these
expense reductions, and are therefore higher than the actual
expenses of the series.

(4) Additional expense figures shown for these
portfolios are based
on estimated expenses for 1999 since the portfolios
were not in existence during 1998.

(5) 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 portfolios' Other Expenses (excluding management
fees) exceed or would otherwise exceed .35%.

ADDITIONAL INFORMATION ABOUT THE CONTRACTS

Your Right To Examine The Contract

If you cancel your contract, then we will return all
of the charges deducted from your paid premiums and
cash value, plus the cash value.

Insurance coverage ends when you send your request.

Your Contract Can Lapse

Your Variable Universal Life 3 4 insurance
coverage continues as long as the net cash surrender
value of your contract is enough to pay the monthly
deductions that are taken out of your cash value.
During the Minimum Premium Period, coverage
continues if your paid premiums exceed the schedule
of required minimum premiums. If neither of these
conditions is true at the beginning of any contract
month, we will send written notification to you and
any assignees on our records that a 61-day grace
period has begun. This will tell you the amount of
premium payment that is needed to satisfy the
minimum requirement for two months.

If we do not receive payment within 61 days, then
your contract will lapse without value. We will
withdraw any amount left in your cash value. We
will apply this amount to the deductions owed to us,
including any applicable surrender charge. We will
inform you and any assignee that your contract has
ended without value.

If the insured person dies during the grace period,
we will pay the insurance benefits to the beneficiary,
minus any loan, loan interest, and overdue
deductions.

You May Reinstate Your Contract

You may reinstate the contract within five years
after it lapses if you did not surrender the contract for
its net cash surrender value. To reinstate the
contract, you must:

complete an application for reinstatement,
provide satisfactory evidence that of
insurability
for the insured person who is to be
insured is still
insurable ,
pay enough premium to cover all overdue monthly
deductions, including the premium tax on those
deductions,
increase the cash value so that the cash value
minus any contract debt equals or exceeds the
surrender charges,
cover the next two months' deductions, and
pay or restore any contract debt.

The contract date of the reinstated contract will be
the beginning of the contract month that coincides with
or follows the date that we approve your
reinstatement application. Previous loans will not
be reinstated.

Contract Periods And Anniversaries

We measure contract years, contract months, and
contract anniversaries from the contract date shown
on your contract information page. Each contract
month begins on the same day in each calendar
month. The calendar days of 29, 30, and 31 are not
used. Our right to challenge a contract and the
suicide exclusion are measured from the contract
date. See "Limits On Our Right To Challenge The
Contract" on page 34.

Maturity Date

The maturity date is the first contract anniversary
after the insured person's 100th birthday. The
contract ends on that date if the insured person is
still alive and the maturity benefit is paid.

In order to extend the maturity date, all of the
following conditions must be satisfied:
(a) The policy can not be in the grace period;
(b) All of the cash value must be transferred to
either
the General Account or the Money Market
Investment Division;
(c) The death benefit option must be elected as
Option 1
(See the Extended Maturity Option section on page
15 for further details about this option).

If the maturity date is extended, the contract may
not qualify as life insurance and there may be tax
consequences. A tax advisor should be consulted
before you elect to extend the maturity date. In
order to continue the contract beyond the original
maturity date, we require that the death benefit
not exceed the cash value on the original maturity
date.

We Own The Assets Of Our Separate Account

We own the assets of our Separate Account and use
them to support your contract and other variable
life
contracts. We may permit charges owed to us to stay
in the Separate Account. Thus, we may also
participate proportionately in the Separate Account.
These accumulated amounts belong to us and we may
transfer them from the Separate Account to our
General Account. The assets in the Separate Account
generally are not chargeable with liabilities
arising
out of any other business we conduct. Under certain
unlikely circumstances, one investment division of
the Separate Account may be liable for claims
relating to the operations of another division.

Changing the Separate Account

We have the right to modify how we operate our
Separate Account. We have the right to:
add investment divisions to, or remove investment
divisions from, our Separate Account;
combine two or more divisions within our Separate
Account;
withdraw assets relating to Variable Universal
Life
3 4 from one investment division and put them
into
another;
eliminate the shares of a portfolio and substitute
shares of another portfolio of the Funds or another
open-end investment company. This may happen
if the shares of the portfolio are no longer
available for investment or, if in our judgment,
further investment in the portfolio is inappropriate
in view of the purposes of Separate Account A;
register or end the registration of our Separate
Account under the Investment Company Act of
1940;
operate our Separate Account under the direction
of a committee or discharge such a committee at
any time (the committee may be composed
entirely of interested parties of Midland);
disregard instructions from contract owners
regarding a change in the investment objectives of
the portfolio or the approval or disapproval of an
investment advisory contract. (We would do so
only if required by state insurance regulatory
authorities or otherwise pursuant to insurance law
or regulation); and
operate our Separate Account or one or more of
the investment divisions in any other form the law
allows, including a form that allows us to make
direct investments. In choosing these investments,
we will rely on our own or outside counsel for
advice. In addition, we may disapprove of any
change in investment advisors or in investment
policies unless a law or regulation provides
differently.

Limits On Our Right To Challenge The Contract
We can challenge the validity of your insurance
contract (based on material misstatements in the
application) if it appears that the insured person
is not
actually covered by the contract under our rules.
There are limits on how and when we can challenge
the contract:
We cannot challenge the contract after it has been
in effect, during the insured person's lifetime, for
two years from the date the contract was issued or
reinstated. (Some states may require us to measure
this in some other way.)
We cannot challenge any contract change that
requires evidence of insurability (such as an
increase in face amount) after the change has been
in effect for two years during the insured person's
lifetime.
We can challenge at any time (and require proof of
continuing disability) an additional benefit that
provides benefits to the insured person in the event
that the insured person becomes totally disabled.
If the insured person dies during the time that we
may
challenge the validity of the contract, then we may
delay payment until we decide whether to challenge
the contract.

If the insured person's age or sex is misstated on
any application, then the death benefit and any
additional benefits will be changed. They will be
those which would be purchased by the most recent
deduction for the cost of insurance and the cost
of any additional benefits at the insured person's
correct age and sex.
If the insured person commits suicide within two
years after the date on which the contract was
issued
or reinstated, then the death benefit will be
limited to
the total of all paid premiums minus the amount of
any outstanding contract loan and loan interest
minus
any partial withdrawals of net cash surrender value.
If the insured person commits suicide within two
years after the effective date of your requested
face
amount increase, then we will pay the face amount
which was in effect before the increase, plus the
monthly cost of insurance deductions for the
increase
(Some states require us to measure this time by some
other date).

Your Payment Options

You may choose for contract benefits and other
payments (such as the net cash surrender value or
death benefit) to be paid immediately in one lump
sum or in another form of payment. Payments under
these options are not affected by the investment
performance of any investment division. Instead,
interest accrues pursuant to the option chosen. If
you
do not arrange for a specific form of payment before
the insured person dies, then the beneficiary will
have
this choice. However, if you do make an
arrangement with us for how the money will be paid,
then the beneficiary cannot change your choice.
Payment options will also be subject to our rules at
the time of selection. Our consent is required when
an optional payment is selected and the payee is
either an assignee or not a natural person (i.e., a
corporation). Currently, these alternate payment
options are only available if the proceeds applied
are
more than $1,000 and periodic payments are at least
$20.

You have the following payment options:

1. Deposit Option: The money will stay on deposit
with us for a period that we agree upon. You will
receive interest on the money at a declared interest
rate.

2. Installment Options: There are two ways that
we pay installments:
a. Fixed Period: We will pay the amount applied
in equal installments plus applicable interest,
for a specified time, up to 30 years.
b. Fixed Amount: We will pay the sum in
installments in an amount that we agree upon.
We will continue to pay the installments until
we pay the original amount, together with any
interest you have earned.

3. Monthly Life Income Option: We will pay the
money as monthly income for life. You may
choose from 1 of 4 ways to receive the income.
We will guarantee payments for:
(1) at least 5 years (called "5 Years Certain");
(2) at least 10 years (called "10 Years
Certain");
(3) at least 20 years (called "20 Years
Certain"); or
(4) payment for life. With a life only payment
option, payments will only be made as
long as the payee is alive. Therefore, if
the payee dies after the first payment,
only one payment will be made.

4. Other: You may ask us to apply the money under
any option that we make available at the time the
benefit is paid.

We guarantee interest under the deposit and
installation options at 2.75% a year, but we may
allow a higher rate of interest.

The beneficiary, or any other person who is entitled
to receive payment, may name a successor to receive
any amount that we would otherwise pay to that
person's estate if that person died. The person who
is
entitled to receive payment may change the successor
at any time.

We must approve any arrangements that involve
more than one of the payment options, or a payee
who is a fiduciary or not a natural person. Also,
the
details of all arrangements will be subject to our
rules
at the time the arrangements take effect. These
include:

rules on the minimum amount we will pay under
an option,
minimum amounts for installment payments,
withdrawal or commutation rights (your rights to
receive payments over time, for which we may
offer you a lump sum payment),
the naming of people who are entitled to receive
payment and their successors, and
the ways of proving age and survival.

Your Beneficiary

You name your beneficiary in your contract
application. The beneficiary is entitled to the
insurance benefits of the contract. You may change
the beneficiary during the insured person's lifetime
by writing to our home executive office. If
no
beneficiary is living when the insured person dies,
then we will pay the death benefit, in equal
shares, to
the insured person's surviving children. If there
are
no surviving children, then we will pay the
death
benefit to the insured person's estate.

Assigning Your Contract

You may assign your rights in this contract. You
must send a copy of the assignment to our home
executive office. We are not responsible for the
validity of the assignment or for any payment we
make or any action we take before we receive notice
of the assignment. An absolute assignment is a
change of ownership. There may be tax
consequences.

When We Pay Proceeds From This Contract

We will generally pay any death benefits, net cash
surrender value, or loan proceeds within seven days
after receiving the required form(s) at our home
executive office. Death benefits are determined as
of
the date of the insured person's death and will not
be
affected by subsequent changes in the accumulation
unit values of the investment divisions. We pay
interest from the date of death to the date of
payment.
We may delay payment for one or more of the
following reasons:

(1) We contest the contract.
(2) We cannot determine the amount of the payment
because the New York Stock Exchange is closed,
the SEC has restricted trading in securities, or the
SEC has declared that an emergency exists.
(3) The SEC, by order, permits us to delay payment
to protect our contract owners.

We may also delay any payment until your premium
checks have cleared your bank. We may defer
payment of any loan amount, withdrawal, or
surrender from the General Account for up to six
months after we receive your request.

TAX EFFECTS

Contract Proceeds

Midland believes that a standard rate class contract
should meet the Section 7702 definition of a life
insurance contract (although there is some
uncertainty). For a contract issued on a
substandard
basis (i.e., a rate class involving higher than
standard
mortality risk), there may be more uncertainty
whether it meets the Section 7702 definition of a
life
insurance contract. It is not clear whether such a
contract would satisfy Section 7702, particularly if
the contract owner pays the full amount of premiums
permitted under the contract.

If a contract's face amount changes, then the
applicable premium limitation may also change.
During the first 15 contract years, there are
certain
events that may create taxable ordinary income for
you if at the time of the event there has been a
gain in
the contract. These events include:

A decrease in the face amount;
A partial withdrawal;
A change from death benefit option 2 to option 1;
or,
Any change that otherwise reduces benefits under
the contract and that results in a cash distribution
in order for the contract to continue to comply with
Section 7702 relating to premium and cash value
limitations.

Such income inclusion may result with respect to
cash distributions made in anticipation of
reductions
in benefits under the contract.

Code Section 7702A affects the taxation of
distributions (other than death benefits) from
certain
Variable Life insurance contracts as follows:

1. If premiums are paid more rapidly than the
rate
defined by a 7-Pay Test, then the contract will be
treated as a "Modified Endowment contract."
2. Any contract received in exchange for a
contract
classified as a Modified Endowment contract will
be treated as a Modified Endowment contract
regardless of whether the contract received in the
exchange meets the 7-Pay Test.
3. Loans (including unpaid loan interest),
surrenders
and withdrawals from a Modified Endowment
contract will be considered distributions.
4. Distributions (including loans) from a
Modified
Endowment contract will be taxed first as a
taxable distribution of gain from the contract (to
the extent that gain exists), and then as non-
taxable recovery of basis.
5. The Code imposes an extra "penalty" tax of 10%
on any distribution from a Modified Endowment
Contract includable in income, unless such
distributions are made (a) after you attain age 59
1/2, (b) on account of you becoming disabled, or
(c) as substantially equal annuity payments over
your life or life expectancy.

If a contract becomes a Modified Endowment
contract, distributions that occur during the
contract
year will be taxed as distributions from a Modified
Endowment contract. In addition, distributions from
a contract within two years before it becomes a
Modified Endowment contract will be taxed in this
manner. This means that a distribution from a
contract that is not a Modified Endowment contract
at
the time when the distribution is made could later
become taxable as a distribution from a Modified
Endowment contract.

Material changes include a requested increase in
death benefit or a change from option 1 to option 2.
Before making any contractual changes, a competent
tax advisor should be consulted.

Any life insurance contracts which are treated as
Modified Endowment contracts and are issued by
Midland or any of its affiliates:

with the same person designated as the owner;
on or after June 21, 1988; and
within any single calendar year

will be aggregated and treated as one contract for
purposes of determining any tax on distributions.
Even if a contract is not a Modified Endowment
contract, loans at very low or no net cost may be
treated as distributions for federal income tax
purposes.

For contracts not classified as Modified Endowment
contracts, distributions generally will be treated
first
as a return of your investment in the contract, and
then taxed as ordinary income to the extent that
they
exceed your investment in the contract (which
generally is the total premiums paid plus any
contract
debt).

The ownership rights under Variable Universal Life 3
are similar to, but different from those described
by
the IRS in rulings in which it was determined that
contract owners were not owners of Separate Account
assets. For example, the owner has additional
flexibility in allocating premium payments and
contract values. These differences could result in
an
owner being treated as the owner of a pro rata
portion
of the assets of Separate Account A. Midland does
not know what standards will be set forth in the
regulations or rulings which the Treasury Department
has stated it expects to issue. Midland therefore
reserves the right to modify the contract as
necessary
to attempt to prevent an owner from being considered
the owner of a pro rata share of the assets of
Separate
Account A or to otherwise qualify Variable Universal
Life 3 for favorable tax treatment.

Assuming a contract is a life insurance contract for
federal income tax purposes, the contract should
receive the same federal income tax treatment as
fixed benefit life insurance. As a result, the life
insurance proceeds payable under either benefit
option should be excludable from the gross income of
the beneficiary under Section 101 of the Code, and
you should not be deemed to be in constructive
receipt of the cash values under a contract until
actual distribution.

Surrenders, withdrawals, and contract changes may
have tax consequences. These include a change of
owners, an assignment of the contract, a change from
one death benefit option to another, and other
changes reducing future death benefits. Upon
complete surrender or when maturity benefits are
paid, if the amount received plus the contract debt
is
more than the total premiums paid that are not
treated
as previously withdrawn by you, then the excess
generally will be treated as ordinary income.

Federal, state and local estate, inheritance and
other
tax consequences of ownership or receipt of contract
proceeds depend on the circumstances of each
contract owner or beneficiary.

Interest on policy loans is generally not tax
deductible.

A contract may be used in various arrangements,
including:

nonqualified deferred compensation or salary
continuance plans,
split dollar insurance plans,
executive bonus plans, or
retiree medical benefit plans,
and others.

The tax consequences of such plans may vary
depending on the particular facts and circumstances
of each individual arrangement. Therefore, if you
are
contemplating the use of a contract in which the
value
depends in part on its tax consequences, then you
should be sure to consult a qualified tax advisor
regarding the tax attributes of the particular
arrangement.

Possible Charge for Midland's Taxes

At the present time, Midland makes no charge to the
Separate Account for any federal, state, or local
taxes
(other than premium taxes) that it incurs
which may
be attributable to such account or to the contracts.
Midland reserves the right to make a charge for any
such tax or other economic burden resulting from the
application of the tax laws.

If such a charge is made, it would be set aside as a
provision for taxes which we would keep in the
effected division rather than in our General
Account.

Other Tax Considerations

The foregoing discussion is general and is not
intended as tax advice. If you are concerned about
these tax implications, you should consult a
competent tax advisor. This discussion is based on
our understanding of the Internal Revenue Service's
current interpretation of the present federal income
tax laws. No representation is made as to the
likelihood of continuation of these current laws and
interpretations, and we do not make any guarantee as
to the tax status of the contract. It should be
further
understood that the foregoing discussion is not
complete and that special rules not described in
this
prospectus may be applicable in certain situations.
Moreover, no attempt has been made to consider any
applicable state or other tax laws.

PART 3: ADDITIONAL INFORMATION
MIDLAND NATIONAL LIFE INSURANCE
COMPANY

We are Midland National Life Insurance Company, a
stock life insurance company. Midland was
organized, in 1906, in South Dakota, as a mutual
life
insurance company at that time named "The Dakota
Mutual Life Insurance Company". We were
reincorporated as a stock life insurance company in
1909. Our name "Midland" was adopted in 1925. We
were redomisticated to Iowa in 1999. We are
licensed to do business in 49 states, the District
of
Columbia, and Puerto Rico. Our officers and
directors are listed beginning on page 36.
Midland is a subsidiary of Sammons Enterprises,
Inc., Dallas, Texas. Sammons has controlling or
substantial stock interests in a large number of
other
companies engaged in the areas of insurance,
corporate services, and industrial distribution.

YOUR VOTING RIGHTS AS AN OWNER

We invest the assets of our Separate Account
divisions in shares of the Funds' portfolios.
Midland
is the legal owner of the shares and has the right
to
vote on certain matters. Among other things, we may
vote:

to elect the Funds' Board of Directors,
to ratify the selection of independent auditors
for
the Funds, and
on any other matters described in the Funds'
current prospectuses or requiring a vote by
shareholders under the Investment Company Act
of 1940.

The Funds will determine how often shareholder
meetings are held. As we receive notice of these
meetings, we will ask for your voting instructions.
The Funds are not required to hold a meeting in any
given year.

If we do not receive instructions in time from all
contract owners, then we will vote those shares in
the
same proportion as we vote shares for which we have
received instructions in that portfolio. We will
also
vote any Fund shares that we alone are entitled to
vote in the same proportions that contract owners
vote. If the federal securities laws or regulations
or
interpretations of them change so that we are
permitted to vote shares of the Fund in our own
right
or to restrict contract owner voting, then we may do
so.

You may participate in voting only on matters
concerning the Fund portfolios in which your cash
value has been invested. We determine your voting
shares in each division by dividing the amount of
your cash value allocated to that division by the
net
asset value of one share of the corresponding Fund
portfolio. This is determined as of the record date
set
by the Funds' Board for the shareholders meeting.

We count fractional shares.

Other insurance companies own shares in the Funds
to support their Variable insurance products. We do
not foresee any disadvantage to this. Nevertheless,
the Funds' Board of Directors will monitor events to
identify conflicts that may arise and determine
appropriate action. If we disagree with any Fund
action, then we will see that appropriate action is
taken to protect our contract owners.

OUR REPORTS TO CONTRACT OWNERS

Shortly after the end of the third, sixth, ninth,
and
twelfth contract months, we will send you reports
that
show:
the current death benefit for your contract,
your cash value,
information about investment divisions,
the cash surrender value of your contract,
the amount of your outstanding contract loans,
the amount of any interest that you owe on the
loan, and
information about the current loan interest rate.

Our report also contains information that is
required
by the insurance supervisory official in the
jurisdiction in which this insurance contract is
delivered.

Notices will be sent to you for transfers of amounts
between investment divisions and certain other
contract transactions.

DIVIDENDS

We do not pay any dividends on the contract
described in this prospectus.

MIDLAND'S SALES AND OTHER
AGREEMENTS

The contract will be sold by individuals who, in
addition to being licensed as life insurance agents
for
Midland National Life, are registered
representatives
of Walnut Street Securities (WSS) or broker-dealers
who have entered into written sales agreements with
WSS. WSS, the principal underwriter of the
contracts, is registered with the SEC as a broker-
dealer under the Securities Exchange Act of 1934 and
is a member of the National Association of
Securities
Dealers, Inc. The address for Walnut Street
Securities is 670 Mason Ridge Center Drive, Suite
301, St. Louis, Missouri 63141.

REGULATION

We submit annual reports on our operations and
finances to insurance officials in all the
jurisdictions
where we sell contracts. The officials are
responsible
for reviewing our reports to be sure that we are
financially sound and are complying with the
applicable laws and regulations.

We are also subject to various federal securities
laws
and regulations.

YEAR 2000

The Year 2000 issue (Y2K) relates to the ability of
computer systems to properly recognize a four-digit
year code. Many computer systems only allowed for
a two-digit year code and thus years such as 1998
were simply recognized as 98. Using a two-digit year
code for the years 2000 and beyond could result in
errors and miscalculations.

Midland National Life relies extensively on computer
systems in its daily operations. Several years ago,
we
began implementing a Plan to modify all of our
computer systems to properly recognize the year
2000. Our Y2K Plan focused on assuring compliance
in the following areas: Information Technology
("IT") and non-information ("non-IT") hardware,
operating systems, software applications and custom
applications. We are in the process of the
remediation
and testing of other systems, including telephone,
heating and cooling, mechanical and other equipment
having embedded, date sensitive technology for Year
2000 compliance, In addition, we are reviewing the
Year 2000 compliance status of our mission critical
customers, vendors and service providers.

We have upgraded our mainframe computer
hardware, systems software and applications software
to address Y2K issues and we expect to complete
compliance testing by June 30, 1999. Most of our
systems run on the IBM mainframe computer
platform, where future dated systems testing has
been
performed through December 31, 2000. We are in the
process of updating and testing hardware and
software running on personal computer (PC)
platforms and expect to have any Y2K issues
resolved by June 30, 1999.

Y2K issues have been handled primarily by our
internal staff. We spent approximately $800,000 on
the Year 2000 project through the end of 1998 and
estimate additional expenditures of $250,000 for the
balance of the project. Due to our early start in
addressing Y2K issues, the number of other IT
projects delayed due to Y2K has been very limited.
We are currently in the process of developing a Y2K
Contingency Plan and will involve representatives
from our IT and non-IT business units in the
planning
process. The Y2K Contingency Plan may include
potential Y2K issues generated within our own
Company and potential Y2K issues generated by
third parties that have a mission critical business
relationship with us.

While we cannot guarantee that our computer
systems nor those of the parties with which we
conduct business will properly function once the
year
2000 is reached, Midland National Life is committed
to maintaining reliable computer systems which
properly recognize the year 2000.

DISCOUNT FOR MIDLAND EMPLOYEES OF
SAMMONS ENTERPRISES, INC.

Midland Employees may receive a discount of
up to
25% of first year premiums. Midland is a
subsidiary
of Sammons Enterprises, Inc., and additional
premium payments contributed solely by Midland
National Life will be paid into the employee's
policy
during the first year. Midland will pay off the
discount as the emplyee pays the qualifying
premium.
All other contract provisions will apply.

LEGAL MATTERS

FINANCIAL AND ACTUARIAL MATTERS

The financial statements of Midland National Life
Separate Account A and Midland National Life
Insurance Company, included in this prospectus and
the registration statement, have been audited by
PricewaterhouseCoopers LLP, independent auditors,
for the periods indicated in their report which
appears
in this prospectus and in the registration
statement.
The address for PricewaterhouseCoopers LLP is IBM
Park Building, Suite 1300, 650 Third Avenue South,
Minneapolis, Minnesota 55402-4333. The financial
statements have been included in reliance upon
reports given upon the authority of the firm as
experts
in accounting and auditing.

ADDITIONAL INFORMATION

We have filed a Registration Statement relating to
the
Separate Account and the Variable Life insurance
contract described in this prospectus with the
Securities and Exchange Commission. The
Registration Statement, which is required by the
Securities Act of 1933, includes additional
information that is not required in this prospectus
under the rules and regulations of the SEC. If you
would like the additional information, then you may
obtain it from the SEC's main office in Washington,
DC. You will have to pay a fee for the material.

Management of Midland
Here is a list of our directors and officers.
Directors
Name and
Business Address

Principal Occupation

Principal Occupation During Past Five Years
Michael M. Masterson
Midland National Life
One Midland Plaza
Sioux Falls, SD 57193-0001

Donald J. Iverson
Midland National Life
One Midland Plaza Sioux
Falls, SD 57193-0001
Robert W. Korba Sammons
Enterprises, Inc.
300 Crescent CT Dallas,
TX 75201
Senior Vice President

Senior Vice President and
Corporate Actuary

Board of Directors
Member, Vice President
Senior Vice President (January 1997 to present),
Midland National Life Insurance Company;
Shareholder (June 1996 to December 1997), Sorling
Law Firm; Senior Vice President, General Counsel &
Secretary (pior thereto), Franklin Life Insurance
Company
Senior Vice President and Corporate Actuary
(November 1999 to Present); Vice President - Chief
Actuary (prior thereto), ALLIED Life Insurance
Company.

Principal Occupation

Principal Occupation During Past Five Years
Jon P. Newsome Midland
National Life - Annuity
Division 7755 Office
Plaza Drive N. #105
West Des Moines, IA
50266

E John Fromelt
Midland National Life

Executive Vice President -
Annuity Division

Senior Vice President,
Chief Investment Officer
Executive Vice President - Annuity Division
(April
1999 To Present); Executive Vice President
(September
1996 to February 1999), Conseco Marketing, LLC;
Chairman & CEO (November 1995 to September
1996), American Life & Caualty Ins. Co.

Senior Vice President and
Chief Financial Officer
Senior Vice President and Chief Financial Officer
(January 2000 to Present), Vice President and Chief
Financial Officer (January 1998 to December 1999),
Second Vice President and Controller (1995 to 1998),
Midland National Life Insurance Company

Jack L. Briggs Midland
National Life
Vice President, Secretary,
and General Counsel
Vice President, Secretary and General Counsel (since
1978), Midland National Life Insurance Company

Gary W. Helder Midland
National Life

Vice President- Policy
Administration
Vice President-Policy Administration (since 1991),
Midland National Life Insurance Company
Robert W. Buchanan
Midland National Life

Timothy A. Reuer
Midland National Life
Vice President- Marketing
Services

Vice President Product
Development
Vice President-Marketing Services (March 1996 to
present), Second Vice President-Sales Development
(prior thereto), Midland National Life Insurance
Company

Thomas M. Meyer
Midland National Life

Vice President and Chief
Financial Officer

Vice President and Chief Financial Officer
(January
1998 to present), Second Vice President and
Controller
(1995 to 1998), Midland National Life Insurance
Company

Esfandyar Dinshaw
Midland National Life -
Annuity Division 7755
Office Plaza Drive N.
#105 West
Des Moines, IA 50266

Julia B. Roper
North American
Company for Life &
Health Insurance
222 South Riverside Plaza
Chicago, IL 60606-5929
Vice President - Annuity
Division

Vice President & Chief
Compliance Officer
Vice President - Annuity Division (April 1999 to
Present); Vice President - Actuarial (September 1996
to
April 1999), Conseco; Vice President - Actuarial
(January 1991 to August 1996), American Life &
Casualty Ins. Co.

Vice President & Chief Compliance Officer (August
1998 to present), Midland National Life Insurance
Company; Vice President & Chief Compliance Officer
(September 1997 to present), North American Company
for Life & Health Insurance; Assistant Vice
President
(prior thereto), CNA Insurance Companies

Joseph B. Moran
Parkway Mortgage
1700 Galloping Hill Road
Kenilworth, NJ 07033
Vice President - Parkway
Mortgage Division
Vice President - Parkway Mortgage Division
(January
1999 to present), Midland National Life Insurance
Company; President (prior thereto), Parkway
Mortgage,
Inc.

James T. Fehon
Parkway Mortgage
1700 Galloping Hill Road
Kenilworth, NJ 07033
Vice President - Parkway
Mortgage Division
Vice President - Parkway Mortgage Division
(January
1999 to present), Midland National Life Insurance
Company; Executive Vice President (prior thereto),
Parkway Mortgage, Inc.

Illustration

Following are a series of tables that illustrate how
the cash values, cash surrender values, and death
benefits
of a contract change with the investment performance
of the Funds. The tables show how the cash values,
cash surrender values, and death benefits of a
contract issued to an insured of a given age and given
premium would vary over time if the return on the
assets held in each Portfolio of the Funds were a
constant gross, after tax annual rate of 0%, 6%, or
12%. The tables on pages 31 47 through 33
49
illustrate a contract issued to a male, age 25
35 , under
a standard rate preferred non-smoker underwriting
risk classification. The tables on pages 34
through 36
illustrate a contract issued to a male, age 40,
under a
standard rate preferred non-smoker underwriting risk
classification. The cash values, cash surrender
values,
and death benefits would be different from those
shown if the returns averaged 0%, 6%, and 12% over
a period of years, but fluctuated above and below
those averages for individual contract years.
The amount of the cash value exceeds the cash
surrender value during the first fifteen contract
years surrender charge period due to the surrender
charge.
For contract years sixteen and after, the cash value
and cash surrender value are equal, since the
surrender charge has reduced to zero.

The second column shows the accumulation value of
the premiums paid at the stated interest rate. The
third
and sixth columns illustrate the cash values and the
fourth and seventh columns illustrate the cash
surrender values of the contract over the designated
period. The cash values shown in the third column
and the cash values shown in the fourth column
assume the monthly charge for cost of insurance is
based upon the current cost of insurance rates. The
cash values shown in the sixth column and the cash
surrender values shown in the seventh column
assume the monthly charge for cost of insurance is
based upon the cost of insurance rates that we
guarantee. The maximum cost of insurance rates
allowable under the contract are based on the
Commissioner's 1980 Standard Ordinary Mortality
Table. The fifth and eighth columns illustrate the
death benefit of a contract over the designated
period.
The illustrations of death benefits reflect the same
assumptions as the cash value and cash surrender
values. The death benefit values also vary between
tables, depending upon whether Option 1 or Option 2
death benefits are illustrated.

The contract values shown assume daily investment
advisory fees and operating expenses equivalent to
an
annual rate of .76% .79% of the aggregate
average
daily net assets of the Portfolios of the Funds (the
average rate of the Portfolios for the period ending
December 31, 1998 1999 ). The actual fees and
expenses associated with the contract may be more or
less than 76% .79% and will depend on how
allocations are made to each investment division.
(The MFS VIT New Discovery, The Lord Abbett VC
Mid-Cap Value, The Lord Abbett VC International
and the VIP II Index 500 portfolios contain an
expense reimbursement arrangement whereby the
portfolios expenses have a limit. Without this
arrangement, expenses would be higher and the
average of 0.79% would be higher. This would result
in lower values than what are shown in the
illustrations. Midland cannot predict whether such
arrangements will continue. See footnotes (2) and
(5)
on pages 7 and 8 for further information on the
limits
on other expenses). The contract values also
take
into account a daily charge to each division of
Separate Account A for assuming mortality and
expense risks and administrative charges which is
equivalent to a charge at an annual rate of .90%
(.50% .25% after year 10 on a current basis)
of the
average net assets of the divisions of Separate
Account A. (After reductions for the mortality
and
expense risk charge and average portfolio expenses,
the assumed gross investment rates of) After
deductions of these amounts, the illustrated gross
investment rates of 0%, 6%, and 12% correspond
to
approximate net annual rates of -1.66% -1.69%, -
4.34% 4.31%, and 10.30% 10.31%
respectively (-
1.26% -1.04%, 4.74% 4.96%, 10.74% 10.96%, after
year 10 on a current basis).

The approximate net annual rates do not include
premium charges, cost of insurance charges,
surrender charges, expense charges nor any charges
for additional benefits.

The tables illustrate the contract values that would
result based on hypothetical investment rates of
return if premiums are paid in full at the beginning
of each year and if no contract loans have been made.
The values would vary from those shown if the
assumed annual premium payments were paid in
installments during a year. The values would also
vary if the contract owner varied the amount or
frequency of premium payments. The tables also
assume that the contract owner has not requested an
increase or decrease in face amount, that no
withdrawals have been made and no withdrawal
charges imposed, that no contract loans have been
taken, and that no transfers have been made and no
transfer charges imposed.

MIDLAND NATIONAL LIFE INSURANCE COMPANY - VUL
4
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT

DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 40 35
ANNUAL RATE OF RETURN: 0%
$100,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $1500
ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS
<TABLE>
ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS

<S> <C> <C> <C> <C> <C> <C> <C>
PREMIUMS CASH CASH
END ACCUMULATED VALUE(2) CASH VALUE(2) CASH
OF AT 5% INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND VALUE BENEFIT FUND VALUE BENEFIT
1 1,575 1,178 0 100,000 1,131 0 100,000
2 3,229 2,338 438 100,000 2,234 334 100,000
3 4,965 3,468 1,568 100,000 3,308 1,408 100,000
4 6,788 4,569 2,764 100,000 4,355 2,550 100,000
5 8,703 5,642 3,932 100,000 5,374 3,664 100,000
6 10,713 6,687 5,072 100,000 6,357 4,742 100,000
7 12,824 7,705 6,232 100,000 7,314 5,841 100,000
8 15,040 8,697 7,367 100,000 8,236 6,906 100,000
9 17,367 9,674 8,486 100,000 9,123 7,935 100,000
10 19,810 10,626 9,581 100,000 9,976 8,931 100,000
11 22,376 11,620 10,717 100,000 10,797 9,894 100,000
12 25,069 12,596 11,836 100,000 11,585 10,825 100,000
13 27,898 13,553 12,983 100,000 12,332 11,762 100,000
14 30,868 14,483 14,103 100,000 13,049 12,669 100,000
15 33,986 15,385 15,195 100,000 13,725 13,535 100,000
16 37,261 16,357 16,357 100,000 14,353 14,353 100,000
17 40,699 17,303 17,303 100,000 14,933 14,933 100,000
18 44,309 18,222 18,222 100,000 15,467 15,467 100,000
19 48,099 19,126 19,126 100,000 15,934 15,934 100,000
20 52,079 20,005 20,005 100,000 16,348 16,348 100,000
21 56,258 20,868 20,868 100,000 16,688 16,688 100,000
22 60,646 21,699 21,699 100,000 16,957 16,957 100,000
23 65,253 22,497 22,497 100,000 17,155 17,155 100,000
24 70,091 23,245 23,245 100,000 17,263 17,263 100,000
25 75,170 23,943 23,943 100,000 17,282 17,282 100,000

30 104,641 26,737 26,737 100,000 15,538 15,538 100,000

35 142,254 28,284 28,284 100,000 8,966 8,966 100,000

40 190,260 27,960 27,960 100,000 0 0 100,000

</TABLE>

1. ASSUMES A $1500 PREMIUM IS PAID AT THE BEGINNING
OF EACH CONTRACT YEAR. VALUES
WOULD BE DIFFERENT IF PREMIUMS ARE PAID WITH A
DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

2. ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE BEEN MADE. ZERO VALUES
INDICATE LAPSE IN THE ABSENCE OF AN ADDITIONAL
PREMIUM PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES
OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUND SERIES. THE CONTRACT
FUND,
SURRENDER VALUE AND DEATH BENEFIT FOR A CONTRACT
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED OVER A PERIOD OF
YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE
AVERAGES FOR THE INDIVIDUAL CONTRACT YEARS. NO
REPRESENTATION CAN BE MADE BY MIDLAND, THE SEPARATE
ACCOUNT, OR THE FUND THAT THIS ASSUMED INVESTMENT
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

MIDLAND NATIONAL LIFE INSURANCE COMPANY - VUL
4
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT

DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 40 35
ANNUAL RATE OF RETURN: 6%
$100,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $1500
ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS

<TABLE>

<S> <C> <C> <C> <C> <C> <C> <C>
PREMIUMS CASH CASH
END ACCUMULATED VALUE(2) CASH VALUE(2) CASH
OF AT 5% INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND VALUE BENEFIT FUND VALUE BENEFIT
1 1,575 1,256 0 100,000 1,207 0 100,000
2 3,229 2,567 667 100,000 2,457 557 100,000
3 4,965 3,925 2,025 100,000 3,751 1,851 100,000
4 6,788 5,332 3,527 100,000 5,091 3,286 100,000
5 8,703 6,790 5,080 100,000 6,481 4,771 100,000
6 10,713 8,302 6,687 100,000 7,911 6,296 100,000
7 12,824 9,871 8,398 100,000 9,396 7,923 100,000
8 15,040 11,499 10,169 100,000 10,926 9,596 100,000
9 17,367 13,201 12,013 100,000 12,505 11,317 100,000
10 19,810 14,969 13,924 100,000 14,136 13,091 100,000
11 22,376 16,902 15,999 100,000 15,821 14,918 100,000
12 25,069 18,925 18,165 100,000 17,566 16,806 100,000
13 27,898 21,044 20,474 100,000 19,362 18,792 100,000
14 30,868 23,255 22,875 100,000 21,225 20,845 100,000
15 33,986 25,564 25,374 100,000 23,147 22,957 100,000
16 37,261 28,079 28,079 100,000 25,125 25,125 100,000
17 40,699 30,710 30,710 100,000 27,162 27,162 100,000
18 44,309 33,464 33,464 100,000 29,264 29,264 100,000
19 48,099 36,358 36,358 100,000 31,420 31,420 100,000
20 52,079 39,392 39,392 100,000 33,642 33,642 100,000
21 56,258 42,583 42,583 100,000 35,922 35,922 100,000
22 60,646 45,925 45,925 100,000 38,266 38,266 100,000
23 65,253 49,430 49,430 100,000 40,683 40,683 100,000
24 70,091 53,097 53,097 100,000 43,164 43,164 100,000
25 75,170 56,941 56,941 100,000 45,720 45,720 100,000

30 104,641 79,342 79,342 100,000 59,698 59,698 100,000

35 142,254 108,204 108,204 125,516 76,430 76,430 100,000

40 190,260 144,786 144,786 154,921 98,595 98,595 105,497

</TABLE>

1. ASSUMES A $1500 PREMIUM IS PAID AT THE BEGINNING
OF EACH CONTRACT YEAR. VALUES
WOULD BE DIFFERENT IF PREMIUMS ARE PAID WITH A
DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

2. ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE BEEN MADE. ZERO VALUES
INDICATE LAPSE IN THE ABSENCE OF AN ADDITIONAL
PREMIUM PAYMENT.

MIDLAND NATIONAL LIFE INSURANCE COMPANY - VUL
4
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT

DEATH BENEFIT OPTION 1 ASSUMED HYPOTHETICAL GROSS
MALE PREFERRED NON-SMOKER ISSUE AGE 40 35
ANNUAL RATE OF RETURN: 12%
$100,000 INITIAL SPECIFIED AMOUNT ASSUMED ANNUAL
PREMIUM(1): $1500
ASSUMING CURRENT COSTS ASSUMING GUARANTEED COSTS

<TABLE>

<S> <C> <C> <C> <C> <C> <C> <C>
PREMIUMS CASH CASH
END ACCUMULATED VALUE(2) CASH VALUE(2) CASH
OF AT 5% INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR PER YEAR FUND VALUE BENEFIT FUND VALUE BENEFIT
1 1,575 1,334 0 100,000 1,284 0 100,000
2 3,229 2,806 906 100,000 2,690 790 100,000
3 4,965 4,421 2,521 100,000 4,231 2,331 100,000
4 6,788 6,192 4,387 100,000 5,923 4,118 100,000
5 8,703 8,138 6,428 100,000 7,782 6,072 100,000
6 10,713 10,275 8,660 100,000 9,813 8,198 100,000
7 12,824 12,626 11,153 100,000 12,048 10,575 100,000
8 15,040 15,213 13,883 100,000 14,498 13,168 100,000
9 17,367 18,073 16,885 100,000 17,187 15,999 100,000
10 19,810 21,223 20,178 100,000 20,141 19,096 100,000
11 22,376 24,832 23,929 100,000 23,391 22,488 100,000
12 25,069 28,836 28,076 100,000 26,970 26,210 100,000
13 27,898 33,282 32,712 100,000 30,906 30,336 100,000
14 30,868 38,210 37,830 100,000 35,248 34,868 100,000
15 33,986 43,679 43,489 100,000 40,035 39,845 100,000
16 37,261 49,861 49,861 100,000 45,312 45,312 100,000
17 40,699 56,731 56,731 100,981 51,136 51,136 100,000
18 44,309 64,354 64,354 110,045 57,575 57,575 100,000
19 48,099 72,803 72,803 119,397 64,679 64,679 106,074
20 52,079 82,166 82,166 129,001 72,498 72,498 113,822
21 56,258 92,553 92,553 138,829 81,094 81,094 121,642
22 60,646 104,053 104,053 151,918 90,533 90,533 132,178
23 65,253 116,791 116,791 165,844 100,902 100,902 143,281
24 70,091 130,892 130,892 180,631 112,291 112,291 154,962
25 75,170 146,508 146,508 196,321 124,811 124,811 167,247

30 104,641 253,672 253,672 309,479 208,408 208,408 254,258

35 142,254 432,128 432,128 501,269 340,910 340,910 395,455

40 190,260 730,148 730,148 781,258 552,117 552,117 590,766

</TABLE>

3. ASSUMES A $1500 PREMIUM IS PAID AT THE BEGINNING
OF EACH CONTRACT YEAR. VALUES WOULD BE DIFFERENT IF
PREMIUMS ARE PAID WITH A DIFFERENT FREQUENCY OR IN
DIFFERENT AMOUNTS.

4. ASSUMES THAT NO CONTRACT LOANS OR WITHDRAWALS
HAVE BEEN MADE. ZERO VALUES INDICATE LAPSE IN THE
ABSENCE OF AN ADDITIONAL PREMIUM PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN
ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES
OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUND SERIES. THE CONTRACT
FUND, SURRENDER VALUE AND DEATH BENEFIT FOR A CONTRACT
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED OVER A PERIOD OF
YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE
AVERAGES FOR THE INDIVIDUAL CONTRACT YEARS. NO
REPRESENTATION CAN BE MADE BY MIDLAND, THE SEPARATE
ACCOUNT, OR THE FUND THAT THIS ASSUMED INVESTMENT
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

Definitions

Accumulation Unit means the units credited to each
investment division in the Separate Account.

Age means the age of the Insured Person on his/her
birthday which immediately precedes the Contract
Date.

Attained Age means the age of the Insured Person on
his/her birthday preceding a Contract Anniversary
date.

Beneficiary means the person or persons to whom the
contract's death benefit is paid when the Insured
Person dies.

Business Day means any day we are open and the New
York Stock Exchange is open for trading. The
holidays which we are closed but the New York Stock
Exchange is open are the day after Thanksgiving,
the day before Christmas Eve Day, and New Year's
Eve Day and December 26, 2000. These days along
with the days the New York Stock Exchange is not open
for trading will not be counted as Business Days.

Contract Fund means the total amount of monies in
our Separate Account A attributable to your in force
contract. It also includes monies in our General Account
for your contract.

Cash Surrender Value means the Contract Fund Cash
Value on the date of surrender, less any
surrender Charges, less any Policy Loans .

Cash Value is the value of your contract fund.
means the total amount of monies in our Separate
Account A attributable to your in force contact plus
any monies in our General Account for your Contact.

Contract Anniversary: The same month and day of the
Contract Date in each year following the Contract
Date.

Contract Date means the date from which Contract
Anniversaries and Contract Years are determined.

Contract Month means a month that starts on a
Monthly Anniversary and ends on the following
Monthly Anniversary.

Contract Year means a year that starts on the
Contract Date or on each anniversary thereafter.

Death Benefit means the amount payable under your
contract when the Insured Person dies.

Evidence of Insurability means evidence,
satisfactory to us, that the insured person is
insurable and meets our
underwriting standards.

Funds mean the investment companies, more commonly
called mutual funds, available for investment by
Separate Account A on the Contract Date or as
later changed by us.

Home Office Executive Office means where you
write to us to pay premiums or take other action,
such as transfers
between investment divisions, changes in Specified
Amount, or other such action regarding your
contract. The address is:
Midland National Life Insurance Company
One Midland Plaza
Sioux Falls, SD 57193

In Force means the Insured Person's life remains
insured under the terms of the contract.

Investment Division means a division of Separate
Account A which invests exclusively in the shares of
a specified Portfolio of the Fund.

Minimum Premium Period: For all contracts except
those issued in Massachusetts or Pennsylvania, this
is the period of time beginning on the Contract Date and
ending on the later of attained age 70 or five years
from the Contract Date. For contracts issued in Pennsylvania
where the issue age is 50 or younger, this period of
time is for 20 years from the Contract Date. For contracts
issued in Massachusetts, this period of time is for
5 years from the Contract Date.

Modified Endowment Contract is a contract where
premiums are paid more rapidly than the rate defined
by a 7-Pay Test.

Monthly Anniversary means the day of each month that
has the same numerical date as the Contract Date.

Net Cash Surrender Value means the Cash Surrender
Value less any outstanding contract loan.

Net Premium means the premium paid less any a
deduction for premium taxes, less any deduction
for the sales charge the premium load and less
any per premium expenses.

Record Date means the date the contract is recorded
on Our books as an In Force contract.

Separate Account means Our Separate Account A which
receives and invests your net premiums under the
contract.

Surrender Charges means a charge made only upon
surrender of the contract. It includes a charge for
sales related expenses and issue related expenses.

Performance

Total return quotations reflect changes in Funds'
share prices, the automatic reinvestment by the
Separate Account
of all distributions and the deduction of the
mortality and expense risk charge. The quotations
will not reflect
deductions from premiums (the sales charge, premium
tax charge, and any per premium expense charge), the
monthly deduction from the cash value (the expense
charge, the cost of insurance charge, and any
charges for additional benefits), the surrender
charge, or other transaction charges. Therefore,
these returns do not show how actual investment
performance will affect contract benefits.

Midland may advertise performance figures for the
investment divisions based on the performance of a
portfolio
before the Separate Account commenced operations.

Financial Statements

6 VARIABLE UNIVERSAL LIFE 3 4
VARIABLE UNIVERSAL LIFE 3 4 1

VUL400.txt

<PAGE>
Report of Independent Accountants