BANNER LIFE VARIABLE ACCOUNT
485B24F, 1997-05-01
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   PROSPECTUS:  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
  Issued by Banner Life Insurance Company (a Maryland Stock Company)
         1701 Research Boulevard  Rockville, Maryland  20850
  
  
  This Prospectus describes a Flexible Premium Variable Life
  Insurance Policy ("Policy") issued by Banner Life Insurance
  Company ("Banner Life").  The Policy provides lifetime insurance
  protection to age 95, and provides flexibility to vary the amount
  and frequency of premiums and to adjust the level of Death
  Benefit payable under the Policy.  A Policyowner also has the
  opportunity, beginning 30 days after the Issue Date, to allocate
  net premiums among several Sub-Accounts of the Banner Life
  Variable Account (the "Variable Account") and Banner Life's
  General Account.  Thus, the Policyowner can adjust premiums,
  Death Benefit, and the underlying investments to provide for
  changing insurance and financial planning needs under a single
  insurance policy.
  
  The Policy provides for a Death Benefit payable at the Insured's
  death and for a Cash Surrender Value that can be obtained by
  completely surrendering the Policy or by making partial
  surrenders.  The Policy also provides for loans using the Policy
  as the sole collateral.  (Surrenders and loans may have adverse
  tax consequences).  As long as the Policy remains in force, the
  Death Benefit will not be less than the current Specified Amount
  of the Policy.  The Policy will remain in force so long as the
  Cash Surrender Value is sufficient to pay certain monthly charges
  imposed in connection with the Policy (if the Guaranteed Death
  Benefit Rider is in effect with respect to the Policy, or during
  the first three policy years, the Policy will remain in force so
  long as the Policyowner has met the Guarantee Premium
  Requirement, even if the Cash Surrender Value is insufficient to
  pay monthly charges).
  
     
  The Account Value and the duration of the Policy will vary to
  reflect the investment performance of the Sub-Accounts of the
  Variable Account.  Depending on the Benefit option elected, the
  amount of the Death Benefit above the Specified Amount may also
  vary with that investment performance.  The Policyowner selects
  the Sub-Accounts that the net premiums are invested in and
  determines the allocation of the net premium among those
  Sub-Accounts and the General Account.  Each Sub-Account of the
  Variable Account will invest solely in a corresponding series of
  the Scudder Variable Life Investment Fund ("Fund"), a mutual fund
  that has seven investment portfolios of Class A shares that are
  available under the Policies:  a Money Market Portfolio, a Bond
  Portfolio, a Capital Growth Portfolio, a Balanced Portfolio, a
  Growth and Income Portfolio, an International Portfolio and a
  Global Discovery Portfolio ("Portfolios").  The accompanying
  prospectus for the Fund describes the investment objectives and
  policies and the risks of these Portfolios.  The Policyowner
  bears the entire investment risk under the Policy for all amounts
  allocated to the Variable Account; with respect to all such
  amounts, there is no guaranteed minimum Account Value, and in any
  event there is no guarantee that the Policy will remain in force
  regardless of the amount of premiums paid (unless the Guaranteed
  Death Benefit Rider is in effect or the Policy duration is three
  years or less and the Policyowner has met the Guarantee Premium
  Requirement).
      
  This Prospectus generally describes only the variable portion of
  the Policy.
  
  It may not be advantageous to purchase a Policy as a replacement
  for another type of life insurance or as a means to obtain
  additional insurance protection if the purchaser already owns a
  flexible premium variable life insurance policy.
  
  THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY A CURRENT
  PROSPECTUS FOR SCUDDER VARIABLE LIFE INVESTMENT FUND.  THESE
  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  PLEASE
  READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE
  REFERENCE.
     
            The Date of This Prospectus is May 1, 1997.
      
  
  <PAGE>
                          TABLE OF CONTENTS
  DEFINITIONS................................................   1
  
  SUMMARY....................................................   2
  
  BANNER LIFE INSURANCE COMPANY AND BANNER LIFE VARIABLE
  ACCOUNT....................................................   6
       Banner Life Insurance Company   ......................   6
       Banner Life Variable Account  ........................   7
       Scudder Variable Life Investment Fund.................   7
       Portfolios of the Fund................................   7
  
  POLICY RIGHTS AND BENEFITS.................................   9
       Account Value.....................................       9
       Surrenders...........................................   10
       Partial Surrenders.................................     10
       Policy Loans........................................... 11
       Transfers.............................................  12
       Death Benefit.......................................... 12
       Right to Examine Policy.............................    15
       Right to Exchange for Fixed Life Insurance............. 15
       Voting Rights.........................................  16
       Additional Benefits Provided by Rider.................  16
  
  PREMIUMS AND
  ALLOCATION.................................................   19
       Issuance of a Policy.................................... 19
       Premiums.............................................    19
       Allocation of Premiums.................................. 20
       Lapse, Grace Period, Guaranteed Death Benefit Rider
       and Reinstatement...................................     20
  
  CHARGES AND DEDUCTIONS....................................... 22
       Surrender Charges....................................    22
       Premium Expense Charge............................       23
       Monthly Deduction.....................................   23
       Variable Account Charges...........................      24
       Other Charges.....................................       25
  
  PAYMENT OPTIONS.............................................. 25
       Election of Payment Option...........................    25
       Available Options.....................................   25
       Payment of Proceeds................................      26
       Automatic Payment Option..............................   26
       Additional Options...................................    26
       Excess Interest......................................... 26
  
  GENERAL PROVISIONS........................................    27
       Postponement of Payments................................ 27
       The Contract..........................................   27
       Not Contestable After Two Years.....................     27
       Misstatement of Age and Sex.........................     28
       Effective Date of Coverage.............................. 28
  <PAGE>     
       Termination..........................................    28
       Annual Report.........................................   28
       Projection of Values...................................  28
       Suicide.............................................     28
       Ownership............................................    28
       Assignment of Policy..................................   29
       Beneficiary..........................................    29
       Change of Beneficiary .................................  29
       Death of Beneficiary...................................  29
  
  THE GENERAL ACCOUNT.....................................      29
       General Description ..................................   29
       General Account Value.................................   30
       Transfers............................................... 30
  
  DISTRIBUTION OF THE POLICIES.............................     31
  
  FEDERAL TAX MATTERS.......................................... 31
       Tax Status of the Policy..............................   31
       Tax Treatment of Policy Benefits........................ 32
       Taxation of Banner Life.............................     34
       Employment-Related Benefit Plans.......................  34
  
  ADDITIONAL INFORMATION....................................    35
       Safekeeping of the Account's Assets...................   35
       Addition, Deletion, or Substitution of Investments...    35
       State Regulation.......................................  35
       Senior Officers and Directors of Banner Life Insurance
       Company...............................................   36
       Legal Matters.......................................     37
       Legal Proceedings....................................    37
       Experts................................................. 37
  
  FINANCIAL STATEMENTS......................................    37
  
  APPENDIX A A-1
            Illustrations of Death Benefits and Values A-1
  
  APPENDIX B B-1
            Type A Option Example B-1
            Type B Option Example B-1
            Corridor Percentages B-2
  
  The Policy is not available in all States.
  
  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
  JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.  NO
  DEALER, SALESMAN, OR OTHER PERSONS IS AUTHORIZED TO GIVE ANY
  INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
  OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF
  GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT
  BE RELIED UPON.
  
  THE PRIMARY PURPOSE OF THIS POLICY IS TO PROVIDE INSURANCE
  PROTECTION.  NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY
  SIMILAR OR COMPARABLE TO AN INVESTMENT IN A MUTUAL FUND.
  <PAGE>
                             DEFINITIONS
  Account Value - The sum of the Variable Account Value and the
  General Account Value.
  
  Attained Age - The age of the Insured on his/her birthday prior
  to the last Policy Anniversary.
  
  Beneficiary - The person or persons to whom Banner Life pays the
  Death Benefit when the Insured dies.
  
  Cash Surrender Value - The Policy Proceeds if the Policy is
  surrendered in full prior to the Maturity Date.  It is the
  Account Value on the date of surrender less any Indebtedness and
  any applicable surrender charge.
  
  Death Benefit - The amount payable when the Insured dies.  This
  amount may or may not include the Account Value, as selected by
  the Policyowner.
     
  Fund - The Scudder Variable Life Investment Fund, a mutual fund
  of the series type which includes seven separate investment
  portfolios of Class A shares in which the Variable Account
  invests.
      
  General Account Value - The Policy's value in the General Account
  of Banner Life.
  
  Indebtedness - The sum of all unpaid Policy loans and accrued
  interest on loans.
  
  Insured - The person whose life is insured by the Policy.
  
  Issue Date - The date on which processing of an approved
  application is completed and a Policy is issued to the
  Policyowner.
  
  Maturity Date - The date on which the Policy's Cash Surrender
  Value becomes payable to the Policyowner, if living.  This date
  may be designated by the Policyowner.  If no designation is made,
  the Maturity Date will be the Policy Anniversary after the
  Insured's 95th birthday.  The Policy terminates on the Maturity
  Date.
  
  Monthly Guarantee Premium - A scheduled premium based on the
  Specified Amount of the Policy.  The Policyowner is not required
  to follow this schedule but following the schedule does ensure
  that the Policy will remain in force during the Guarantee Period.
  
  Monthly Anniversary - The same date in each succeeding month as
  the Policy Date except that whenever the Monthly Anniversary
  falls on a date other than a Valuation Day, the Monthly
  Anniversary will be deemed to be the next Valuation Day.  If any
  Monthly Anniversary is the 29th, 30th, or 31st day of a month
  that does not have that number of days, then the Monthly
  Anniversary will be the last day of that month.
  
  Planned Annual Premium - A schedule of premium payments designed
  solely as an aid to financial planning and to facilitate premium
  reminder notices.  There is no obligation to adhere to this
  schedule, and doing so does not assure that the Policy will not
  lapse.
  
  Policyowner - The person named as the owner in the application,
  unless he or she has assigned ownership to someone else.
  
  Policy Anniversary - The same day and month as the Policy Date
  each year that the Policy remains in force.
  
  Policy Date- The date the Policy becomes effective, and the date
  from which Monthly Anniversaries, Policy Months, Policy
  Anniversaries and Policy Years are determined.
  
  Policy Month - A month that begins on the same day of each month
  as the Policy Date.
     
  Portfolio - A separate investment division of the Scudder
  Variable Life Investment Fund.  The Scudder Variable Life
  Investment Fund has seven Portfolios of Class A shares available
  for investment by the Variable Account:  a Money Market
  Portfolio, a Bond Portfolio, a Capital Growth Portfolio, a
  Balanced Portfolio, a Growth
  <PAGE>
  and Income Portfolio, an International Portfolio, and a Global
  Discovery Portfolio.
  
  Policy Year - A year that starts on the Policy Date or on a
  Policy Anniversary.
  
  Proceeds - The amount payable under a Policy (a) upon the death
  of the Insured, (b) on the Maturity Date, or (c) upon the
  surrender of the Policy.
  
  Specified Amount - The minimum Death Benefit payable under the
  Policy so long as the Policy remains in force.
  
  Sub-Account- One of the subdivisions of the Variable Account.
  
  Valuation Day - Any day that Banner Life is open for business and
  the New York Stock Exchange is open for trading.
  
  Valuation Period - The period of time from the end of one
  Valuation Day to the end of the next Valuation Day.
  
  Variable Account Value - The sum of the Policy's value in each
  Sub-Account.
  
                               SUMMARY
  
  The following summary of Prospectus information should be read in
  conjunction with the detailed information appearing elsewhere in
  this Prospectus and is qualified in its entirety by that detailed
  information.  Any variations from information in this Prospectus,
  which may be required in certain states, are contained in
  supplements to this Prospectus or in the individual Policy
  delivered in a particular state, as appropriate.  Unless
  otherwise indicated the description of the Policy contained in
  this Prospectus assumes that the Policy is in force and there is
  no Indebtedness.
  
  The Policy
  
  The Flexible Premium Variable Life Insurance Policy described in
  this Prospectus is a life insurance contract that provides for
  life insurance coverage on the named Insured up to age 95, cash
  values, surrender rights, loan privileges, and other features
  associated with conventional life insurance.  The Policy is a
  "variable" policy because the cash value (called the "Account
  Value") will increase or decrease depending upon the investment
  experience of the Sub-Accounts of the Variable Account to which
  the Policyowner allocates the premium.  The Death Benefit may
  also vary with that investment experience (depending on the
  Benefit option selected by the Policyowner) but, so long as the
  Policy is in force, will always be at least equal to the
  Specified Amount of the Policy.  However, if and to the extent
  the Policyowner allocates premiums to Banner Life's General
  Account, then the Account Value is guaranteed.  (The Account
  Value and Death Benefits under a conventional, fixed-benefit life
  insurance policy are guaranteed and do not vary with investment
  experience.)  The minimum Specified Amount for which a Policy
  will be issued is $25,000.
  
  The Policy is a "flexible premium" policy because the Policyowner
  does not have to pay premiums according to a fixed schedule.  The
  Policyowner will establish a schedule of planned premiums, but
  the failure to pay the Planned Annual Premiums will not
  necessarily cause the Policy to lapse nor will paying the Planned
  Annual Premiums necessarily keep the Policy in force to the
  Maturity Date.  Additional premiums may be paid at the
  Policyowner's option at any time before the Maturity Date (within
  certain limits), and additional premiums may be required in order
  to keep the Policy in force.  However, the Policy will not lapse
  if the Guaranteed Death Benefit Rider is in effect and the
  Policyowner has met the Guarantee Premium Requirement.  In
  addition, the Policy will not lapse during the Guarantee Period
  of three years from the Policy
  <PAGE>
  Date if the guarantee premium requirement has been met.  
  (See Lapse, Grace Period, Guaranteed Death Benefit Rider and 
  Reinstatement.)  An unscheduled or additional premium payment may have 
  Federal income tax consequences.  (See Federal Tax Matters.)  
  Generally no Policy will be issued covering an Insured over age 80 at 
  the outset.
  
  Subject to the terms of any Beneficiary designation or
  assignment, during the Insured's lifetime the Policyowner may:
  
  (1)   assign or surrender the Policy;
  
  (2)  obtain a Policy loan;
  
  (3)   obtain a partial surrender;
  
  (4)  transfer Account Value among the Sub-Accounts and the
       General Account;
  
  (5)  make a change in the Policy with Banner Life's consent;
  
  (6)  transfer the ownership of the Policy; and
  
  (7)  exercise other rights and receive other benefits as defined
  in the Policy.
  
  The Variable Account
  
    
   
  The Policyowner determines the allocation of the premiums and
  Account Value among the Sub-Accounts of the Variable Account and
  the General Account.  (See Premiums and Allocation of Premiums.)
  The Variable Account currently has seven Sub-Accounts.  The
  Sub-Accounts invest solely in shares of a corresponding portfolio
  of the Scudder Variable Investment Fund (the "Fund"), which
  currently has the following seven separate investment portfolios
  of Class A shares: the Money Market Portfolio, the Bond
  Portfolio, the Capital Growth Portfolio, the Balanced Portfolio,
  the Growth and Income Portfolio, the International Portfolio and
  the Global Discovery Portfolio (collectively the "Portfolios").
  Each of the Portfolios has a different investment objective.
  (See Scudder Variable Life Investment Fund.)
      
  Transfers
  
  The Policyowner may transfer all or part of the Account Value
  among the Sub-Accounts or between one or more Sub-Accounts and
  the General Account.  Currently, there is no limit on the
  frequency of transfers from a Sub-Account (however, Banner Life
  reserves the right to impose such a limit in the future).  There
  currently is no charge for the first four transfers in a Policy
  Year.  There currently is a charge of $15 for the fifth and each
  subsequent transfer in each Policy Year (Banner Life reserves the
  right to impose a charge of up to $25 for all transfers).  The
  minimum amount that may be transferred is $500 or, if less, the
  entire value of the Sub-Account or General Account from which the
  transfer is being made (excluding amounts in the General Account
  securing Policy loans).  (See Transfers.)  Transfers from the
  General Account are limited in frequency, time, and amount, and
  are subject to postponement.  (See The General Account.)
  
  Death Benefit
  
  The Policy provides for the payment of a Death Benefit upon the
  death of the Insured.  The Policy contains two Benefit options,
  Type A Option and Type B Option.  Under Type A Option (the
  "variable" Death Benefit option), the Death Benefit will be at
  least the Specified Amount plus the Account Value on the date of
  the Insured's death.  Under Type B Option, the Death Benefit will
  be at least the Specified Amount.
  
  Under either Benefit option, so long as the Policy remains in
  force, the Death Benefit will not be less than the Specified
  Amount.  The Death Benefit may, however, exceed the Specified
  Amount.  The amount by which the Death Benefit exceeds the
  Specified Amount depends upon the Benefit option chosen and the
  Account Value of the Policy.  Under either option, the Death
  Benefit will be no less than the Account Value on the date of the
  Insured's death multiplied by the applicable corridor percentage.
  (See Death Benefit.)  The Death Benefit Proceeds will be reduced
  by any Indebtedness and any due and
  <PAGE>
  unpaid charges.  The Death Benefit may be paid in a lump sum or under
  a Payment Option. (See Payment Options.)
  
  At any time after the first Policy Year, the Policyowner may
  adjust the Death Benefit by increasing or decreasing the
  Specified Amount.  (Such an increase or decrease may have Federal
  income tax consequences.  See Federal Tax Matters.)  In addition,
  the Policyowner may change the Benefit option.  Changing the
  Specified Amount and Death Benefit option are both subject to
  certain restrictions.  (See Death Benefit - Change in Benefit
  Option; Death Benefit - Change in Specified Amount; or Death
  Benefit - Decrease in Specified Amount.)
  
  Account Value
  
  On the Issue Date the Account Value equals the amount of the
  first net premium less the monthly deduction for the month
  following the Policy Date.  Thereafter, the Account Value will
  increase or decrease from day to day depending on the investment
  experience of the selected Sub-Accounts.  There is no guaranteed
  minimum Account Value.  The Policyowner may surrender the Policy
  at any time for its Cash Surrender Value, which is equal to the
  Account Value reduced by any Indebtedness and any applicable
  surrender charge.  The Policyowner may also make a partial
  surrender and obtain a portion of the Account Value at any time.
  Surrenders may have adverse tax consequences.  (See Federal Tax
  Matters.)  Partial surrenders may be subject to a surrender
  charge and will reduce both the Account Value and Death Benefit.
  Therefore, partial surrenders that would reduce the Death Benefit
  below $25,000 are not permitted.
  
  The Account Value is equal to the sum of the Variable Account
  Value and the General Account Value.  The Account Value will
  reflect the premiums paid, the investment experience of the
  selected Sub-Accounts, any Policy loan activity, any partial
  surrenders, the charges imposed in connection with the Policy,
  and indirectly the expenses of the Fund.  (See Account Value.)
  Accordingly, although the Policy offers the possibility that the
  Account Value will increase, there is no assurance that it will
  increase and it may decrease.
  
  The Variable Account Value is equal to the sum of the values of
  each Sub-Account.  (See Account Value - Variable Account Value.)
  The minimum General Account Value is guaranteed by Banner Life.
  (See The General Account - General Account Value.)
  
  Charges and Deductions
  
  A surrender charge composed of a flat amount for underwriting
  administrative costs and a percentage of premiums paid in the
  first two Policy Years up to one guideline annual premium for
  sales expenses may be imposed in the event of a full surrender
  during the first ten Policy Years.  The flat amount is $200 and
  the percentage is 27.5% of premiums for the first five Policy
  Years, and these amounts will grade down to zero over the next
  five Policy Years.  (See Surrender Charges.)
  
  In any event, the surrender charge will not exceed $200 plus
  27.5% of one guideline annual premium.  For this purpose, the
  guideline annual premium will be deemed never to exceed $141 per
  $1,000 of Specified Amount.
  
  A partial surrender charge is imposed upon a partial surrender.
  The charge is the full surrender charge multiplied by the ratio
  of the partial surrender amount to the Cash Surrender Value, plus
  up to $25 for administrative costs.  (See Surrender Charges.)
  
  Additional surrender charges are imposed on surrendered amounts
  attributable to an increase in the Specified Amount.  The charge
  is composed of a flat amount for underwriting administrative
  costs and a percentage of premiums attributable to the increase
  paid in the two years following the increase up to the guideline
  annual premium attributable to the increase for sales expenses.
  The flat amount is $200 and the percentage is 27.5% for five
  years after the date of the increase, and these amounts will
  grade down to zero over the next five years.  (See Surrender
  Charges.)
  <PAGE>
  
  Banner Life imposes a 5% premium expense charge against each
  premium prior to its allocation to the selected Sub-Accounts
  and/or the General Account.  The premium expense charge consists
  of a 2.5% sales charge and a 2.5% charge for premium taxes.  (See
  Premium Expense Charge.)  The surrender charge, imposed on
  certain surrenders, also includes a sales charge (see above).
  
  A "monthly deduction" will be deducted from the Account Value on
  each Monthly Anniversary.  The monthly deduction consists of the
  cost of insurance charge, described below, an administrative
  expense charge (which is currently $5 per month, and is
  guaranteed not to exceed $7.50 per month) and the cost of any
  additional benefits provided by rider.  (See Monthly Deduction.)
  
  The monthly cost of insurance charge is based on the Policy's net
  amount at risk (which is equal to the difference between the
  Death Benefit divided by 1.0032737 and the Account Value on the
  monthly anniversary) and on the Attained Age, sex and risk class
  of the Insured.  Annual cost of insurance rates will be
  determined by Banner Life based upon its expectations as to
  future mortality experience.  The cost of insurance rates are
  guaranteed not to exceed the maximum cost of insurance rates
  specified in the Policy.  (See Monthly Deduction - Cost of
  Insurance.)
  
  A daily charge, currently at an effective annual rate of .75% of
  the average daily net assets of each Sub-Account (and guaranteed
  not to exceed .90%), will be deducted from the Sub-Accounts for
  Banner Life's assumption of certain mortality and expense risks
  incurred in connection with the Policy.  (See Variable Account
  Charges - Mortality and Expense Risk Charge.)
  
  The value of the net assets of the Sub-Accounts will also reflect
  the investment management fee and other expenses incurred by the
  Fund because the Variable Account purchases shares of the Fund.
  
  Banner Life may also impose a transfer charge of up to $25 on
  each transfer request.  Currently the first four transfer
  requests each Policy Year are free, and additional transfer
  requests cost $15 each.  (See Other Changes - Transfer Charge.)
  There is also a charge of $25 for each projection of values after
  the first projection in each Policy Year.  (See Other Charges.)
  
  Illustrations
  
  Sample projections of hypothetical Death Benefits, Cash Surrender
  Values, and Account Values are included in Appendix A to this
  Prospectus.  These projections of hypothetical values may be
  helpful in understanding the long-term effects of different
  levels of investment performance, the charges and deductions, and
  generally in comparing this Policy to other life insurance
  policies.  These projections also show the value of the planned
  premiums accumulated with interest, and show that if the Policy
  is surrendered in the early Policy Years, the Cash Surrender
  Value payable may be low compared to the premiums accumulated at
  interest.  This reflects the cost of insurance protection and
  other charges prior to surrender, and demonstrates that the
  Policy should not be purchased as a short-term investment.
  
  Tax Treatment
  
  Banner Life believes that a Policy issued on a standard premium
  class basis generally should meet the Section 7702 definition of
  a life insurance contract. With respect to a Policy issued on a
  substandard basis or a Policy issued with a Primary Insured Term
  Rider, there is insufficient guidance to determine if such a
  Policy would satisfy the Section 7702 definition of a life
  insurance contract, particularly if the Owner pays the full
  amount of premiums permitted under such a Policy.
  
  Assuming that a Policy qualifies as a life insurance contract for
  Federal income tax purposes, a Policyowner should not be deemed
  to be in constructive receipt of Policy Account Value under a
  Policy until there is a distribution from the Policy. Moreover,
  death benefits payable under a Policy should be completely
  excludable from the gross income of the Beneficiary. As a result,
  the 
  <PAGE>
  Beneficiary generally should not be taxed on these proceeds.
  (See "Tax Status of the Policy," page 31.)
  
  Under certain circumstances, a Policy may be treated as a
  "Modified Endowment Contract." If the Policy is a Modified
  Endowment Contract, then all pre-death distributions, including
  Policy loans, will be treated first as a distribution of taxable
  income and then as a return of basis or investment in the
  contract. In addition, prior to age 59.5 any such distributions
  generally will be subject to a 10% penalty tax. (For further
  discussion on the circumstances under which a Policy will be
  treated as a Modified Endowment Contract, see "Tax Treatment of
  Policy Benefits," page 32.)
  
  If the Policy is not a Modified Endowment Contract, distributions
  generally will be treated first as a return of basis or
  investment in the contract and then as disbursing taxable income.
  Moreover, loans will not be treated as distributions. Finally,
  neither distributions nor loans from a Policy that is not a
  Modified Endowment Contract are subject to the 10% penalty tax.
  (See "Distributions from Policies Not Classified as Modified
  Endowment Contracts," page 33.)
  
  Correspondence
  
  All correspondence regarding the Policy should be addressed or
  directed to the sales agent who sold the Policy or to Banner Life
  at the following address:
  
       Banner Life Insurance Company
       1701 Research Boulevard
       Rockville, Maryland  20850
       Phone: (800) 638-3350
  
  All inquiries should include the Policy number and the Insured's
  name and Owner's name, if different.
  
  This Prospectus describes only the variable or Variable Account
  aspects of the Policy, except where fixed or General Account
  aspects are specifically mentioned.  For a brief summary see The
  General Account.
  
    BANNER LIFE INSURANCE COMPANY AND BANNER LIFE SEPARATE ACCOUNT
  
  Banner Life Insurance Company
  
  Banner Life Insurance Company ("Banner Life") is a stock life
  insurance company that is a wholly owned subsidiary of Legal and
  General Life Insurance Company of America, Inc., which is a
  wholly owned subsidiary of Legal and General America, Inc., which
  in turn is wholly owned by Legal and General Netherlands -
  Holdings BV, which is a wholly-owned subsidiary of Legal &
  General International Limited, a United Kingdom based holding
  company.  The ultimate controlling entity is Legal and General
  Group Plc, a United Kingdom company.  Banner Life is principally
  engaged in offering universal life and term insurance and is
  licensed in the District of Columbia and all states except Maine
  and New York.
  
  Banner Life is the successor to Government Employees Life
  Insurance Company ("GELICO"), which was a subsidiary of GEICO
  Corporation.  GELICO was organized as a District of Columbia
  corporation on April 28, 1949.  GELICO changed its name to Banner
  Life Insurance Company, and became a wholly owned indirect
  subsidiary of Legal and General Group Plc on December 1, 1983.
  <PAGE>
  
  
  Banner Life Variable Account
     
  Banner Life Variable Account (the "Variable Account") is
  currently divided into seven Sub-Accounts.  Each Sub-Account
  invests exclusively in shares of a single portfolio of the Fund.
  Income and both realized and unrealized gains or losses from the
  assets of each Sub-Account are credited to or charged against
  that Sub-Account without regard to income, gains or losses from
  any other Sub-Account of the Variable Account or arising out of
  any other business Banner Life may conduct.
      
  Although the assets in the Variable Account are the property of
  Banner Life, the assets in the Variable Account attributable to
  the Policies are not chargeable with liabilities  arising out of
  any other business which Banner Life may conduct.  The Variable
  Account was established by Banner Life as a segregated asset
  account on September 3, 1987.  The Variable Account will receive
  and invest the premiums allocated to it under the Policies.
  
  The Variable Account has been registered as a unit investment
  trust under the Investment Company Act of 1940 and meets the
  definition of a separate account under the federal securities
  laws.  Registration with the Securities and Exchange Commission
  does not involve supervision of the management or investment
  practices or policies of the Variable Account or Banner Life by
  the Commission.
  
  Scudder Variable Life Investment Fund
     
  The Variable Account invests in shares of the Scudder Variable
  Life Investment Fund (the "Fund"), a mutual fund of the series
  type.  The Fund consists of the following portfolios of Class A
  shares: a Money Market Portfolio, a Bond Portfolio, a Capital
  Growth Portfolio, a Balanced Portfolio, a Growth and Income
  Portfolio, an International Portfolio and a Global Discovery
  Portfolio (collectively, the "Portfolios").  The assets of each
  Portfolio of the Fund are held separate from the assets of the
  other Portfolios.  Thus, each Portfolio operates as a separate
  investment portfolio, and the income or losses of one Portfolio
  have no effect on the investment performance of any other
  Portfolio.
      
  The investment objectives and policies of each Portfolio are
  summarized below.  There is no assurance that any of the
  Portfolios will achieve its stated objectives.  More detailed
  information, including a description of risks, is in the Fund's
  prospectus, which accompanies this Prospectus and which should be
  read carefully in conjunction with this Prospectus and kept for
  future reference.
  
  The Fund is designed to provide investment vehicles for variable
  annuity or variable life insurance contracts of various insurance
  companies.  For more information about the risks associated with
  the use of the same funding vehicle for both variable annuity and
  variable life insurance contracts of various insurance companies,
  see the Fund's prospectus.
  
  Portfolios of the Fund
     
  The following seven Portfolios of the Fund are available under
  the Policies:
  
  Money Market Portfolio (Class A Shares).  This Portfolio seeks to
  maintain stability of capital and, consistent therewith, to
  maintain liquidity of capital and to provide current income.  The
  Portfolio purchases money market securities such as U.S. Treasury
  obligations, commercial paper, and certificates of deposit and
  banker's acceptances of domestic and foreign banks, including
  foreign branches of domestic banks, and enters into repurchase
  agreements.  An investment in this  Portfolio is neither insured
  nor guaranteed by the U.S. government, and there is no assurance
  that the portfolio will be able to maintain a stable net asset
  value.
  
  Bond Portfolio (Class A shares).  This Portfolio pursues a policy
  of investing for a high level of income consistent with a high
  quality portfolio of securities.  Under normal circumstances, the
  Portfolio invests at least 65% of its assets in bonds, including
  U.S. Government, corporate, and other
  <PAGE>
  notes and bonds paying high current income.  The Portfolio may also
  invest in preferred stocks consistent with the Portfolio's objectives.
  
  Capital Growth Portfolio (Class A shares).  This Portfolio seeks
  long-term capital appreciation and, consistent therewith, current
  income through a broad and flexible investment program.  The
  Portfolio seeks to achieve these objectives by investing
  primarily in income producing, publicly-traded equity securities,
  such as common stocks and securities convertible into common
  stock, with an emphasis on securities of established companies.
  However, in order to reduce risk, as market or economic
  conditions may periodically warrant, the Portfolio may also
  invest up to 25% of its assets in short-term indebtedness.
  
  Balanced Portfolio (Class A shares).  The investment objective of
  this Portfolio is to realize a high level of long-term total rate
  of return consistent with prudent investment risk.  The assets of
  this  Portfolio will be invested in the following three market
  sectors:  (1) common stock, preferred stock, and other equity
  securities; (2) bonds and other debt securities with maturities
  generally exceeding one year; and (3) money market instruments
  and other debt securities with maturities generally not exceeding
  one year.
  
  Growth and Income Portfolio (Class A shares). This Portfolio
  seeks long-term growth of capital, current income and growth of
  income.   The Portfolio invests primarily in common stocks,
  preferred stocks, and securities convertible into common stocks
  of companies which offer the prospect for growth of earnings
  while paying current dividends.  The Portfolio allocates its
  investments among different industries and companies, and changes
  its portfolio securities for investment considerations and not
  for trading purposes.  The Portfolio attempts to achieve its
  investment objective by investing heavily in dividend-paying
  stocks, preferred stocks and securities convertible into common
  stocks.  The Portfolio may also invest in foreign securities and
  in repurchase agreements.
  
  International Portfolio (Class A shares).  This Portfolio seeks
  long-term growth of capital primarily through diversified
  holdings of marketable foreign equity investments.  The Portfolio
  invests in companies, wherever organized, which do business
  primarily outside the United States.  The Portfolio intends to
  diversify investments among several countries and not to
  concentrate investments in any particular industry.  The
  Portfolio primarily invests in equity securities, and it may also
  invest in fixed income securities of foreign governments and
  companies.
  
  Global Discovery Portfolio (Class A shares).  This Portfolio
  seeks above-average capital appreciation over the long term by
  investing primarily in the equity securities of small companies
  located thoughout the world.  The Portfolio is designed for
  investors looking for above-average appreciation potential (when
  compared with the overall domestic stock market as reflected by
  Standard & Poor's 500 Composite Price Index) and the benefits of
  investing globally, but who are willing to accept above-average
  stock market risk, the impact of currency fluctuation and little
  or no current income.   The Portfolio generally invests in small,
  rapidly growing companies that offer the potential for above-average
  returns relative to larger companies, yet are frequently
  overlooked and thus under-valued by the market.  The Portfolio
  has the flexibility to invest in any region of the world.  It can
  invest in companies based in emerging markets as well as firms
  operating in developed economies.
      
  Fund Management and Fees
  
  Scudder, Stevens & Clark, Inc. (the "Adviser"), provides
  management and investment advisory services to the Fund.  The
  Adviser provides investment research and portfolio management
  services to a number of mutual funds and other clients.  Each
  Portfolio pays the Adviser a fee for its investment advisory
  services at the following annual rates:
  <PAGE>
  
  
                           Percentage of the Portfolio's
  Portfolio                Average Daily Net Asset Value
     
  Money Market Portfolio*            .370%
  Bond Portfolio*                    .475%
  Capital Growth Portfolio*          .475%
  Balanced Portfolio*                .475%
  Growth and Income Portfolio*       .475%
  International Portfolio*           .875%
  Global Discovery Portfolio*        .975%
  
  * Class A shares
      
                      POLICY RIGHTS AND BENEFITS
  
  Account Value
  
  Each Policy has an Account Value.  The Account Value forms the
  basis for the Cash Surrender Value, which the Policyowner can
  obtain by completely or partially surrendering the Policy or by
  taking out a Policy loan although such transactions may be
  taxable.  (See Federal Tax Matters.)  The Account Value can also
  affect the amount of the Death Benefit above any minimum.
  
  The Account Value on the Issue Date will be equal to any net
  premiums received on or before the Issue Date less any monthly
  deductions due on or before the Issue Date.  (See Charges and
  Deductions.)
  
  On any subsequent Valuation Day the Account Value is equal to the
  Variable Account Value plus the General Account Value.  The
  following discussion relates only to the Variable Account.  The
  General Account is discussed elsewhere in this Prospectus.  (See
  The General Account.)
  
  Variable Account Value.  The Variable Account Value is equal to
  the sum of the values of each Sub-Account.  The value of each
  Sub-Account is calculated first on the Issue Date and thereafter
  on each Valuation Day.  The value held in any Sub-Account is
  equal to the number of Sub-Account units allocated to the Policy
  multiplied by that Sub-Account's unit value.
  
  For each Sub-Account, the unit value was initially set at $1.00.
  The unit value for each subsequent Valuation Period is the Net
  Investment Factor for that Valuation Period multiplied by the
  unit value for the immediately preceding Valuation Period.  Each
  Valuation Period has a single unit value which applies for each
  day in the period.
  
  The Net Investment Factor measures the investment performance of
  a Sub-Account during a Valuation Period.  Each Sub-Account has
  its own distinct Net Investment Factor.  The Net Investment
  Factor of a Sub-Account for a Valuation Period is equal to the
  result of dividing (1) minus (2) by (3) and then subtracting (4),
  where:
  
  (1)  is the value of the net assets of the shares of the Fund
       Portfolio held by the Sub-Account, determined at the end of
       the Valuation Period;
  
  (2)  is any amount charged against the Sub-Account for taxes
       which we may consider necessary or any amount set aside
       during the Valuation Period by Banner Life as a provision
       for taxes attributable to the operation or maintenance of
       the Sub-Account;
  
  (3)  is the value of the net assets of the shares of the Fund
       Portfolio held by the Sub-Account, determined at the end of
       the preceding Valuation Period; and
  
  <PAGE>
  (4)  is the charge imposed each day in the Valuation Period to
  compensate Banner Life for certain mortality and expense risks
  assumed, which will never be more than an annual rate of .90% of
  the net assets of the Sub-Account and is currently set at 0.75%.
  
  The Net Investment Factor may be greater or less than one;
  therefore, the valuation of a unit may increase or decrease.  It
  should be noted that changes in the Net Investment Factor may not
  be directly proportional to changes in the net asset value of
  underlying Fund shares because of Policy charges, any charge or
  credit for tax reserves, and the effect of the various purchase
  and sale transactions on any particular day.
  
  The number of Sub-Account units allocated to a Policy will
  increase when:
  
  (1)  net premiums are allocated to that Sub-Account; and
  
  (2)  transfers from other Sub-Accounts or the General Account are
       allocated to that Sub-Account.
  
  The number of Sub-Account units allocated to a Policy will
  decrease when:
  
  (1)  transfers to other Sub-Accounts or to the General Account
       are made from that Sub-Account;
  
  (2)  a portion of the monthly deduction is allocated to that
  Sub-Account;
  
  (3)  any loan or loan interest is transferred from that
  Sub-Account; and
  
  (4)  any partial surrender and its partial surrender charge is
  allocated to that Sub-Account.
  
  The number of Sub-Account units added or subtracted by each
  transaction is determined by dividing the dollar amount of the
  transaction by the unit value on the date of the transaction.
  
  Surrenders
  
  The Policyowner may surrender the Policy for its Cash Surrender
  Value at any time before the Maturity Date while the Insured is
  alive by sending a written request to Banner Life.  The surrender
  will be effective on the date the written request is received at
  Banner Life's Administrative Office or any subsequent date the
  Policyowner may specify.
  
  If a Policy is surrendered, Banner Life will pay the Cash
  Surrender Value, which is the Account Value less any Indebtedness
  and less the surrender charge, if any.  (See Surrender Charges.)
  The Proceeds may be received in a lump sum or under a Payment
  Option.  (See Payment Options.)  Coverage under the Policy will
  terminate as of the date the surrender is effective.  Surrenders
  may have Federal income tax consequences.  (See Federal Tax
  Matters.)
  
  Partial Surrenders
  
  A partial surrender may be made after the first Policy Year, and
  prior to the Maturity Date, by written request.  (Partial
  surrenders may also have Federal income tax consequences.  See
  Federal Tax Matters.)  The minimum amount which will be paid as a
  partial surrender is $500.  In addition, the Cash Surrender Value
  after a partial surrender must be at least $1,000.  Partial
  surrenders may be subject to a surrender charge and a transaction
  fee of up to $25, and may be taxable transactions.  (See
  Surrender Charges.)  Banner Life reserves the right to limit the
  number of partial surrenders in a Policy Year.
  
  When a partial surrender is made, the amount of the partial
  surrender (including any partial surrender charge) will be
  deducted from the Account Value, and if the Benefit Type B Option
  is in effect (See Death Benefit), the Specified Amount will be
  decreased by any amount necessary to ensure that the net amount
  at risk is not increased after the partial surrender.  The
  decrease will reduce first the Specified Amount provided under
  the original application and then increases in the Specified
  Amount in the order of those increases.  (Banner Life reserves
  the right to restrict partial surrenders that would decrease the
  Specified Amount in the first five Policy Years.)  Those partial
  surrenders may affect the way in which the cost of insurance is
  calculated.  (See 
  <PAGE>
  Monthly Deduction - Cost of Insurance; Death Benefit - Methods of 
  Affecting Insurance Protection.)  If the Benefit Type A Option is in
  effect, the Specified Amount will not change.
  
  A partial surrender cannot be made if it would result in
  reduction of the Specified Amount to less than the greater of (a)
  $25,000; or (b) under Type A Option Policies, the Account Value
  multiplied by the applicable corridor percentage, less the
  Account Value; or (c) under Type B Option Policies, the Account
  Value multiplied by the applicable corridor percentage.
  
  The Policyowner may specify how a partial surrender should be
  allocated among the General Account and the Sub-Accounts of the
  Variable Account, provided that the minimum amount remaining in
  the General Account or any Sub-Account is at least $100.  If the
  Policyowner does not so specify, the partial surrender will be
  allocated among the General Account and the Sub-Accounts in
  proportion to the values in each.
  
  Policy Loans
  
  While the Policy is in force the Policyowner may obtain all or
  part of the available loan value by written notice.  The Policy,
  assigned to Banner Life, is the only security needed.  Loan
  payments may be deferred (See General Provisions - Postponement
  of Payments), however, a Policy loan used to pay a premium on any
  Policy issued by Banner Life will not be postponed.  A loan taken
  from, or secured by, a Policy may have Federal income tax
  consequences.  (See Federal Tax Matters.)
  
  The loan value will be 90% of the Account Value of the Policy,
  minus the surrender charge, if any.  The available loan value
  will be the loan value less the sum of:
  
  (1)  any existing Policy loan;
  
  (2)  loan interest in advance to the next Policy Anniversary; and
  
  (3)  any due and unpaid monthly deductions.
  
  Interest on Policy loans will be payable in advance from the date
  of the loan to the next Policy Anniversary at the annual interest
  rate of 7.4% (which is equivalent to an annual rate of 8.0% if
  paid in arrears).  Interest is payable in advance at the
  beginning of each Policy Year (if a loan is repaid during the
  year, Banner Life will return any unearned interest to the
  Account Value).  If interest is not paid when due, it will be
  added to the loan and bear interest at the same rate.  This
  capitalization of interest may have Federal income tax
  consequences.  In addition, there are limits on the deductibility
  of interest on Policy loans for Federal income tax purposes.
  (See Federal Tax Matters.)
  
  When a Policy loan is made or if interest is not paid when due, a
  transfer sufficient to secure the loan will be made from the
  Variable Account to the General Account.  This amount will earn
  interest at an annual rate of at least 4%.  The Policyowner may
  allocate the transfer among the Sub-Accounts, providing that the
  amount remaining in any Sub-Account is at least $100.  If the
  Policyowner does not make such an allocation, Banner Life will
  allocate the transfer in proportion to the account value in each
  Sub-Account of the Variable Account.
  
  At all times when a Policy loan is outstanding, there must be
  sufficient value in the General Account to secure the
  Indebtedness.
  
  A Policy loan may be repaid in full or in part, in minimum
  amounts of $50 (or any remaining loan outstanding, if less), at
  any time while the Policy is in force.  Failure to pay back a
  loan will not terminate the Policy unless the Indebtedness equals
  or exceeds the Cash Surrender Value.  (See Lapse, Grace Period,
  Guaranteed Death Benefit Rider and Reinstatement - Lapse.)
  
  When a loan repayment is made, the Policyowner may request that
  value in the General Account, related to that repayment, be
  transferred to one or more Sub-Accounts of the Variable Account.
  Otherwise, such amount will remain in the General Account.
  
  <PAGE>
  
  A Policy loan will permanently affect the Account Value of a
  Policy, and may permanently affect the amount of the Death
  Benefit, even if the loan is repaid.  The effect could be
  favorable or unfavorable depending on whether the investment
  performance of the Sub-Accounts selected by the Policyowner is
  less than or greater than the interest rate credited to the value
  in the General Account securing the loan.  In comparison to a
  Policy under which no loan was made, Account Values will be lower
  if the General Account interest rate is less than the investment
  performance of the Sub-Accounts, and greater if the General
  Account interest rate is higher than the investment performance
  of the Sub-Accounts.  If  Policy loan interest is not paid but is
  taken out of the Account Value, this would also affect the
  Account Value and Death Benefit.
  
  Transfers
  
  The Policyowner may transfer all or part of the Account Value
  among the Sub-Accounts or between one or more Sub-Accounts and
  the General Account.
  
  Transfers may be made by a written request.  Currently, there is
  no limit on the frequency of transfers from a Sub-Account
  (however, Banner Life reserves the right to impose such a limit
  in the future).  Transfers from the General Account are limited
  in frequency, time, and amount, and are subject to postponement.
  (See The General Account.)
  
  The minimum amount that may be transferred from a Sub-Account of
  the Variable Account is $500 or, if less, the entire value of the
  Sub-Account from which the transfer is being made.  Transfers
  from a Sub-Account will generally occur at the end of the day on
  which the written request is received.  (See General Provisions -
  Postponement of Payments.)
  
  Currently, there is no charge for the first four transfer
  requests each Policy Year.  A $15 charge is currently imposed on
  the fifth and each subsequent transfer request.  Banner Life
  reserves the right to impose a charge of up to $25 on all
  transfer requests.  Transferring Account Value from two
  Sub-Accounts into another Sub-Account or the General Account
  counts as one transfer request.  Similarly, transferring Account
  Value from one Sub-Account into two Sub-Accounts counts as one
  transfer request.
  
  Death Benefit
  
  The Policy provides two Benefit options and the Policyowner
  selects one of the options in the application.  The Death Benefit
  under either option will never be less than the current Specified
  Amount of the Policy as long as the Policy remains in force.
  (See Lapse, Grace Period, Guaranteed Death Benefit Rider and
  Reinstatement.)  The minimum Specified Amount is $25,000.
  
  Type A Option.  Under Type A Option, the Death Benefit will be
  the greater of (i) the Specified Amount plus the Account Value on
  the date of death, or (ii) the Account Value on the date of death
  multiplied by the applicable corridor percentage.  The applicable
  corridor percentage is 250% for an Insured attained age 40 or
  below.  For Insureds with an Attained Age over 40, the percentage
  declines as shown in the Corridor Percentage Table in Appendix B.
  Accordingly, under Type A Option the Death Benefit will always
  vary as the Account Value varies.  Policyowners who prefer to
  have favorable investment performance and any additional premiums
  above the Guarantee Premiums reflected in increased Death
  Benefits should select Type A Option.  Examples illustrating the
  Type A Option are in Appendix B.
  
  Type B Option.  Under Type B Option, the Death Benefit will be
  the greater of (i) the Specified Amount, or (ii) the Account
  Value on the date of death multiplied by the applicable corridor
  percentage.  The applicable corridor percentage is the same as
  under Type A Option: 250% for an Insured attained age 40 or below
  and for Insureds with an Attained Age over 40, the percentage
  declines as shown in the Corridor Percentage Table in Appendix B.
  Accordingly, under Type B Option the Death Benefit will remain
  level unless the Account Value multiplied by the applicable
  corridor percentage exceeds 
  <PAGE>
  the Specified Amount, in which case the Death Benefit will vary as the
  Account Value varies. Policyowners who are satisfied with the amount
  of their insurance coverage under the Policy and who prefer to have
  favorable investment performance and any additional premiums above the
  Guarantee Premiums reflected in higher Account Value, rather than
  increased insurance coverage, generally should select Type B
  Option.  Examples illustrating the Type B Option are in Appendix
  B.
  
  Change in Benefit Option.  The Policyowner may change the Benefit
  option by sending a written request to Banner Life.  The
  effective date of change will be the Monthly Anniversary on or
  next following the date the request is received by Banner Life or
  the date the change is approved by Banner Life if evidence of
  insurability is requested.  A change in the Benefit Option may
  have Federal income tax consequences.  (See Federal Tax Matters.)
  
  If the Benefit option is changed from Type A Option to Type B
  Option, the Specified Amount after the change will equal the
  Specified Amount before the change plus the Account Value on the
  effective date of the change (i.e., the Specified Amount will be
  increased to equal the Death Benefit on the effective date of the
  change).
  
  If the Benefit option is changed from Type B Option to Type A
  Option, the Specified Amount after the change will equal the
  Specified Amount before the change less the Account Value on the
  effective date of the change (i.e., the Specified Amount will be
  decreased to equal the Death Benefit less the Account Value on
  the effective date of the change).  Banner Life will not allow
  such a change if it would result in a Specified Amount which is
  less than the minimum Specified Amount.  This change is subject
  to the premium limitation provision.  (See Premiums - Premium
  Limitation.)
  
  No increased sales charges will be imposed upon a change in
  Benefit option, nor will such a change in and of itself result in
  an immediate change in the Account Value.  Surrender charges are
  not affected by a change in Benefit option.  If, however, prior
  to or accompanying a change in the Benefit option there has been
  an increase in the Specified Amount, the cost of insurance charge
  may be different for the increased amount.  (See Monthly
  Deduction - Cost of Insurance.)
  
  Increase in Specified Amount.  The Policyowner may request an
  increase in the Specified Amount at any time after the first
  Policy Year by submitting a written application.  Banner Life
  will also require additional satisfactory evidence of
  insurability.  The increase may not be less than $10,000.  The
  effective date of the increase will be the Monthly Anniversary on
  or next following the date the increase is approved.  Although an
  increase need not necessarily be accompanied by an additional
  premium, on the effective date of the increase the Cash Surrender
  Value must be sufficient to cover the monthly deduction on the
  effective date of the increase to prevent the Policy from
  lapsing.  (See Monthly Deduction and Lapse, Grace Period,
  Guaranteed Death Benefit Rider and Reinstatement - Lapse.)
  Requesting an increase in the Specified Amount will result in
  certain additional or higher charges, including an increased
  surrender charge.  (See Charges and Deductions.)  An increase in
  the Specified Amount may have Federal income tax consequences.
  (See Federal Tax Matters.)
  
  The increase in surrender charges will be payable for ten years
  from the date of increase, and will be based on a flat amount
  plus a percentage of any increase in premiums paid during the two
  years following the increase in Specified Amount up to the
  guideline annual premium attributable to the increase.  (See
  Surrender Charges.)  Banner Life will provide the Policyowner
  with a revised table of full surrender charges for the Policy.
  
  The Policyowner may cancel any increase in Specified Amount, for
  a limited period following the increase, by giving written notice
  to Banner Life's Administrative Office or to the agent through
  whom the increase was arranged.  (See Right to Examine Policy.)
  
  Decrease in Specified Amount. The Policyowner may request a
  decrease in the 
  <PAGE>
  Specified Amount any time after the first Policy Year.  Any decrease
  in the Specified Amount will become effective on the Monthly 
  Anniversary on or following receipt of a written
  request by Banner Life.  Banner Life reserves the right to limit
  the amount of any decreases in the Specified Amount during the
  first five Policy Years and the Specified Amount may not be
  decreased below $25,000.  Under Type A Option the Specified
  Amount may not be decreased below the Account Value times the
  applicable corridor percentage, less the Account Value, and under
  Type B Option it may not be decreased below the Account Value
  times the applicable corridor percentage.  If, following the
  decrease in Specified Amount, the Policy would not comply with
  the premium limitation (See Premiums - Premium Limitation), the
  decrease may be limited or Account Value may be returned to the
  Policyowner (at the Policyowner's election), to the extent
  necessary to meet these requirements.  Any decrease in the
  Specified Amount will reduce insurance (and therefore the net
  amount at risk) in the following order:
  
  (a)  insurance provided by the most recent increase;
  
  (b)  insurance provided by the next most recent increases,
  successively; and
  
  (c)  insurance provided under the original application.
  
  Decreases in the Specified Amount will affect the cost of
  insurance charge.  (See Monthly Deduction - Cost of Insurance.)
  The surrender charge will not be affected by a decrease in the
  Specified Amount.  A decrease in the Specified Amount may have
  Federal income tax consequences.  (See Federal Tax Matters.)
  
  Methods of Affecting Insurance Protection.  The pure insurance
  protection provided by a Policy is the difference between the
  Death Benefit and the Account Value, and the Policyowner can
  change this in several ways as his/her insurance or other needs
  change.  These ways include increasing or decreasing the
  Specified Amount of insurance, changing the level of premiums,
  and, to a lesser extent, partially surrendering the Policy.
  Although the consequences of each of these methods will depend
  upon the individual circumstances, they may be summarized as
  follows:
  
  (a)  A decrease in the Specified Amount will, subject to the
       applicable corridor percentage limitations (See Death
       Benefit), decrease the pure insurance protection and the
       cost of insurance charges under the Policy without generally
       reducing the Account Value.
  
  (b)  An increase in the Specified Amount may increase the amount
       of pure insurance protection, depending on the amount of
       Account Value and the resultant applicable corridor
       percentage.  If the insurance protection is increased, the
       cost of insurance charge generally will increase as well.
  
  (c)  An increased level of premiums will increase the Account
       Value and reduce the pure insurance protection, until the
       applicable corridor percentage of Account Value exceeds
       either the Account Value plus the Specified Amount (if Type
       A Option is in effect) or the Specified Amount (if Type B
       Option is in effect).  Increased premiums should also
       increase the amount of funds available to keep the Policy in
       force.  An increased level of premiums may have Federal
       income tax consequences.  (See Federal Tax Matters.)
  
  (d)  A reduced level of premiums generally will increase the
       amount of pure insurance protection, depending on the
       applicable corridor percentage limitations.  It also will
       result in a reduced amount of Account Value and will
       increase the possibility that the Policy will lapse.
  
  (e)  A partial surrender will reduce the Death Benefit.  (See
       Partial Surrenders.)  However, it only affects the amount of
       pure insurance protection if the Death Benefit is based on
       the applicable corridor percentage of Account Value, because
       otherwise the decrease in the Death Benefit is offset by the
       amount of Account Value withdrawn.  The
  <PAGE>
       primary use of a partial surrender is to withdraw cash and reduce
       the Account Value.
  
  In comparison, an increase in the Death Benefit Proceeds payable
  due to the operation of the applicable corridor percentage occurs
  automatically and is intended to help assure that the Policy
  remains qualified as life insurance under federal tax law.  The
  calculation of the Death Benefit based upon the applicable
  corridor percentage occurs only when the Account Value of a
  Policy reaches a certain proportion of the Specified Amount
  (which may or may not occur).  Additional premiums, favorable
  investment performance and large initial premiums tend to
  increase the likelihood of the applicable corridor percentage
  becoming operational after the first few Policy Years.  Such
  increases will be temporary, however, if the investment
  performance becomes unfavorable and/or premiums are stopped or
  decreased.
  
  Payment of Death Benefit Proceeds.  Banner Life generally will
  pay the Death Benefit Proceeds within 7 days after receipt of due
  proof of the Insured's death.  (See General Provisions -
  Postponement of Payments.)  Banner Life will add interest to the
  Death Benefit from the date of death to the date of payment if
  required by applicable law.  The Death Benefit may be paid in a
  lump sum or under one of the Payment Options set forth in the
  Policy.  (See Payment Options - Payment of Proceeds.)
  
  Banner Life will accept as due proof of death of the Insured a
  completed Claimant's Certificate, which will be furnished by
  Banner Life, together with a certified copy of the Certificate of
  Death.  In some circumstances, Banner Life may require additional
  information to verify due proof of death even though a
  Certificate of Death is furnished.
  
  Right to Examine Policy
  
  The Policyowner may cancel the Policy within the later of 10 days
  from the date of receipt of the Policy, 10 days from the mailing
  or personal delivery to the Policyowner of the notice of the
  right of withdrawal, or 45 days from the date the Policyowner
  signs Part 1 of the application.  If the Policyowner cancels the
  Policy within this time period, Banner Life will refund any
  premium paid.
  
  To cancel the Policy, the Policyowner should return it to the
  agent through whom it was purchased or to Banner Life's
  Administrative Office or such other method as described in the
  contract.  A refund of premiums paid by check may be delayed
  until the check has cleared the Policyowner's bank.  (See General
  Provisions - Postponement of Payments.)
  
  Similarly, the Policyowner may cancel any increase in Specified
  Amount by giving written notice to Banner Life's Administrative
  Office or to the agent through whom the increase was arranged
  before the latest of:
  
  (1)  10 days from the date of receipt of the Policy amendment
  showing the increase;
  
  (2)  10 days from the mailing or personal delivery to the
  Policyowner of the notice of the right of withdrawal; or
  
  (3)  45 days from the date the Policyowner signs the application
  for the increase.
  
  Canceling an increase does not require Banner Life to return any
  premiums that may have been paid, although Banner Life reserves
  the right to return any premiums associated with or allocable to
  a canceled increase in Specified Amount.
  
  Right to Exchange for Fixed Life Insurance
  
  For two years after the Issue Date, the Policyowner may exchange
  the Policy for a flexible premium life insurance policy.  The
  Account Value of the new policy will not increase or decrease
  with the investment performance of the Variable Account.  To
  accomplish this, Banner Life will transfer, without charge, the
  entire Variable Account Value to the General Account.  (See The
  General Account.)  All future premiums will be allocated only to
  the General Account.  The issue age, premium class and net amount
  at risk will be the same as those of the Policy being exchanged.
  
  <PAGE>
  
  If the Policyowner increases the Specified Amount of the Policy
  (and such increase is not the result of a change in Benefit
  option), then during the two years following the increase the
  Policyowner may convert the Policy to a flexible premium life
  insurance policy issued by Banner Life subject to the same
  conditions and principles applicable to a conversion of a newly
  issued Policy.  Alternatively, the Policyowner can convert only
  the increased amount simply by a transfer to the General Account,
  and if this is done then there will be no transfer fee for the
  conversion.
  
  Voting Rights
  
  To the extent required by law, Banner Life will vote the Fund's
  shares held in the Variable Account at regular and special
  shareholder meetings of the Fund in accordance with instructions
  received from persons having voting interests in the
  corresponding Sub-Accounts of the Variable Account.  If, however,
  the 1940 Act or any regulation thereunder should be amended or if
  the present interpretation or general practice in respect thereof
  should change, and as a result Banner Life determines that it is
  allowed to vote the Fund's shares in its own right, Banner Life
  may elect to do so.
  
  The number of votes which a Policyowner has the right to instruct
  will be calculated separately for each Sub-Account.  The number
  of votes which each Policyowner has the right to instruct will be
  determined by applying the Policyowner's percentage interest in
  the Sub-Account (based on the Variable Account Value) to the
  total number of votes attributable to the Sub-Account.
  Fractional votes will be counted.  The number of votes of a
  Portfolio which the Policyowner has the right to instruct will be
  determined as of a date established by Banner Life, but not more
  than 90 days before the meeting of the Fund.  Voting instructions
  will be solicited by written communication prior to such meeting.
  Each person having a voting interest in a Sub-Account will
  receive proxy material, reports and other materials relating to
  the appropriate Portfolio.
  
  Banner Life will vote Fund shares attributable to the Policies as
  to which no timely instructions are received and any Fund shares
  held by Banner Life as to which Policyowners have no beneficial
  interest, in proportion to the voting instructions which are
  received with respect to all Policies participating in that
  Portfolio.  Voting instructions to abstain on any item to be
  voted upon will be applied on a pro rata basis to reduce the
  votes eligible to be cast.
  
  Disregard of Voting Instructions.  Banner Life may, when required
  by state insurance regulatory authorities, disregard voting
  instructions if the instructions require that the shares be voted
  so as to cause a change in the sub-classification or investment
  objective or policies of the Fund or one or more of its
  Portfolios or to approve or disapprove an investment advisory
  contract for a Portfolio.  In addition, Banner Life itself may
  disregard voting instructions in favor of changes initiated by a
  Policyowner(s) in the investment policy or the investment advisor
  of a Portfolio of the Fund if Banner Life reasonably disapproves
  of such changes.  A change would be disapproved only if the
  proposed change is contrary to state law or prohibited by state
  regulatory authorities or Banner Life determined that the change
  would have an adverse effect on its general account in that the
  proposed investment policy for a Portfolio may result in overly
  speculative or unsound investments.  In the event Banner Life
  does disregard voting instructions, a summary of that action and
  the reasons for such action will be included in the next annual
  report to Policyowners.
  
  Additional Benefits Provided by Rider
  
  In addition to the basic rights and benefits summarized above,
  the Policy may provide additional benefits if the Policyowner has
  elected to have one or more riders added to the Policy.  The
  riders currently available are briefly summarized below, but the
  following descriptions are qualified in their entirety by the
  actual riders, which should be consulted for a complete
  description of the benefits provided and the restrictions,
  exceptions, and limitations that may be applicable.  Of course,
  the benefits provided by rider do not apply unless the rider is
  in force at the applicable time.  All Riders may not be available
  in all states.
  <PAGE>
  
  There is a separate charge for each rider.  The charge will vary
  depending on factors such as age, sex, and risk classification.
  The charge is included in the monthly deduction.  (See Monthly
  Deduction.)
  
  Certain combinations of riders are not permitted.  Neither the
  Waiver of Monthly Deduction Benefit Rider nor the Mortgage
  Disability Income Rider can be combined with the Disability
  Benefit Rider.
  
  Waiver of Monthly Deduction Benefit Rider.  This rider provides
  that Banner Life will waive the monthly deduction if the insured
  becomes totally disabled (as defined in the rider) prior to age
  65 while the Policy and the rider are in force.  The waiver
  applies to the monthly cost of insurance charges for the Policy
  and the monthly administrative charge.  The waiver does not begin
  until the insured has been disabled for six months.  If the
  disability occurs before age 60, the waiver continues until
  maturity, surrender, or termination as long as the insured
  continues to be totally disabled.  If the disability occurs after
  age 60 and before age 65, the waiver continues until age 65 or
  during the first year of the disability, whichever is longer.
  (The rider terminates at age 65).
  
  It is important to note that this rider does not necessarily
  prevent the Policy from lapsing even if the monthly deduction is
  being waived, because nevertheless the Account Value can be
  reduced to zero due to negative investment performance.
  
  Accidental Death Benefit Rider.  This rider provides that Banner
  Life will pay the accidental death benefit amount, in addition to
  the death benefit provided under the basic coverage, if the
  insured dies from an "accidental death," as defined in the rider.
  Generally, an accidental death is one that occurs within 90 days
  of an accidental bodily injury or an accidental drowning and that
  results directly from that accidental occurrence.  The accidental
  death can result from a disease or infection, provided that such
  disease or infection results directly from an accidental bodily
  injury and begins within 30 days after the date of the injury.
  In addition, there are a number of specific exclusions listed in
  the rider.  This rider terminates no later than age 70.  The
  maximum amount available under this rider is the lower of (a) the
  sum of any Specified Amount plus the Primary Insured Term Rider
  (as described below) under the basic coverage or (b) $200,000.
  
  Primary Insured Term Rider. Term life insurance to age 95 is
  available through this rider on the life of the person insured
  under the basic coverage.  This provides an additional death
  benefit, but no additional Account Value.  The maximum amount
  available under the rider is five (5) times the Specified Amount
  under the basic coverage.  This rider terminates upon maturity,
  surrender, or termination of the basic coverage, or upon the
  Policyowner's request.
  
  Other Insured Term Rider.  This rider provides term life
  insurance to age 95 on a specified individual (the "other
  insured") other than the insured under the basic coverage (the
  "primary insured").  An insurable interest must exist between the
  "other insured" and the primary insured.  This rider does not
  provide any additional Account Value.  The maximum amount
  available is the initial Specified amount under the basic
  coverage plus the amount, if any, under a Primary Insured Term
  Rider.  This rider may be converted, without evidence of
  insurability, to a permanent plan if the exchange is made before
  the "other insured" attains age 70.  If the "other insured"
  survives the primary insured, he or she may convert this rider
  within sixty (60) days of the primary insured's death.
  
  Child Term Rider.  This rider provides term life insurance on
  children of the primary insured.  The minimum amount available is
  $5,000 (but the death benefit will be only $1,000 if the child's
  death occurs before 30 days of age), and the maximum amount
  available is $25,000.  Each insured child should be named
  separately in the Policy.  This rider terminates when the child
  reaches age 25.  At certain times, this rider can be converted to
  a permanent life plan covering the insured child without evidence
  of insurability, but the conversion must be made before the
  insured child reaches age 25.  If the primary insured dies while
  this rider is in force, the insurance on the child(ren) will
  continue to age 25 with no further premiums due.
  <PAGE>
  
  Spouse Term Rider.  Term insurance to age 75 for the insured's
  spouse is provided by this rider.  The maximum amount is the
  initial Specified Amount for the basic coverage plus the amount,
  if any,  under a Primary Insured Term Rider.  If the primary
  insured dies while the rider is in force, the insurance on the
  spouse will continue to age 75 with no further premiums due.
  This rider may be converted, without evidence of insurability, to
  a permanent plan of insurance if the conversion is made before
  the spouse attains age 70.
  
  Cost of Living Adjustment Rider.  The Specified Amount of the
  Policy would be periodically increased to reflect increases in
  the Consumer Price Index while this rider is in force.  The
  increases would take place every two years.  However, there would
  be no further increases after the insured attains age 56 (or the
  fifth policy year, if later).  Individual increases would never
  exceed $30,000 every two years (regardless of the actual change
  in the CPI) and the total of all increases in the Specified
  Amount as a result of the rider could never exceed $200,000.  The
  monthly cost of insurance charge would be increased to reflect
  the increased Specified Amount since that would cause an increase
  in the net amount at risk.  (See Monthly Deduction - Cost of
  Insurance.)  Policyowners will be notified before an increase is
  to take effect, and they can elect not to accept the increase.
  If they elect not to accept the increase, no further increases
  will be offered, and the rider will terminate.
  
  Disability Benefit Rider.  Upon continued total disability of the
  insured, this rider provides for monthly payments into the
  Account Value.  The rider will only be issued with respect to
  insureds age 15 to 55.  The benefit is only payable for total
  disabilities that (a) result from bodily injury or disease; (b)
  prevent the insured from working at an occupation for
  compensation or profit; (c) start while the rider is in force;
  (d) and continue for at least four months.  However, certain
  permanent and total losses (listed in the rider) need not prevent
  working at an occupation in order for the disability benefits to
  be payable.  Certain exclusions are listed in the rider (for
  example, disabilities resulting from self-inflicted injuries,
  from any act or incident of war whether declared or not, and from
  certain aircraft related activities are not covered).  The
  benefit amount will be established at issue in units of $10.00.
  The rider terminates when the insured reaches age 60 (unless the
  insured is already disabled upon reaching age 60, in which case
  the rider does not terminate until recovery) or when the basic
  coverage terminates, whichever is earlier.
  
  It is important to note that even if disability benefit payments
  are being made into the Account Value under this rider, the
  Policy could still lapse.  This might occur due to adverse
  investment experience or lack of sufficient benefit amounts to
  cover the monthly deduction, which would continue to be made.  If
  the Policy does lapse, the rider will terminate and benefit
  payments will cease.
  
  Mortgage Disability Income Rider.  This rider provides for
  monthly benefit payments to the insured upon his or her total
  disability.  This differs from the Disability Benefit Rider in
  that cash payments are to be made directly to the insured instead
  of into the Policy's Account Value.  The rider will only be
  issued with respect to insureds age 20 to 55 who have a mortgage.
  This rider pays benefits for the same total disabilities as the
  Disability Benefit Rider and is subject to the same limitations
  and exclusions.  Also like that rider, the benefit amount will be
  established at issue in units of $10.00 with a minimum benefit of
  $250.  The benefits under this rider do not increase the Account
  Value, and the Policy could lapse while this rider is in effect
  and benefit payments are being paid.  If the basic coverage
  lapses, the rider will terminate and benefit payments will cease.
  
  Guaranteed Death Benefit Rider.  See Lapse, Grace Period,
  Guaranteed Death Benefit Rider and Reinstatement - Guaranteed
  Death Benefit Rider.
  <PAGE>
  
  
  
                      PREMIUMS AND ALLOCATION
  
  Issuance of a Policy
  
  Individuals wishing to purchase a Policy must complete an
  application and send it to Banner Life's Administrative Office.
  Banner Life will review the application, and any medical
  information or other data which it requires, to determine if the
  individual is insurable under its underwriting rules.  No Policy
  will be issued covering Insureds over the age of 80.  Coverage
  will only become effective on the Policy Date after Banner Life
  approves the amount applied for, assuming that the premium has
  already been tendered.  Should an individual die before the
  Policy Date, Banner Life's sole liability will be to return the
  premium paid plus any interest earned on it.
  
  Premiums
  
  Premiums after the first must be paid to Banner Life at its
  Administrative Office.  The first premium is due on the Policy
  Date.  Additional premiums may be paid at any time while the
  Insured is alive prior to the Maturity Date.  Each premium will
  be subject to the premium expense charge.  A net premium is a
  premium less the premium expense charge.  (See Premium Expense
  Charge.)
  
  The Policy Schedule will indicate the amount of the Planned
  Annual Premium.  The Planned Annual Premium may be increased or
  decreased subject to the premium limitation and Banner Life's
  approval.  Paying the Planned Annual Premiums is not mandatory
  and does not mean the Policy will remain in force.  The Planned
  Annual Premium is designed solely as an aid to financial planning
  and to facilitate premium reminder notices.  An unplanned premium
  payment may have Federal income tax consequences.  (See Federal
  Tax Matters.)
  
  The Policy Schedule will also indicate the Monthly Guarantee
  Premium on the Policy Date.  The Monthly Guarantee Premium
  determines whether the Policy remains in effect during the
  Guarantee Period, even if the Cash Surrender Value is
  insufficient to pay the monthly deduction.  (See Lapse, Grace
  Period, Guaranteed Death Benefit Rider and Reinstatement.)  The
  Monthly Guarantee Premium will change if (1) the Specified Amount
  of the Policy is increased or decreased; (2) there is an increase
  in the amount of insurance of any riders or benefits attached to
  the Policy; (3) riders or benefits are added to or deleted from
  the Policy; or (4) the rating classification is changed.  Banner
  Life will notify the Policyowner of the new Monthly Guarantee
  Premium.  The new Monthly Guarantee Premium will be based on the
  Attained Age of the Insured at the date of the increase and the
  total amount of coverage provided by the Policy, including any
  riders and benefits attached to the Policy, following the change.
  (See Lapse, Grace Period, Guaranteed Death Benefit Rider and
  Reinstatement.)
  
  Neither the Planned Annual Premium nor the Monthly Guarantee
  Premium are mandatory.  If these premiums are not paid, insurance
  coverage under the Policy will nevertheless be continued until
  the Cash Surrender Value is insufficient to pay the monthly
  deduction.  (See Lapse, Grace Period, Guaranteed Death Benefit
  Rider and Reinstatement.)  Conversely, except during the
  Guarantee Period, paying the Planned Annual Premium or the
  Monthly Guarantee Premium does not assure that the Policy will
  remain in force.
  
  Premium Limitation.  The sum of the premiums paid under the
  Policy may not at any time exceed the premium limitation as of
  such time.  The premium limitation is the greater of the
  guideline single premium or the guideline level premium
  multiplied by the number of years the Policy has been in force.
  The guideline single premium and the guideline level premium are
  shown in the Policy and are defined generally in the Internal
  Revenue Code.  These guideline premiums will be adjusted if the
  Specified Amount is changed.  The premium limitation will not
  apply if a premium is required to prevent termination of the
  Policy.  (See Lapse, Grace Period, Guaranteed Death Benefit Rider
  and Reinstatement.)
  <PAGE>
  
  Allocation of Premiums
  
  The Policyowner determines in the application how the net
  premiums will be allocated among the Sub-Accounts of the Variable
  Account and the General Account.  The Policyowner may allocate
  any whole percentage of at least 10%, to any one or more
  Sub-Accounts or to the General Account.  The total allocation
  must equal 100%.  The Policyowner may change the net premium
  allocation instructions at any time by written notice to Banner
  Life's Administrative Office.  Premiums received after the Issue
  Date will be allocated at the end of the Valuation Period during
  which they are received.
  
  Prior to the Issue Date and for 30 days thereafter, all net
  premiums allocated to the Variable Account will be allocated to
  the Money Market Sub-Account.  At the end of that 30 day period
  the value in the Money Market Sub-Account will be transferred to
  the selected Sub-Accounts in accordance with the allocation
  percentages specified by the Policyowner in the application.
  This transfer will be made automatically without charge.  Net
  premiums received in respect of an increase in Specified Amount
  and allocated to the Variable Account will be held in the Money
  Market Sub-Account for 30 days after the date of increase.
  
  The Account Value will vary with the investment performance of
  the selected Sub-Accounts and the Policyowner bears the entire
  investment risk for the amounts allocated to the Variable
  Account.  This will affect not only the Account Value, but it may
  also affect the Death Benefit and whether the Policy may lapse.
  The Policyowner should periodically review the allocations of
  Account Value in light of all relevant factors, including market
  conditions and his/her overall financial planning requirements.
  
  Lapse, Grace Period, Guaranteed Death Benefit Rider and
  Reinstatement
  
  Lapse.  The failure to pay a Planned Annual Premium or a Monthly
  Guarantee Premium will not itself cause the Policy to lapse, nor
  will paying those premiums necessarily prevent lapse except
  during a Guarantee Period.  Lapse will only occur when the Cash
  Surrender Value is less than the monthly deduction and the grace
  period expires without a sufficient payment (unless a Guaranteed
  Death Benefit Rider is in effect - see discussion below).
  Insurance coverage will continue during the grace period but the
  Policy will be deemed to have no Account Value for purposes of
  Policy loans and surrenders.
  
  Grace Entry Except During A Guarantee Period.  The Policy will go
  into a grace period of 61 days if, on a Monthly Anniversary, the
  Cash Surrender Value is less than the monthly deduction.  Unless
  the Policy is within the Guarantee Period, the Policy will not
  lapse if a premium equal to at least three monthly deductions is
  received during the grace period; however, if the Policy is
  within the Guarantee Period (described below), the Policy will
  not lapse if a premium equal to at least three times the current
  Monthly Guarantee Premium is received during the grace period.
  The grace period of 61 days begins when Banner Life sends a
  notice that the grace period has begun.
  
  At the time of going into the grace period any values in the
  Sub-Accounts will be transferred to the General Account and will
  remain there until the required premium has been paid.
  
  Banner Life will send a notice of the premium due to the
  Policyowner's last known address and to any assignee of record at
  least 30 days prior to the date the Policy is to terminate.  If
  the premium due on such Monthly Anniversary is not paid within
  the grace period, all coverage under the Policy will terminate
  without value at the end of the grace period.  If a death claim
  occurs during the grace period, overdue monthly deductions will
  be deducted from the Proceeds.
  
  Guarantee Period.  The Guarantee Period is a period during which
  a special grace provision applies.  During the Guarantee Period,
  the Policy will remain in force if the sum of all premiums paid
  since the beginning of the Guarantee Period (minus any Policy
  loans and partial surrenders), is at least as great as the sum of
  all Monthly Guarantee Premiums for each of the Policy Months from
  the Policy Date to the end of the 
  <PAGE>
  current Policy Month.  If this requirement is not met, the Policy
  will enter a grace period if the Cash Surrender Value is less than
  the monthly deduction.  The Policy will lapse at the end of the grace
  period unless a premium equal to three times the current Monthly
  Guarantee Premium is paid during the grace period.  The grace period of
  61 days begins when Banner Life sends a notice that the grace period has
  begun.
  
  The Monthly Guarantee Premium is shown in the Policy Schedule,
  and described below.
  
  The Guarantee Period starts on the Policy Date and lasts for
  three years.
  
  If a Policy enters a grace period and the required premium is not
  paid before the grace period ends, the Policy will lapse.
  
  Guaranteed Death Benefit Rider.  A Guaranteed Death Benefit Rider
  is available under this Policy.  If a Policyowner purchases a
  Guaranteed Death Benefit Rider, and if the Guarantee Premium
  Requirement is met, the Policy will not enter a grace period (and
  thus will not lapse) even if the Cash Surrender Value is less
  than the monthly deduction on a Monthly Anniversary.
  
  The Guarantee Premium Requirement on each Monthly Anniversary is
  met if the sum of all premiums paid (less any partial surrenders
  and policy loans) is greater than the sum of all Monthly
  Guarantee Premiums to date (including the Guarantee Premium for
  the current Monthly Anniversary).  If on any Monthly Anniversary
  the Guarantee Premium Requirement is not met, Banner Life will
  send a notice of the premium required to the Policy Owner.  If
  the premium required is not received by Banner Life at its
  Administrative Office prior to the next Monthly Anniversary, the
  Guaranteed Death Benefit Rider will terminate.  Thereafter, the
  Policy will remain in force unless the Cash Surrender Value is
  less than the monthly deduction, and the grace period expires
  without a sufficient premium being paid, as described below.
  
  The Monthly Guarantee Premium is shown in the Policy Schedule and
  described below.
  
  The Guaranteed Death Benefit Rider will terminate:
  
  (1)  on any Monthly Anniversary following Banner Life's notice to
       the Policyowner that the Guarantee Premium Requirement was
       not met, if Banner Life has not received the premium
       required;
  
  (2)  on the Monthly Anniversary coinciding with or next following
       written request from the Policyowner for termination of the
       Guaranteed Death Benefit Rider;
  
  (3)  upon termination of the Policy; or
  
  (4)  on the Policy Anniversary following the Insured's seventieth
  birthday.
  
  There is a charge for the Guaranteed Death Benefit Rider.  (See
  Monthly Deduction - Rider Charge.)
  
  Monthly Guarantee Premium.  The Monthly Guarantee Premium is a
  feature of the Policy which is used for two purposes: (1) to
  measure the amount of premiums needed to be paid in order to
  ensure that the Policy does not terminate during the Guarantee
  Period; and (2) while a Guaranteed Death Benefit Rider is in
  effect, to measure the amount of premiums needed to be paid in
  order to ensure that the Policy does not terminate at any time
  prior to age 70.  The Monthly Guarantee Premium is the same for
  both of these purposes.
  
  The Monthly Guarantee Premium is specified in the Policy
  Schedule.  There will be a change in the Monthly Guarantee
  Premium if:
  
  (1)  the Specified Amount of the Policy is increased or
  decreased;
  
  (2)  the Insured's rating classification is changed;
  
  (3)  there is an increase or decrease in the amount of insurance
  of any riders or benefits attached to the Policy; or
  <PAGE>
  
  (4)  riders or benefits are added to, or deleted from, the
  Policy.
  
  Reinstatement.  A Policy which terminates in accordance with the
  grace period provision may be reinstated within five years after
  the expiration of the grace period if:
  
  (1)  the Policyowner submits a written application;
  
  (2)  evidence of the Insured's insurability is received and
  approved by Banner Life; and
  
  (3)  the required premium as described below is paid.
  
  Except as provided below, the required premium is the sum of (a)
  plus (b) where:
  
  (a)  is the greater of zero, and the result of (i) the surrender
       charge at the date of entering the grace period plus (ii)
       any Indebtedness at that date, minus (iii) the Account Value
       at that date, all divided by the result of 1.00 minus the
       premium expense charge; and
  
  (b)  is a premium sufficient, in Banner Life's view, to keep the
  Policy in force for three months.
  
  On the date of reinstatement the Account Value of the Policy will
  equal the surrender charge at that time together with the Account
  Value provided by the premium in (b) above.
  
  If the policy is reinstated within a Guarantee Period then, in
  lieu of the required premium above, a premium equal to (c) plus
  (d) may be paid where:
  
  (c)  is the Monthly Guarantee Premium times the number of months
       between the date of entering the grace period and the date
       of reinstatement; and
  
  (d)  is a premium sufficient, in Banner Life's view, to keep the
  Policy in force for three months.
  
  In this case, the Account Value of the Policy on the date of
  reinstatement will equal the Account Value at the date of
  entering the grace period together with the Account Value
  provided by the premium in (c) and (d) above.
  
  If the Policy is reinstated, then the surrender charges will be
  the same as if the Policy had been continuously in force from its
  original Policy Date.
  
  The effective date of reinstatement will be the Monthly
  Anniversary following the date the application for reinstatement
  is approved by Banner Life.
  
                        CHARGES AND DEDUCTIONS
  
  Surrender Charges
  
  If a Policy is surrendered during the first ten Policy Years,
  Banner Life will assess a full surrender charge.  The full
  surrender charge consists of a flat amount for initial
  administrative expenses and a percentage of premiums paid in the
  first two Policy Years (up to the guideline annual premium) for
  sales expenses.  During the first five Policy Years, the flat
  amount is $200 and the percentage is 27.5% of those premiums.
  The full surrender charge then grades down to zero over the next
  five Policy Years in regular monthly intervals.  The "guideline
  annual premium" for a particular Policy is specified in the
  Policy Schedule, which also contains a table of surrender charges
  based on the assumption that Planned Annual Premiums are paid for
  the first two Policy Years.  This serves to limit the sales load
  
  
  component of the surrender charge.  The flat amount for initial
  administrative expenses is not expected to exceed actual costs.
  
  In any event, the surrender charge will not exceed $200 plus
  27.5% of $141 per $1,000 of Specified Amount.
  
  On a partial surrender from the Policy, a partial surrender
  charge will be imposed and deducted from the amount of the
  partial surrender.  The
  <PAGE>
  partial surrender charge equals (a) the full surrender charge multiplied
  by the ratio of the partial surrender amount to the Cash Surrender Value
  of the Policy, plus (b) the lesser of 2% of the amount of the partial
  surrender or $25 for administrative costs (Banner Life does not expect
  any
  profit from this administrative charge).  Future surrender
  charges will be reduced by the same ratio used in (a).
  
  Additional surrender charges apply to surrenders after an
  increase in Specified Amount.  Banner Life will provide a new
  table of surrender charges when an increase occurs.  The increase
  in surrender charges will be imposed on any surrender within ten
  years from the date of increase, and will be based on a flat
  amount for underwriting administrative costs plus a percentage of
  any premium (up to one guideline annual premium) attributable to
  the increase in Specified Amount paid in the two years following
  the increase for sales expenses.  The flat amount is $200 and the
  percentage is 27.5% for the first five years from the date of
  increase.  The additional surrender charge then grades down to
  zero over the next five years.
  
  The amount of premiums attributable to an increase in Specified
  Amount will be based on a proportionate allocation of premiums
  between the Specified Amount before the increase and the amount
  of the increase in Specified Amount (on the basis of their
  relative guideline annual premiums).
  
  Banner Life does not anticipate that the revenues derived from
  the sales charges will be sufficient to cover all expected
  distribution expenses.  Accordingly, Banner Life will pay such
  expenses out of its general corporate funds, which include
  amounts derived from the mortality and expense risk charge as
  well as amounts derived from other types of insurance products,
  amounts derived from Banner Life's investments, and all other
  sources of funds available to Banner Life.
  
  Premium Expense Charge
  
  Prior to the allocation of net premiums to the Sub-Accounts of
  the Variable Account and to the General Account, Banner Life will
  deduct a 5.0% premium expense charge consisting of a 2.5% sales
  charge and a 2.5% charge for premium taxes.  The premium less the
  premium expense charge equals the net premium.
  
  Sales Charge.  A sales charge of 2.5% of each premium will be
  deducted to compensate Banner Life for certain sales and
  distribution expenses.  Sales and distribution expenses include
  agent sales commissions, the cost of printing prospectuses and
  sales literature, and any advertising costs.  Sales and
  distribution expenses may also be covered by the surrender
  charge, described above.
  
  Premium Taxes.  Various states and subdivisions impose a tax on
  premiums received by insurance companies.  Therefore, the premium
  expense charge currently includes a deduction of 2.5% of every
  premium for these taxes.  Premium taxes vary from state to state.
  The deduction represents an amount Banner Life considers
  necessary to pay all premium taxes imposed by states and any
  subdivisions thereof.  Banner Life reserves the right to change
  the amount of this premium tax charge.
  
  Monthly Deduction
  
  A monthly deduction is made from the Account Value of each Policy
  to compensate Banner Life for the cost of insurance coverage and
  any optional benefits added by rider, and for certain
  administrative costs.  The monthly deduction will be deducted on
  the Policy Date and on each Monthly Anniversary.  Because
  portions of the monthly deduction, such as the cost of insurance,
  can vary from month to month, the monthly deduction itself will
  vary in amount from month to month.
  
  The monthly deduction will be calculated on each Monthly
  Anniversary and will equal:
  
  (1)  the cost of insurance for the Policy; plus
  
  (2)  the cost of any riders; plus
  
  (3)  the monthly policy fee.
  
  The monthly deduction will be made from the Sub-Accounts and the
  General Account in proportion to the values held in those
  accounts.
  <PAGE>
  
  Cost of Insurance.  A mortality charge will be deducted on each
  Monthly Anniversary to compensate Banner Life for the cost of
  insurance for the succeeding Policy Month.  This charge is
  designed to compensate Banner Life for the anticipated cost of
  paying Death Benefits to the Beneficiaries of Insureds who die
  while the Policy is in force.  The cost of insurance is
  determined on a monthly basis, and is determined separately for
  the Specified Amount in the original application and for any
  subsequent increases.
  
  The mortality charge is based on the Policy's net amount at risk
  (which is the difference between the Death Benefit divided by
  1.0032737 and the Account Value as of the beginning of the Policy
  Month) and on the Attained Age, sex and rating classification of
  the Insured.  Monthly cost of insurance rates will be determined
  by Banner Life based upon its expectation as to future mortality
  experience.  Tobacco users can qualify for standard risk
  classification, while non-tobacco users can qualify for a
  preferred risk classification.  The rates are guaranteed not to
  exceed the maximum cost of insurance rates specified in the
  Policy, which are based on the 1980 Commissioners' Standard
  Ordinary Mortality Table, age last birthday, male or female, and
  the rating classification.  For standard and preferred risk
  classifications, the cost of insurance rates are guaranteed not
  to exceed 100% of the rates in that Table.  Banner Life may use
  lower monthly cost of insurance rates at its option and currently
  intends to charge between 75% and 100% of the rates specified in
  that table for standard risks.  The rates may be higher than 100%
  of the rates in the applicable Table for Insureds in special or
  sub-standard rating classifications.  Policyowners should not
  assume that the maximum rates will not be charged.
  
  The cost of insurance is (1) multiplied by the result of (2)
  minus (3) where:
  
  (1)  is the monthly cost of insurance rate;
  
  (2)  is the Death Benefit on the Monthly Anniversary divided by
  1.0032737; and
  
  (3)  is the Account Value on the Monthly Anniversary.
  
  If the Death Benefit is Type B Option and there has been an
  increase in the Specified Amount, then the Account Value will
  first be considered a part of the Specified Amount when the
  Policy was issued.  If the Account Value is greater than the
  Specified Amount, it will then be considered a part of each
  increase in  order, starting with the first increase.
  
  Rider Charge.  Banner Life deducts a monthly charge from the
  Account Value for additional coverage provided by riders to the
  Policy.
  
  Expense Charge.  Banner Life currently deducts a charge on each
  Monthly Anniversary to compensate it for expenses incurred in
  administering the Policy.  These expenses include costs of
  maintaining records, processing Death Benefit claims, surrenders,
  transfers, and Policy loans, providing reports to Policyowners,
  and appropriate overhead costs.  There is not necessarily a
  relationship between the amount of the charge imposed on a
  particular Policy and the amount of administrative expenses that
  may be attributable to that Policy.  This charge is "cost-based"
  and Banner Life does not expect a profit from this charge.  The
  monthly charge is currently $5.00, and Banner Life guarantees
  that this charge will never exceed $7.50 per month.
  
  Variable Account Charges
  
  Mortality and Expense Risk Charge.  Banner Life deducts a daily
  charge from the Sub-Accounts as compensation for assuming certain
  mortality and expense risks under the Policy.  Banner Life may
  realize a profit from this charge.  This charge is guaranteed not
  to exceed an effective annual rate of .90% of the average daily
  net assets of each Sub-Account, and the current rate is .75%.
  The mortality risk is the risk that the cost of insurance charges
  specified in the Policy will be insufficient to meet actual
  claims.  Banner Life also assumes the risk that other expense
  charges may be insufficient to cover the actual expenses incurred
  in connection with the Policy.
  
  Federal Taxes.  Currently no charge is made to the Variable
  Account for federal income taxes that may be attributable to the
  Variable Account.
  <PAGE>
  Banner Life may, however, make such a charge in the future.  Charges
  for other taxes, if any, attributable to the Variable Account may also
  be made.  (See Federal Tax Matters.)
  
  Fund Expenses.  The value of the assets of the Variable Account
  will reflect the investment management fee (See Scudder Variable
  Life Investment Fund - Fund Management and Fees) and other
  expenses incurred by the Fund.
  
  Other Charges
  
  Transfer Charge.  A transfer charge may be imposed for each
  transfer request.  The charge will be deducted from the amount
  transferred to compensate Banner Life for the costs in
  effectuating the transfer.  The transfer charge is guaranteed not
  to exceed $25.  Currently, there is no charge for the first four
  transfers in each Policy Year, and a $15 charge is imposed on
  each additional transfer request.
  
  Projection of Values Charge.  One projection of illustrative
  future Death Benefits and Account Values will be provided each
  Policy Year without a service fee.  Extra projections will be
  provided upon request and payment of a $25 service fee.
  
  PAYMENT OPTIONS
  
  Election of Payment Option
  
  During the Policyowner's lifetime, the Policyowner may elect any
  Payment Option and may change such election if he or she has
  reserved the right to do so.  Otherwise, any amount payable under
  the Policy will be paid in one lump sum.
  
  If the Policyowner elects a Payment Option for the Beneficiary,
  the Beneficiary may not:
  
  (1)  change or cancel the election;
  
  (2)  assign or transfer the amount held by Banner Life; or
  
  (3)  withdraw any future installments or unpaid interest
       installments unless these rights are granted in the
       election.
  
  If the Policyowner does not elect a Payment Option, the
  Beneficiary may do so after the Policyowner's death.
  
  Any election or change must be made by written notice to Banner
  Life.  No election or change will be effective until Banner Life
  records it.
  
  Available Options
  
  The Payment Options are all fixed options, so the amount of the
  payments will be fixed and guaranteed at the time the payments
  begin.
  
  Option A - Income for a Specified Period.  Based on each $1,000
  of Proceeds, payments will be made in equal annual or monthly
  installments for a specified period.  Payments will be made in
  accordance with the Option A table in the Policy.  The first
  installment will be paid on the date Proceeds are settled under
  this option.  The Option A table is based on a guaranteed
  interest rate of 3% a year, compounded yearly.
  
  Option B - Life Income.  Based on each $1,000 of Proceeds,
  payments will be made in equal monthly installments during the
  payee's lifetime.  Payments will be made in accordance with the
  Option B table in the Policy:
  
  (1)  with 240 installments guaranteed (20 year period certain);
  or
  
  (2)  with 120 installments guaranteed (10 year period certain);
  or
  <PAGE>
  
  
  (3)  with refund (specified installments will be paid until the
  proceeds are exhausted); or
  
  (4)  without refund (payments will be made only during the
  payee's lifetime).
  
  Under the Life Income without refund option, only one payment
  would be made if the payee died before the second payment was
  due, only two payments would be made if the payee died before the
  third payment was due, and so on.
  
  The first installment will be paid on the date Proceeds are
  settled under this option.  The Option B table is based on a
  guaranteed interest rate of 2-1/2% a year, compounded yearly.
  Banner Life has the right to require satisfactory proof of any
  payee's age.  The right to change options is not available after
  
  payments commence under this option.
  
  Under this option, the payee may choose an alternate monthly life
  income.  Proceeds may be used to buy a monthly life income at
  rates then in use for single premium immediate annuities.
  
  Banner Life shall deem that an election made under this Option B
  will have been made for the longest period certain which could
  have been elected by the payee for the payee's age and amount
  available, unless otherwise specified.
  
  Option C - Income of a Specified Amount.  The proceeds will be
  paid in equal annual or monthly installments of a specified
  amount until the Proceeds, with interest, are exhausted.  The
  first installment will be paid on the date the Proceeds are
  settled under this option.  The guaranteed interest rate is 3% a
  year, compounded yearly.
  
  Option D - At Interest.  The proceeds may be left with Banner
  Life to draw interest.  Interest may be paid annually,
  semiannually, quarterly, or monthly.  The first payment will be
  made at the end of the interest frequency period chosen.  The
  guaranteed interest rate is 3% a year, compounded yearly.
  
  Payment of Proceeds
  
  Any amount payable under the Policy will be paid in one sum
  unless otherwise provided.  All or part of this sum may be
  applied to any Payment Option.  However, Payment Options will not
  be available if:
  
  (1)  the Proceeds are less than $2,500;
  
  (2)  the amount of each payment is less than $50; or
  
  (3)  in the case of Payment Option B, the payee is not a natural
       person receiving payment in his/her own right.
  
  Proceeds left with Banner Life may be withdrawn by written notice
  where such right is given.
  
  Automatic Payment Option
  
  If settlement of the Proceeds of the Policy is delayed over 30
  days, Option D will be applied automatically.  Interest will be
  paid yearly and the person(s) entitled to the Proceeds has the
  right to withdraw the Proceeds or elect any Payment Option
  permitted by the Policy.
  
  
  Additional Options
  
  Any Proceeds payable under the Policy may be paid under any other
  method of payment agreed to by Banner Life at the time of
  settlement.
  
  Excess Interest
  
  Interest credits during any guaranteed period will be increased
  by any additional interest Banner Life may authorize in its sole
  discretion.  Banner Life is not required to authorize any
  additional interest, and it may choose not to do so.
  <PAGE>
  
                         GENERAL PROVISIONS
  
  Postponement of Payments
  
  Banner Life may postpone the calculation and payment of Cash
  Surrender Values, loans, transfers or Death Benefits from the
  Variable Account if:
  
  (1)  the New York Stock Exchange is closed on other than
       customary week-end and holiday closures, or trading on the
       New York Stock Exchange is restricted as determined by the
       SEC; or
  
  (2)  the SEC by order permits postponement for the protection of
  Policyholders; or
  
  (3)  an emergency exists, as determined by the SEC, as a result
       of which disposal of securities is not reasonable, or
       practicable, or it is not reasonable or practicable to
       determine the value of the net assets of the Variable
       Account.
  
  In addition, while it is Banner Life's current intent to process
  all transfers from Sub-Accounts immediately upon receipt of a
  transfer request, Banner Life reserves the right to delay
  effecting a transfer from a Sub-Account for up to seven days.
  Banner Life may delay effecting such a transfer to avoid severe
  disruptions to the Portfolios of the Fund if one of the
  Portfolios must sell portfolio securities in order to make funds
  available for large amounts of redemptions or transfers being
  made at the same time by or on behalf of Policyowners.  If this
  happens, Banner Life will calculate the dollar value or number of
  units involved on or as of the date Banner Life receives a
  written transfer request, but will not process the transfer to
  the transferee Sub-Account or the General Account until a later
  date during the 7-day delay period when the Portfolio underlying
  the transferring Sub-Account obtains liquidity to fund the
  transfer request through sales of portfolio securities, new
  Premium payments, transfers by Policyowners or otherwise.  During
  this delay period, the amount transferred will not be invested in
  a Sub-Account or the General Account.
  
  Banner Life may postpone the calculation and payment of Cash
  Surrender Values, loans or transfers from the General Account for
  up to 6 months.
  
  Payments under the Policy of any amounts derived from premiums
  paid by check may be delayed until such time as the check has
  cleared the Policyowner's bank.
  
  The Contract
  
  The Policy, attached riders, amendments, benefits, and the
  application, and any supplemental applications for additional
  amounts, form the entire contract.  Only the President, a Vice
  President, or the Secretary of Banner Life may change or waive
  any provision in the Policy.  Any changes or waivers must be in
  writing.
  
  Banner Life may not change or amend the Policy, except as
  expressly provided in the Policy, without the Policyowner's
  consent.  However, Banner Life may change or amend the Policy if
  such change or amendment is necessary for the Policy to comply
  with or take advantage of any state or federal law, rule or
  regulation.
  
  Not Contestable After Two Years
  
  Statements in the application are considered representations, not
  warranties.  Statements may be used to contest the validity of
  the Policy or in defense of a claim only if they are contained in
  the application, supplemental application, or in an endorsement
  or amendment, and a copy of that application, endorsement or
  amendment is attached to the Policy at issue or is made a part of
  the Policy when a change becomes effective.
  
  Banner Life cannot contest the Policy after it has been in force
  two years during the Policyowner's lifetime from the date of
  issue or the date of any reinstatement.  If the Policy has been
  reinstated, only statements in the reinstatement application may
  be contested.  Any increase in Specified Amount effective after
  the date of issue will be
  <PAGE>
  incontestable only after such increase has been in force during the
  Policyowner's lifetime for two years following the effective date of
  such increase.
  
  Misstatement of Age and Sex
  
  If the Insured's age or sex has been misstated, the Proceeds
  payable will be those purchased by the most recent monthly
  deduction at the correct age and sex.  If any payments have been
  made under a Payment Option that depends on age or sex,
  adjustments in future payments or other adjustments will be made
  if the age or sex has been misstated.
  
  Effective Date of Coverage
  
  The effective date of coverage under the Policy will be as
  follows:
  
  (1)  for all coverage provided in the original application, the
       effective date will be the Policy Date;
  
  (2)  for any increase or addition to coverage, the effective date
       will be the Monthly Anniversary on or next following the
       date the supplemental application is approved by Banner
       Life; and
  
  (3)  for any insurance that has been reinstated, the effective
       date will be the Monthly Anniversary on or next following
       the date the application for reinstatement is approved by
       Banner Life.
  
  Termination
  
  All coverage under the Policy will terminate when any one of the
  following events occurs:
  
  (1)       the Policyowner surrenders the Policy;
  
  (2)       the Insured dies;
  
  (3)       the Policy matures; or
  
  (4)       the grace period ends.
  
  Annual Report
  
  Banner Life will send the Policyowner at least once each year a
  report which shows the current Account Value, Cash Surrender
  Value, premiums paid, charges made since the last report, and
  outstanding Policy loans.  The annual report will also include
  other information as required by state law, regulation or
  authority.
  
  The report will be mailed within 45 days of the Policy
  Anniversary and within 13 months of the last report.
  
  Projection of Values
  
  Banner Life will provide a projection of illustrative future
  Death Benefits and Account Values upon written request.  The
  first projection in any Policy Year will be provided without a
  service fee.  Extra projections will be provided upon request and
  payment of a $25 service fee.
  
  The illustration will be based on assumptions as to Specified
  Amount(s), type of coverage option(s), and future premium
  payments, as may be specified by Banner Life and/or the
  Policyowner, and other assumptions.
  
  Suicide
  
  For the first two full years from the date of issue, Banner Life
  will not pay the Death Benefit if the Insured commits suicide,
  while sane or insane.  Banner Life will terminate the Policy and
  give back the premiums paid less any Indebtedness and any partial
  surrender amount.
  
  A like limitation applies to any increase in benefits and the
  effective date of such increase.  Banner Life will give back the
  monthly deductions for the increase in Specified Amount as a
  death benefit as of the effective date of such increase in
  Specified Amount.
  
  Ownership
  
  Unless otherwise noted, the Insured is the owner of the Policy.
  During the Insured's lifetime, only the Policyowner may exercise
  all the rights and
  <PAGE>
  agree with Banner Life as to any changes in the Policy.  If the
  Insured is not the Policyowner and the Policyowner dies, then the
  Insured will become the Policyowner. However, if the Insured is a
  minor when the Policyowner dies, then ownership will pass to the
  Policyowner's estate.
  
  Assignment of Policy
  
  The Policy may be assigned.  Banner Life will not be responsible
  for the validity of an assignment.  Banner Life will not be
  liable for any payments made or actions taken before written
  notice to Banner Life of any assignment.  Payments to any
  assignee will only be made in a lump sum.  An assignment may have
  Federal income tax consequences.  (See Federal Tax Matters.)
  
  Beneficiary
  
  Unless otherwise provided by notice to Banner Life, the
  beneficiaries are named in the application.
  
  Change of Beneficiary
  
  During the Policyowner's lifetime, the Policyowner may change the
  beneficiary designation unless he or she has waived the right to
  do so.  No beneficiary change will take effect until a written
  notice is received at Banner Life's Administrative Office.  Such
  changes will become effective on the date notice is received by
  Banner Life.  All changes will be subject to any payment made by
  Banner Life before notice was received.
  
  Death of Beneficiary
  
  Unless otherwise provided in the beneficiary designation:
  
  (1)  the interest of any beneficiary who dies before the
       Policyowner will pass to any surviving beneficiaries
       according to their respective interests; or
  
  (2)  if no beneficiary survives, the proceeds will be paid in one
       sum to the Policyowner, if living; otherwise, to the
       Policyowner's estate.
  
                         THE GENERAL ACCOUNT
  
  By virtue of 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 subject
  to the provisions of these Acts.
  
  General Description
  
  The General Account consists of all assets owned by Banner Life
  other than those in the Variable Account and any other separate
  accounts Banner Life may establish.  Subject to applicable law,
  Banner Life has sole discretion over the investment of the assets
  of the General Account.
  
  The Policyowner may elect to allocate net premiums to the General
  Account or to transfer Account Value to the General Account from
  the Sub-Accounts of the Variable Account.  The allocation or
  transfer of funds to the General Account does not entitle the
  Policyowner to share in the investment experience of the General
  Account.  Instead, Banner Life guarantees that the General
  Account Value will accrue interest at an effective annual rate of
  at least 4%, without regard to the actual investment experience
  of the General Account.  Consequently, if the Policyowner
  allocates all net premiums only to the General Account and makes
  no transfers or Policy loans, the minimum amount and duration of
  the Death Benefit will be determinable and guaranteed depending
  on the amount and frequency of premium payments.
  <PAGE>
  
  General Account Value
  
  The General Account Value is the sum of (1) plus (2) plus (3)
  minus the sum of (4) plus (5) where:
  
  (1)  is the General Account Value on the prior Monthly
       Anniversary, less any proportion of the monthly deduction
       made from the General Account on that day, plus interest
       from that day;
  
  (2)  are net premiums credited to the General Account since the
       prior Monthly Anniversary, plus interest from the day
       premiums are credited;
  
  (3)  are transfers from the Variable Account to the General
       Account since the prior Monthly Anniversary, plus interest
       from the date of transfer;
  
  (4)  are transfers to the Variable Account from the General
       Account since the prior Monthly Anniversary, plus interest
       from the date of transfer; and
  
  (5)  are partial surrenders from the General Account together
       with associated charges since the prior Monthly Anniversary,
       plus interest from the date of partial surrender.
  
  On any day other than a Monthly Anniversary, the General Account
  Value will be calculated on a consistent basis as prescribed
  above.
  
  The guaranteed interest rate used in the calculation of the
  General Account Value is .32737% a month, compounded monthly.
  This is equivalent to 4% per year, compounded yearly.  Interest
  in excess of the guaranteed rate, if any, may be used in the
  calculation of the General Account Value at such increased rate
  and in such manner as determined by Banner Life in its sole
  discretion.
  
  Transfers
  
  Transfers from the General Account may be made once per Policy
  Year, only on the Policy Anniversary, and Banner Life must
  receive the transfer request at least 30 days prior to the Policy
  Anniversary.  The minimum amount that may be transferred from the
  General Account is the lesser of:  (1) $500; or (2) the entire
  General Account Value, excluding amounts securing Policy loans.
  The maximum amount that may be transferred from the General
  Account is the greater of:  (1) $500; or (2) 25% of General
  Account Value, excluding any amounts securing Policy loans.
  
  Banner Life may postpone the calculation and payment of Cash
  Surrender Values, loans or transfers from the General Account for
  up to 6 months.
  <PAGE>
  
                    DISTRIBUTION OF THE POLICIES
  
  The Policies will be sold by individuals who, in addition to
  being licensed as life insurance agents for Banner Life, are also
  registered representatives of Banner Financial Services Group,
  Inc. ("Banner Financial"), the principal underwriter of the
  Policies, or of broker-dealers who have entered into written
  sales agreements with Banner Financial.  Banner Financial is
  registered with the Securities and Exchange Commission under the
  Securities Exchange of Act of 1934 as a broker-dealer and is a
  member of the National Association of Securities Dealers.  Banner
  Financial is an affiliate of Banner Life.
  
  A commission of up to 50% of premium plus bonus compensation may
  be paid to broker-dealers or agents in connection with sales of
  the Policies.
  
  Federal Tax Matters
  
  The following summary provides a general description of the
  Federal income tax considerations associated with the Policy but
  does not purport to be complete or to cover all situations.  This
  discussion is not intended as tax advice.  Counsel or other
  competent tax advisers should be consulted for more complete
  information before a Policy is purchased or other transactions
  made.  This discussion is based upon Banner Life's understanding
  of the present Federal income tax laws as they are currently
  interpreted by the Internal Revenue Service.  No representation
  is made as to the likelihood of continuation of the present
  Federal income tax laws or of the current interpretations by the
  Internal Revenue Service.  Moreover, generally no attempt has
  been made to consider any applicable state or other tax laws.
  
  Tax Status of the Policy
  
  Section 7702 of the Internal Revenue Code of 1986, as amended
  (the "Code") includes a definition of a life insurance contract
  for Federal tax purposes.  The Secretary of the Treasury (the
  "Treasury") has issued proposed regulations that would specify
  what will be considered reasonable mortality charges.  However,
  guidance as to how section 7702 requirements are to be applied is
  limited.  If a Policy were determined not to be a life insurance
  contract for purposes of section 7702, such Policy would not
  provide most of the tax advantages normally provided by a life
  insurance policy.
  
  With respect to a Policy issued on a standard risk basis, while
  there is some uncertainty due to the limited guidance on the
  section 7702 requirements, Banner Life nonetheless believes that
  such a Policy should meet the section 7702 definition of a life
  insurance contract.  With respect to a Policy issued on a special
  or sub-standard rating classification basis (i.e., a premium
  class involving higher than standard mortality risk), or a Policy
  with a Primary Insured Term Rider, however, it is not clear
  whether or not such a Policy would satisfy section 7702,
  particularly if the Policyowner pays the full amount of premiums
  permitted under the Policy.  If it is subsequently determined
  that a Policy does not satisfy section 7702, Banner Life will
  take whatever steps are appropriate and necessary to attempt to
  cause such a Policy to comply with section 7702, including
  possibly refunding any premiums paid that exceed the limitations
  allowable under section 7702 (together with interest or other
  earnings on any such premiums refunded as required by law).  For
  these reasons, Banner Life reserves the right to modify the
  Policy as necessary to attempt to qualify it as a life insurance
  contract under section 7702.
  
  Section 817(h) of the Code authorizes the Treasury to set
  standards by regulation or otherwise for the investments of each
  Sub-Account of the Variable Account to be "adequately
  diversified" in order for the Policy to be treated as a life
  insurance contract for Federal tax purposes.  The Variable
  Account, through the Fund, intends to comply with the
  diversification
  <PAGE>
  requirements prescribed in Treasury Regulation
  section 1.817-5, which affect how the assets in each Portfolio of
  the Fund may be invested.  Banner Life does not have control over
  the Fund, its investments or its investment adviser.
  Nonetheless, Banner Life believes that each Portfolio of the Fund
  in which the Variable Account owns shares will be operated in
  compliance with the requirements prescribed by the Treasury.
  
  In certain circumstances, owners of variable life insurance
  contracts may be considered the owners, for federal income tax
  purposes, of the assets of the separate account used to support
  their contracts.  In those circumstances, income and gains from
  the separate account assets would be includible 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 Policyowner), rather than the
  insurance company, to be treated as the owner of the assets in
  the account."  This announcement also stated that guidance would
  be issued by way of regulations or rulings on the "extent to
  which policyholders may direct their investments to particular
  sub-account without being treated as owners of the underlying
  assets."
  
  The ownership rights under the Policy are similar to, but
  different in certain respects from, those described by the IRS in
  rulings in which it was determined that Policyowners were not
  owners of separate account assets.  For example, a Policyowner
  has additional flexibility in allocating premium payments and
  policy values.  These differences could result in a Policyowner
  being treated as the owner of a pro rata portion of the assets of
  the Variable Account.  In addition, we do not know what standards
  will be set forth, if any, in the regulations or rulings which
  the Treasury Department has stated it expects to issue.  Banner
  Life therefore reserves the right to modify the Policy as
  necessary to attempt to prevent a Policyowner from being
  considered the owner of a pro rata share of the assets of the
  Variable Account.
  
  Tax Treatment of Policy Benefits
  
  The following discussion assumes that the Policy will qualify as
  a life insurance contract for Federal income tax purposes.
  
  In General.  Banner Life believes that the proceeds and Account
  Value increases of a Policy (if any) should be treated in a
  manner consistent with a fixed-benefit life insurance policy for
  Federal income tax purposes.  Thus, the death benefit under the
  Policy should be excludible from the gross income of the
  Beneficiary under section 101(a)(1) of the Code.
  
  A change in a Policy's Specified Amount, the payment of an
  unplanned premium, a Policy loan, a partial withdrawal, a
  surrender, a lapse with outstanding indebtedness, a change in
  death benefit options, the exchange of a Policy for a
  fixed-benefit policy (see Policy Rights and Benefits - Right to
  Exchange for Fixed Life Insurance), the assignment of a Policy
  (see GENERAL PROVISIONS- Assignment of Policy) may have tax
  consequences depending upon the circumstances.  In addition,
  Federal estate and state and local estate, inheritance, and other
  tax consequences of ownership or receipt of Policy proceeds
  depend upon the circumstances of each Policyowner or Beneficiary.
  A competent tax adviser should be consulted for further
  information.
  Generally, the Policyowner will not be deemed to be in
  constructive receipt of the Account Value, including increments
  thereof (if any), under the Policy until there is a distribution.
  The tax consequences of distributions from, and loans taken from
  or secured by, a Policy depend on whether the Policy is
  classified as a "modified endowment contract".
  
  Modified Endowment Contracts.  A Policy may be treated as a
  modified endowment contract depending upon the amount of premiums
  paid in relation to the death benefit provided under such Policy.
  The premium limitation rules for
  <PAGE>
  determining whether a Policy is a modified endowment contract
  are extremely complex.  In general, however, a Policy will
  be a modified endowment contract if the accumulated premiums
  paid at any time during the first seven
  policy years exceeds the sum of the net level premiums which
  would have been paid on or before such time if the Policy
  provided for paid-up future benefits after the payment of seven
  level annual premiums.  In addition, if a Policy is "materially
  changed," it may cause such Policy to be treated as a modified
  endowment contract.  The material change rules for determining
  whether a Policy is a modified endowment contract are also
  extremely complex.  In general, however, the determination
  whether a Policy will be a modified endowment contract after a
  material change generally depends upon the relationship among the
  Death Benefit and the Account Value at the time of such change
  and the additional premiums paid in the seven policy years
  starting with the date on which the material change occurs to the
  death benefit.  A policy may also be treated as a modified
  endowment contract if it is received in exchange for a life
  insurance contract which is a modified endowment contract.
  
  Due to the Policy's flexibility, classification of a Policy as a
  modified endowment contract will depend upon the circumstances of
  each Policy.  Accordingly, a prospective Policyowner should
  contact a competent tax adviser before purchasing a Policy to
  determine the circumstances under which the Policy would be a
  modified endowment contract.  In addition, a Policyowner should
  contact a competent tax adviser before paying any unplanned
  premiums or making any other change to, including an exchange of,
  a Policy to determine whether such premium or change would cause
  the Policy (or the new Policy in the case of an exchange) to be
  treated as a modified endowment contract.
  
  Distributions from Policies Classified As Modified Endowment
  Contracts.  Policies classified as modified endowment contracts
  are subject to the following tax rules:  First, all
  distributions, including distributions upon surrender and
  benefits paid at maturity, from such a Policy are treated as
  ordinary income subject to tax up to the amount equal to the
  excess (if any) of the cash value (as calculated for Federal
  income tax purposes) immediately before the distribution over the
  investment in the Policy (described below) at such time.  Second,
  loans taken from, or secured by, such a Policy are treated as
  distributions from such a Policy and taxed accordingly.  In this
  regard, the Internal Revenue Service may treat capitalized
  interest on Policy loans as a distribution.  Third, a 10 percent
  additional income tax is imposed on the portion of any
  distribution from, or loan taken from or secured by, such a
  Policy that is included in income except where the distribution
  or loan is made on or after the Owner attains age 59.5, is
  attributable to the Policyowner's becoming disabled, or is part
  of a series of substantially equal periodic payments for the life
  (or life expectancy) of the Policyowner or the joint lives (or
  joint life expectancies) of the Policyowner and the Policyowner's
  Beneficiary.
  
  Distributions from Policies Not Classified As Modified Endowment
  Contracts.  Distributions from a Policy that is not classified as
  a modified endowment contract are generally treated as first
  recovering the investment in the Policy (described below) and
  then, only after the return of all such investment in the Policy,
  as distributing taxable income.  An exception to this general
  rule occurs in the case of a partial withdrawal, a decrease in
  the face amount, or any other change that reduces benefits under
  the Policy in the first 15 years after the Policy is issued and
  that results in a cash distribution to the Policyowner in order
  for the Policy to continue complying with the section 7702
  definitional limits.  In that case, such distribution will be
  taxed in whole or in part as ordinary income (to the extent of
  any gain in the Policy) under rules prescribed in section 7702.
  
  Loans from, or secured by, a Policy that is not a modified
  endowment contract are not treated as distributions.  Instead,
  such loans are treated as indebtedness of the Policyowner.
  
  Upon a complete surrender or lapse of a Policy that is not a
  modified endowment contract, or when benefits are paid at such a
  Policy's maturity date, if the amount received plus the amount of
  indebtedness exceeds the total investment in the Policy, the
  excess will generally be treated as ordinary income subject to
  tax.
  
  Finally, neither distributions (including distributions upon
  surrender or lapse) nor loans from, or secured by, a Policy that
  is not a modified
  <PAGE>
  endowment contract are subject to the 10
  percent additional income tax.
  
  Policy Loan Interest.  Generally, personal interest paid on loan
  under an individually-owned Policy  will not be deductible.  In
  addition, interest on any loan under a Policy owned by a business
  taxpayer and covering the life of any individual who is an
  officer of or is financially interested in the business carried
  on by that taxpayer will not be tax deductible to the extent the
  aggregate amount of such loans with respect to contracts covering
  such individual exceeds $50,000.  The deductibility of Policy
  loan interest may be further limited by section 264 of the Code.
  Therefore, a competent tax adviser should determine whether
  Policy loan interest will be deductible.
  
  Investment in the Policy.  Investment in the Policy means (i) the
  aggregate amount of any premiums or other consideration paid for
  a Policy, minus (ii) the aggregate amount received under the
  Policy which is excluded from the gross income of the Policyowner
  (except that the amount of any loan from, or secured by, a Policy
  that is a modified endowment contract, to the extent such amount
  is excluded from gross income, will be disregarded), plus (iii)
  the amount of any loan from, or secured by, a Policy that is a
  modified endowment contract to the extent that such amount is
  included in the gross income of the Policyowner.
  
  Multiple Policies.  All modified endowment contracts issued by
  Banner Life (or its affiliates) to the same Policyowner during
  any calendar year will be treated as one contract for purposes of
  determining the amount includible in gross income at the time of
  a distribution from any such contract.
  
  Other Considerations.  The Policy may be used in various
  arrangements, including nonqualified deferred compensation or
  salary continuance plans, split dollar insurance plans, executive
  bonus plans, retiree medical benefit plans and others. The tax
  consequences of such plans may vary depending on the particular
  facts and circumstances of each individual arrangement.
  Therefore, if you are contemplating the use of a Policy in any
  arrangement the value of which depends in part on its tax
  consequences, you should be sure to consult a qualified tax
  advisor regarding the tax attributes of the particular
  arrangement.
  
  Taxation of Banner Life
  
  Banner Life is presently taxed as a "life insurance company"
  under the Code.  Banner Life does not expect to incur any Federal
  income tax liability attributable to investment income or capital
  gains retained as part of the reserves under the Policy.  Based
  on this, no charge is being made currently to the Variable
  Account for Federal income taxes which may be attributable to the
  Variable Account.
  
  Banner Life will review the question of a charge to the Variable
  Account for its Federal income tax from time to time.  Such a
  charge may be made in future years for any Federal income taxes
  incurred by Banner Life.  This might become necessary if the tax
  treatment of Banner Life is ultimately determined to be other
  than what Banner Life currently believes it to be, if there are
  changes made in the Federal income tax treatment of variable life
  insurance at the company level, or if there is a change in Banner
  Life's tax status.  Any such charge would be designed to cover
  the Federal income taxes attributable to the investment results
  of the Variable Account.
  
  Under current laws, Banner Life may incur state and local taxes
  in certain states.  At present, these taxes are not significant.
  If there is a material change in applicable state or local tax
  laws, charges may be made for such taxes or reserves for such
  taxes, if any, attributable to the Variable Account.
  
  Employment-Related Benefit Plans
  
  On July 6, 1983, the Supreme Court held in Arizona Governing
  Committee v. Norris that optional annuity benefits provided under
  an employer's deferred compensation plan could not, under Title
  VII of the Civil Rights Act of 1964, vary on the basis of gender.
  The Policies described in this Prospectus contain guaranteed cost
  of insurance rates and purchase rates for certain payment options
  that generally distinguish between men and women.  Accordingly,
  employers and employee organizations should consider, in
  consultation with their legal counsel, the impact of Norris, and
  Title VII, on any employment-related insurance or benefit program
  for which a Policy may be purchased.
  <PAGE>
  
                       ADDITIONAL INFORMATION
  
  Safekeeping of the Account's Assets
  
  Banner Life holds the assets of the Variable Account.  These
  assets, the Fund shares, are held in book-entry form separate and
  apart from the General Account.  Banner Life maintains records of
  all purchases and redemptions of Fund shares by each of the
  Sub-Accounts.
  
  Addition, Deletion, or Substitution of Investments
  
  Banner Life does not control the Fund and cannot guarantee that
  it or any Portfolio will be available for investment in the
  future or that it or any Portfolio thereof will accept premiums
  or transfers.  In the event that the Fund or any Portfolio is not
  available, Banner Life intends to take reasonable action to
  ensure that appropriate variable funding vehicles are available.
  If the Fund or other funding vehicle restricts or refuses to
  accept transfers or other transactions, then the transfer
  privilege may be modified or revoked or other changes made.
  
  Banner Life reserves the right, subject to compliance with
  applicable law, to make additions to, deletions from, or
  substitutions for the shares of the Fund that are held by the
  Variable Account (or any Sub-Account) or that the Variable
  Account (or any Sub-Account) may purchase.  Banner Life reserves
  the right to eliminate the shares of any of the Portfolios of the
  Fund and to substitute shares of another Portfolio of the Fund or
  any other investment vehicle or of another open-end, registered
  investment company if laws or regulations are changed, if the
  shares of the Fund or a Portfolio are no longer available for
  investment, or if in our judgment further investment in any
  Portfolio should become inappropriate in view of the purposes of
  the Sub-Account Division.  Banner Life will not substitute any
  shares attributable to a Policyowner's interest in a Sub-Account
  of the Variable Account without notice and prior approval of the
  Securities and Exchange Commission and the insurance regulator of
  the state where the Policy was delivered, if and where required.
  Nothing contained herein shall prevent the Variable Account from
  purchasing other securities for other series or classes of
  policies, or from permitting a conversion between series or
  classes of policies on the basis of requests made by
  Policyowners.
  
  Banner Life also reserves the right to establish additional
  Sub-Accounts of the Variable Account, each of which would invest
  in a new Portfolio of the Fund, or in shares of another
  investment company or suitable investment, with a specified
  investment objective.  New Sub-Accounts may be established when,
  in the sole discretion of Banner Life, marketing needs or
  investment conditions warrant, and any new Sub-Account will be
  made available to existing Policyowners on a basis to be
  determined by Banner Life.  Banner Life may also eliminate one or
  more Sub-Accounts if, in its sole discretion, marketing, tax, or
  investment conditions warrant.
  
  In the event of any such substitution or change, Banner Life may,
  by appropriate endorsement, make such changes in this and other
  policies as may be necessary or appropriate to reflect such
  substitution or change.  If deemed by Banner Life to be in the
  best interests of persons having voting rights under the
  Policies, the Variable Account may be operated as a management
  company under the Investment Company Act of 1940, it may be
  deregistered under that Act in the event such registration is no
  longer required, or it may be combined with other Banner Life
  separate accounts.
  
  State Regulation
  
  Banner Life is subject to regulation by the Maryland Insurance
  Administration. An annual statement is filed with the Maryland
  Insurance Administration on or before March 1st of each year
  covering the operations and reporting on the financial condition
  of Banner Life as of December 31 of the preceding year.
  Annually, the Maryland Insurance Administration or other
  authorities examine the reserves of Banner Life and certifies
  their adequacy. A full examination of Banner Life's operations is
  conducted
  <PAGE>
  periodically by the Maryland Insurance Administration.
  
  In addition, Banner Life is subject to the insurance laws and
  regulations of other states within which it is licensed or may
  become licensed to operate.  Generally, the Insurance Department
  of any other state applies the laws of the state of domicile in
  determining permissible investments.
  
  A Policy is governed by the law of the state in which it is
  delivered.  The values and benefits of each policy are at least
  equal to those required by such state.
  
  
  Senior Officers and Directors of Banner Life Insurance Company
  
  Name and Position                  Principal Occupation
  with Banner Life1                  Last Five Years
  
  Mark A. Canter                     Vice President,
  Vice President, Secretary          Secretary and
  and General Counsel                General Counsel,
                                     Banner Life
  
  Barbara A. Esau                    Vice President,
  Vice President and                 Human Resources,
  Director                           Banner Life
  
  Robert E. Freeman2                 President and Chief
  Director                           Operating Officer
                                     (now retired)
                                     William Penn Life Insurance Company
                                     of New York
                                     Garden City, NY
  
  Gene R. Gilbertson                 Senior Vice President,
  Senior Vice President,             CFO & Treasurer
  CFO, Treasurer and                 Banner Life
  Director
     
  Dewey D. Goodrich, Jr.             Senior Vice President -
  Senior Vice President and          Information Systems and Services
  Director                           Legal & General America, Inc. (1995)
                                     Vice President - Information Services
                                     Interstate Assurance Company
                                     Des Moines, Iowa
  
      
  Robert L. Hill                     Vice President and
  Vice President and                 Controller (1993)
  Controller                         Assistant Controller
                                     Banner Life
     
  Bentti O. Hoiska                   Chief Investment Officer and
  Executive Vice President           Executive Vice President
  and Director                       Legal & General America, Inc. (1995)
                                     Principal
                                     State Street Global Advisors
                                     Boston, Massachusetts
      
  David S. Lenaburg                  President and Chief
  Chairman, President                Executive Officer,
  and Chief Executive                Banner Life
  Officer
  
  Charles A. Lingaas3                Senior Vice President,
  Senior Vice President              Customer Service
  and Director                       William Penn Life
                                     Insurance Company
                                     of New York
  
  Otto P. Marracello3                Senior Vice President,
  Senior Vice President              Underwriting
  and Director                       William Penn Life
                                     Insurance Company
                                     of New York
  
  Vincent R. McLean2                 Retired
  Director
  
  Michael D. Mullaney                Vice President,
  Vice President,                    Corporate Taxation,
  Corporate Taxation                 Legal & General America, Inc.
     
  David J. Orr                       Senior Vice President, Sales
  Senior Vice President,             Banner Life
  and Chief Actuary
  and Director
      
  
  1    The principal business address of each person listed, unless
  otherwise indicated, is Banner Life Insurance Company, 1701 Research
  Boulevard, Rockville, Maryland 20850.
  2    Messrs. Freeman and McLean and retired and thus have no
  business address.
  3    100 Quentin Roosevelt Boulevard, Garden City, NY  11530
  <PAGE>
  
  Legal Matters
  
  All matters of Maryland law pertaining to the
  Policy, including the validity of the Policy and Banner Life's
  right to issue the Policy under Maryland Insurance Law and any
  other applicable state insurance or securities laws, have been
  passed upon by Mark A. Canter, Vice President, Secretary &
  General Counsel of Banner Life.
  
  Legal Proceedings
  
  There are no legal proceedings to which the Variable Account is a
  party or to which the assets of the Variable Account are subject.
  Banner Life is not involved in any litigation that is of material
  importance in relation to its total assets or that relates to the
  Variable Account.
  
  Experts
     
  The consolidated financial statements of Banner Life Insurance
  Company as of December 31, 1996 and 1995 and for each of
  the three years in the period ended December 31, 1996 and the
  financial statements of the Banner Life Variable Account as of
  December 31, 1996 and for each of the three years in the period
  ended December 31, 1996 included in this Prospectus have been so
  included in reliance on the reports of Price Waterhouse LLP,
  independent accountants, given on the authority of said firm as
  experts in auditing and accounting.
  
  Actuarial matters included in this Prospectus have been examined
  by David Orr, F.I.A. and M.A.A.A., Senior Vice President and
  Chief Actuary of Banner Life, as stated in the opinion filed as
  an exhibit to the Registration Statement.
      
                       FINANCIAL STATEMENTS
  The consolidated financial statements of Banner Life which are
  included in this Prospectus should be considered only as bearing
  on the ability of Banner Life to meet its obligations under the
  Policies.  They should not be considered as bearing on the
  investment performance of the assets held in the Variable
  Account.
  <PAGE>
     
                 BANNER LIFE
              VARIABLE ACCOUNT
      REPORT AND FINANCIAL STATEMENTS
    FOR THE YEAR ENDED DECEMBER 31, 1996
  <PAGE>
    REPORT OF INDEPENDENT ACCOUNTANTS
  
  
  
  March 14, 1997
  
  To Banner Life Insurance Company
    and Contract Owners of
    The Banner Life Variable Account
  
  
  
  In our opinion, the accompanying statement of assets and liabilities and
  the
  related statements of operations and of changes in net assets present
  fairly,
  in all material respects, the financial position of The Banner Life
  Variable
  Account and the Money Market, Balanced, Bond, Capital Growth, Global
  Discovery 
  Growth & Income and International subaccounts thereof at December 31,
  1996, and 
  the results of their operations and the changes in their net assets for
  each of 
  the three years in the period then ended in conformity with generally
  accepted 
  accounting principles.  These financial statements are the
  responsibility of Banner
  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 financial statements in accordance with generally accepted
  auditing
  standards which require that we plan and perform the audit to obtain
  reasonable
  assurance about whether the financial statements are free of material
  misstatement.  An audit includes examining, on a test basis, evidence
  supporting the amounts and disclosures in the financial statements,
  assessing
  the accounting principles used and significant estimates made by
  management,
  and evaluating the overall financial statement presentation.  We believe
  that
  our audits, which included confirmation of shares held at December 31,
  1996 by
  correspondence with the transfer agent, provide a reasonable basis for
  the
  opinion expressed above.
  
  /S/ Price Waterhouse LLP
  <PAGE>
  <TABLE>
                       BANNER LIFE VARIABLE ACCOUNT
                    STATEMENT OF ASSETS AND LIABILITIES
                              AS OF DECEMBER 31, 1996
  
  <CAPTION>
                                              Subaccounts
  
                                        Money                          
  Capital      Global       Growth
                                        Market   Balanced     Bond      
  Growth      Discovery    & Income     International      Total
  
  ASSETS
  <S>                                   <C>       <C>       <C>        
  <C>           <C>         <C>           <C>               <C>
  Money Market Fund, 222,867.6
  shares at net asset value
  of $1.00 per share (cost
  $222,868)                             $222,868                           
                                                         $222,868
  
  Balanced Fund, 67,235.7
  shares at net asset value of
  $11.61 per share (cost
  $676,097)                                       $780,606                 
                                                        $780,606
  
  Bond Fund, 32,616.9 shares
  at net asset value of $6.73
  per share (cost $217,937)                                 $219,512       
                                                        $219,512
  
  Capital Growth Fund, 250,576.2
  shares at net asset value of
  $16.50 per share (cost $3,530,658)                                   
  $4,134,507                                                $4,134,507
  
  Global Discovery Fund, 47,372.8
  shares at net asset value of
  $6.33 per share (cost $291,067)                                          $299,870                             $299,870
  
  Growth & Income Fund, 83,443.3                                                     
  shares at net asset value of
  $9.37 per share (cost $700,817)                                    
                        $781,864                        $781,864
  
  International Fund, 160,091.2
  shares at net asset value of
  $13.25 per share (cost $1,851,534)                                       
                                      $2,121,208        $2,121,208
  
  Total assets                          $222,868  $780,606  $219,512   
  $4,134,507    $299,870    $781,864      $2,121,208        $8,560,435
  
  LIABILITIES
  
  Mortality and expense risk
   fee payable                          2,426     10,670    3,419      
  44,910        596          3,395        24,267            89,683
  
  Net assets                            $220,442  $769,936  $216,093   
  $4,089,597    $299,274     $778,469     $2,096,941        $8,470,752
  Number of units outstanding           174,713   485,363   168,546    
  2,064,853     285,345      512,503      1,428,965
  Net asset value per unit              $1.29     $1.59     $1.28      
  $1.98         $1.05        $1.52        $1.47
  
  <FN>
                                                          See Notes to the
  Financial Statements
  </FN>
  </TABLE>
  <PAGE>
  <TABLE>
      BANNER LIFE VARIABLE ACCOUNT
      STATEMENTS OF OPERATIONS
      FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
  
  
  
      <CAPTION>
  
                                  Money Market                     
  Balanced                            Bond
                                  Subaccount                       
  Subaccount                        Subaccount
                                    1996       1995       1994      1996   
     1995       1994        1996       1995     1994
    <S>                             <C>        <C>        <C>       <C>    
     <C>         <C>        <C>       <C>       <C>
  
    INVESTMENT INCOME
  
    Dividends                       $6,994     $3,717     $2,779   
  $17,084    $13,171     $6,993     $17,632   $10,227   $4,517   
    Mortality and expense risk fee  (1,024)    (515)      (681)    
  (4,851)    (3,387)     (1,660)    (1,458)   (1,212)   (536)    
     
    Net investment income (loss)    5,970      3,202      2,098     12,233 
     9,784       5,333      16,174    9,015     3,981    
  
    REALIZED AND UNREALIZED
    GAIN (LOSS) ON INVESTMENTS
  
    Net realized gain (loss) on
      investments                   -          -          -         10,359 
     413         (3,247)    (744)     (835)     (1,115)  
    Net realized gain distribution  -          -          -         15,929 
     2,347       11,781     -         -         531      
  
    Change in unrealized investment
      gains (losses) during the 
      period                        -          -          -         31,126 
     87,541      (17,293)   (10,994)  17,238    (4,836)  
  
    Net gain (loss) on investments  -          -          -         57,414 
     90,301      (8,759)    (11,738)  16,403    (5,420)  
  
    Net increase (decrease)in net 
      assets resulting from 
      operations                    $5,970     $3,202     $2,098   
  $69,647    $100,085    $(3,426)   $4,436    $25,418   $(1,439) 
  <FN>
             See Notes to Financial Statements
  </FN>
  </TABLE>
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
              Capital Growth         Global Discovery           Growth &
  Income          International
               Subaccount               Subaccount               
  Subaccount               Subaccount                          Total
     1996     1995       1994     1996    1995     1994     1996     1995  
   1994     1996     1995       1994       1996       1995       1994
  
     <C>       <C>       <C>       <C>      <C>     <C>     <C>      <C>   
   <C>     <C>        <C>        <C>       <C>        <C>        <C>
  
  
     $37,287   $13,509   $2,717    $-       $-      $-      $9,761  
  $1,128  $-      $36,449    $3,370     $799      $125,207   $45,122   
  $17,805 
     (23,535)  (13,125)  (5,488)   (596)    -       -       (2,939)  (454) 
   (2)     (13,160)   (7,633)    (2,542)   (47,381)   (26,326)   (10,909)
   
     13,934    384       (2,771)   (596)    -       -       6,822    674   
   (2)     23,289     (4,263)    (1,743)   77,826     18,796     6,896   
  
  
  
  
     52,017    1,196     1,119     (103)    -       -       7,648    1,367 
   -       29,827     7,833      15,256    99,004     9,974      12,013  
  
     207,655   44,162    38,690    -        -       -       2,628    34    
   -       -          -          -         226,212    46,543     51,002  
  
  
     300,146   357,516   (92,751)  8,803    -       -       69,107  
  11,926  14      180,705    102,650    (31,841)  578,893    576,871   
  (146,707)  
  
     559,818   402,874   (52,942)  8,700    -       -       79,383  
  13,327  14      210,532    110,483    (16,585)  904,109    633,388   
  (83,692)   
  
  
     $573,752  $403,258  $(55,713) $8,104   -       -       $86,205 
  $14,001 $12     $233,821   $106,220   $(18,328) $981,935   $652,184  
  $(76,796)  
  </TABLE>
  <PAGE>
  <TABLE>
  <CAPTION>
  
      BANNER LIFE VARIABLE ACCOUNT
      STATEMENTS OF CHANGES IN NET ASSETS
      FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
  
  
                   Money Market                      Balanced              
               Bond                   Capital Growth                       
                                        Subaccount                       
  Subaccount                        Subaccount                Subaccount
                    Subaccount                        Subaccount           
               Subaccount                 Subaccount
              1996      1995      1994      1996      1995     1994    
  1996     1995     1994     1996       1995       1994    
  INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  <S>         <C>       <C>       <C>       <C>       <C>      <C>     
  <C>      <C>      <C>      <C>        <C>        <C>
      
  Net 
  investment  
  income 
  (loss)      $5,970    $3,202    $2,098    $12,233   $9,784   $5,333  
  $16,174  $9,015   $3,981   $13,934    $384       $(2,771) 
  
  Net 
  realized 
  gain 
  (loss) on
  investments -         -         -         10,359    413      (3,247) 
  (744)    (835)    (1,115)  52,017     1,196      1,119
  
  Net 
  realized 
  gain 
  distri-
  butions     -         -         -         15,929    2,347    11,781   -  
       -        531      207,655    44,162     38,690 
  
  Change in 
  unrealized
  investment 
  gains 
  (losses)    -         -         -         31,126    87,541   (17,293)
  (10,994) 17,238   (4,836)  300,146    357,516    (92,751)
  
  Net 
  increase
  (decrease)
  in net
  assets
  resulting
  from
  operations  5,970     3,202     2,098     69,647    100,085  (3,426) 
  4,436    25,418   (1,439)  573,752    403,258    (55,713)
     
      UNIT TRANSACTIONS
      
  Proceeds
  from 
  units
  issued      951,932   632,021   851,824   228,927   160,860  135,680 
  59,831   39,954   53,223   1,652,832  1,022,998  719,583
  
  Net asset
  value of
  units 
  redeemed    (78,422)  (60,964)  (64,561)  (131,374) (91,381) (33,196)
  (31,441) (18,217) (9,685)  (892,614)  (427,161)  (228,723) 
  
  Transfer
  (to) from
  other sub-
  accounts
  and
  general
  account     (720,821) (549,707) (787,229) 28,344    61,789   113,676 
  (8,706)  12,371   76,634   356,338    205,353    366,403
  
  Increase
  in net
  assets
  from 
  unit 
  trans-
  actions     152,689   21,350    34        125,89    131,268  216,160 
  19,684   34,108   120,172  1,116,556  801,190    857,263
      
  Net 
  increase 
  in net 
  assets      158,659   24,552    2,132     195,544   231,353  212,734 
  24,120   59,526   118,733  1,690,308  1,204,448  801,550
      
     NET ASSETS
      
  Beginning
  of year     61,783    37,231    35,099    574,392   343,039  130,305 
  191,973  132,447  13,714   2,399,289  1,194,841  393,291
  End of 
  year        $220,442  $61,783   $37,231   $769,936  $574,392 $343,039
  $216,093 $191,973 $132,447 $4,089,597 $2,399,289 $1,194,841
  <FN>
     See Notes to Financial Statements
  </FN>
  </TABLE>
  <PAGE>
  <TABLE>
  <CAPTION>
            Global Discovery            Growth & Income                 
  International
               Subaccount                  Subaccount                      
  Subaccount                        Total
         1996       1995    1994    1996       1995       1994     1996    
    1995       1994      1996        1995       1994
  <S>    <C>        <C>     <C>     <C>        <C>        <C>      <C>     
    <C>        <C>       <C>         <C>        <C>       
  
  
  
  
         $(596)     $-      $-      $6,822     $674       $(2)     $23,289 
    $(4,263)   $(1,743)  $77,826     $18,796    $6,896
  
  
  
  
  
         (103)      -       -       7,684      1,367      -        29,827  
    7,833      15,256    99,004      9,974      12,013    
  
  
  
  
  
         -          -       -       2,628      34         -        -       
    -          -         226,212     46,543     51,002   
  
  
  
  
  
         8,803      -       -       69,107     11,926     14       180,705 
    102,650    (31,841)  578,893     576,871    (146,707) 
  
  
  
  
  
  
  
  
         8,104      -       -       86,205     14,001     12       233,821 
    106,220    (18,328)  981,935     652,184    (76,796)  
   
  
  
  
  
  
         197,087    -       -       446,441    78,256     811      952,575 
    885,257    445,648   4,489,625   2,819,346  2,206,769 
  
  
  
  
         (28,263)   -       -       (113,002)  (18,301)   (43)    
  (575,294)  (364,849)  (104,371) (1,850,410) (980,873)  (440,579)
  
  
  
  
  
  
  
         122,346    -       -       198,596    85,236     257      51,232  
    169,358    224,911   27,329      (15,600)   (5,348)  
  
  
  
  
  
  
  
         291,170    -       -       532,035    145,191    1,025    428,513 
    689,766    566,188   2,666,544   1,822,873  1,760,842  
   
  
  
  
         299,274    -       -       618,240    159,192    1,037    662,334 
    795,986    547,860   3,648,479   2,475,057  1,684,046  
  
  
  
  
         -          -       -       160,229    1,037      -       
  1,434,607  638,621    90,761    4,822,273   2,347,216  663,170  
  
         $299,274   -       -       $778,469   $160,229   $1,037  
  $2,096,941 $1,434,607 $638,621  $8,470,752  $4,822,273 $2,347,216 
      
  </TABLE>
  <PAGE>
                           BANNER LIFE VARIABLE ACCOUNT
                           NOTES TO FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED DECEMBER 31, 1996
     
  NOTE 1 - ORGANIZATION AND DESCRIPTION OF OPERATIONS
      
  The Banner Life Variable Account (the Account) is registered under the
  Investment Company Act of 1940, as amended, as a unit investment trust.
  The Account invests in shares of the Scudder Variable Life Investment
  Fund
  (the Fund), a mutual fund of the series type.  The Account contains
  seven
  subaccounts - Money Market, Balanced, Bond,Capital Growth,
  Global Discovery, Growth & Income and International.  The assets of each
  subaccount are held separate from the assets of the other subaccounts.
  The operations of the Account are part of Banner Life Insurance Company
  (the
  Insurance Company).  The Account commenced operations on June 1, 1991.
  
  NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
  
  The following is a summary of significant accounting policies
  consistently
  followed by the Account in conformity with generally accepted accounting
  principles.
  
  Use of 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 at the date
  of the
  financial statements and the reported amounts of revenue and expenses
  during
  the reporting period.  Actual results could differ from those estimates.
  
  Security valuation
  
  Investments are valued at the net asset value of fund shares held which
  approximates fair value.
  
  Security transactions and related investment income
  
  Security transactions are accounted for on the trade date (the date the
  order to buy or sell is executed).  Dividends and distributions received
  from the Fund are recorded on the ex-dividend date and reinvested in
  additional
  shares of the Fund.  Gains and losses from sales of investments
  are computed on the basis of average cost.
  
  Federal income taxes
  
  The operations of the Account are taxed as part of the total operations
  of
  the Insurance Company.  The Insurance Company is taxed as a life
  insurance
  company under the Internal Revenue Code.  Under existing Federal income
  tax
  law, no taxes are payable on the investment income or on the capital
  gains
  of the Account.
  <PAGE>
  NOTE 3 - PURCHASES AND SALES OF INVESTMENTS
  
  The aggregate cost of purchases and proceeds from sales of investments
  for the
  years ended December 31, 1996, 1995 and 1994 were as follows:
  <TABLE>
  <CAPTION>
                                                               
  Subaccounts
              Money                               Capital      Global      
  Growth
              Market     Balanced     Bond        Growth       Discovery   
  & Income      International
  <S>        <C>         <C>          <C>         <C>          <C>         
  <C>           <C>
     
  1996:
  
  Purchases  $929,274    $254,980     $86,711     $1,790,659   $301,217    
  $588,480      $723,887
  Sales      783,102     94,934       49,349      430,152      12,603      
  45,146        256,565
      
  1995:
  
  Purchases  $490,629    $194,761     $54,361     $994,892     -           
  $154,733      $816,701
  Sales      463,722     49,367       10,131      138,515      -           
  10,550        123,319
  
  1994:
  
  Purchases  $706,454    $273,359     $139,053    $982,052     -           
  $1,125        $620,838
  Sales      704,382     38,451       13,970      86,187       -           
  13            59,133
  
  </TABLE>
  
  NOTE 4 - RELATED PARTY TRANSACTIONS
  
  Although variable life benefits differ according to the investment
  performance of the Account, they are not affected by mortality or
  expense
  experience because the Insurance Company assumes the mortality risk and
  the expense risk under the contracts.  The Insurance Company charges the
  Account assets for assuming those risks.  For the years ended December
  31, 1996, 1995 and 1994, the Account was charged an annual rate of .75%
  of net 
  asset value for mortality and expense risk charges.
  
  The expense risk assumed by the Insurance Company is the risk that the
  deductions for sales and administrative expenses and for investment
  advisory
  services provided for in the variable life contract may prove
  insufficient to
  cover the cost of those items.
  
  The mortality risk is the risk that the cost of insurance charges
  specified
  in the policy may prove insufficient to meet actual claims.
  
  Funds received by the Account for the sale of Account units represent
  gross
  contract premiums received by the Insurance Company less deductions for
  sales
  distribution expenses of 2.5% and premium taxes of 2.5% of the gross
  contract
  premium.  Total deductions from gross contract premiums for the years
  ended
  December 31, 1996, 1995 and 1994 were as follows:
  <PAGE>
  <TABLE>
  <CAPTION>                                                                
                   1995
                                                                           
    Subaccounts
     
  
                        Money                          Capital   Global    
    Growth     Inter-                  1995          1994
                        Market    Balanced    Bond     Growth    Discovery 
    & Income   national   Total        Total         Total
  <S>                  <C>         <C>        <C>      <C>         <C>     
    <C>        <C>         <C>         <C>          <C>
  
  Original costs
    to investors       $1,002,034  $240,975   $62,981  $1,739,824 
  $207,461   $469,937   $1,002,711  $4,725,923  $2,967,730   $2,322,913
  
  Less:
    Premium taxes      25,051      6,024      1,575    43,496      5,187   
    11,748     25,068      118,149     74,192       58,072
    Sales distribution
    expenses           25,051      6,024      1,575    43,496      5,187   
    11,748     25,068      118,149     74,192       58,072
  
  Net amount
    applicable to
    investors          $951,932    $228,927   $59,831  $1,652,832 
  $197,087   $446,441   $952,575    $4,489,625  $2,819,346   $2,206,769
      
  
  </TABLE>
     
  If a policy is surrendered during the first ten policy years, the
  Insurance
  Company will assess a full surrender charge. The full surrender charge
  consists of a flat amount for initial administrative expenses and a
  percentage
  of premiums paid in the first two policy years (up to the guideline
  annual
  premium) for sales expenses.  During the first five policy years, the
  flat
  amount is $200 and the percentage is 27.5% of those premiums.  The full
  surrender charge then grades down to zero over the next five policy
  years
  in regular monthly intervals.  The Account has been advised that
  surrender
  charges of $133,467, $71,775, and $4,097 were charged to policyholders
  in 1996,
  1995 and 1994, respectively.
  
  A monthly deduction is made from the account value of each policy to
  compensate
  the Insurance Company for the cost of insurance coverage and any
  optional
  benefits added by riders, and for certain administrative costs.  The
  monthly charges were $1,045,766, $747,850 and $395,795 in 1996, 1995 and
  1994,
  respectively.  The monthly deductions are made from the subaccounts in
  proportion to the values held in those accounts.
  
  Transfers may be made amongst the subaccounts and the general account of
  the
  Insurance Company.  A transfer charge may be imposed for each transfer
  request.
  The charge will be deducted from the amount transferred to compensate
  the 
  Insurance Company for the costs in effectuating the transfer.  There is
  no
  charge for the first four transfers in each policy year, and a $15
  charge is
  imposed on each additional transfer request.  There were no transfer
  charges
  in 1996, 1995 or 1994.
  
  Included in assets of the Account at December 31, 1996 is $4,172 related
  to
  policies held by an officer of the Insurance Company.
      
  <PAGE>
  NOTE 5 - UNIT ACTIVITY
  
  Transactions in units of each subaccount were as follows:
  <TABLE>
  <CAPTION>                                       Subaccounts
                          Money                          Capital    
  Global      Growth
                          Market   Balanced     Bond     Growth     
  Discovery   & Income    International
  <S>                     <C>        <C>        <C>       <C>         <C>  
        <C>        <C>
  
  Units outstanding at
     December 31, 1993    31,071     112,041    11,995    270,071     -    
        -          75,730
  
  Units issued            737,488    219,311    120,920   817,449     -    
        1,120      555,757
  Units redeemed          (736,921)  (29,330)   (9,014)   (172,321)   -    
        (44)       (86,782)
  
  Units outstanding at
     December 31, 1994    31,638     302,022    123,901   915,199     -    
        1,076      544,705
  
  Units issued            537,441    171,793    46,376    851,579     -    
        142,687    900,378
  Units redeemed          (516,062)  (71,585)   (17,487)  (322,996)   -    
        (16,171)   (328,587)
  
  Units outstanding at
     December 31, 1995    53,017     402,230    152,790   1,443,782   -    
        127,592    1,116,496
     
  Units issued            777,099    175,236    61,456    1,162,173  
  314,009     476,820    775,492
  Units redeemed          (655,403)  (92,103)   (45,700)  (541,102)  
  (28,664)    (91,909)   (463,023)
  
  Units outstanding at
     December 31, 1996    174,713    485,363    168,546   2,064,853  
  285,345     512,503    1,428,965
      
  </TABLE>
  <PAGE>
     
  BANNER LIFE INSURANCE COMPANY
  (an ultimate wholly-owned subsidiary
   of Legal & General Group Plc)
   FINANCIAL STATEMENTS FOR THE YEARS ENDED
   DECEMBER 31, 1996, 1995 AND 1994
  <PAGE>
   REPORT OF INDEPENDENT ACCOUNTANTS
  
   February 10, 1997
  
  
   To the Board of Directors and
    Shareholder of Banner Life Insurance Company
  
    In our opinion, the accompanying consolidated balance sheets and the
  related
    consolidated statements of income, of shareholder's equity and of cash
  flows
    present fairly, in all material respects, the financial position of
  Banner
    Life Insurance Company (an ultimate wholly-owned subsidiary of Legal &
    General Group Plc) and its subsidiaries at December 31, 1996
    and 1995, and the results of their operations and their cash flows for
    each of the three years in the period ended December 31, 1996 in
  conformity
    with generally accepted accounting principles.  These financial
  statements
    are the responsibility of the Company's management; our responsiblity
  is
    to express an opinion on these financial statements based on our
  audits.
    We conducted our audits of these statements in accordance with
  generally
    accepted auditing standards which require that we plan and perform the
    audit to obtain reasonable assurance about whether the financial
  statements
    are free of material misstatement.  An audit includes examining, on a
  test
    basis, evidence supporting the amounts and disclosures in the
  financial
    statements, assessing the accounting principles used and significant
    estimates made by management, and evaluating the overall financial
  statement
    presentation.   We believe that our audits provide a reasonable basis
  for
    the opinion expressed above.
  
    As discussed in Note 2, the Company, effective January 1, 1994,
  adopted
    Statement of Financial Accounting Standards No. 115, "Accounting for
  Certain
    Investments in Debt and Equity Securities."
  
    /S/ Price Waterhouse LLP
  <PAGE>
  <TABLE>
  <CAPTION>
  
                         BANNER LIFE INSURANCE COMPANY
      (an ultimate wholly-owned subsidiary of Legal & General Group Plc)
                          CONSOLIDATED BALANCE SHEETS
                                  (in 000's)
  
                                                                  
  December 31,
  <S>                                                           1996       
       1995
  ASSETS                                                        <C>        
       <C>
  Investments:
    Fixed maturities:
      Available-for-sale, at market (amortized cost $1,397,210
       and $1,334,453)                                          $1,404,492 
       $1,401,147     
      Held-to-maturity, at amortized cost (market $191,489
       and $170,526)                                            190,877    
       164,195        
      Equity securities, available-for-sale, at market
       (amortized cost  $1,220 and $1,543)                      2,292      
       2,878          
      Mortgage loans                                            1,251      
       1,574          
      Policy loans                                              131,676    
       129,070        
      Other invested assets                                     398        
       398            
         Total investments                                      1,730,986  
       1,699,262      
  Cash and cash equivalents                                     106,843    
       153,315        
  Accrued investment income                                     25,229     
       25,582         
  Reinsurance recoverable                                       18,246     
       25,420         
  Property and equipment                                        6,080      
       6,762          
  Deferred policy acquisition costs                             195,067    
       148,803        
  Value of business in force                                    101,640    
       101,457        
  Goodwill and other intangibles                                37,846     
       39,787         
  Separate account assets                                       36,698     
       23,933         
  Other assets                                                  1,485      
       8,632          
    Total assets                                                $2,260,120 
       $2,232,953     
  
  LIABILITIES
  Life policy reserves                                          $  
  280,732      $   286,510    
  Policy account balances                                       1,394,931  
       1,369,483      
  Accident and health reserves                                  1,200      
       1,353          
  Unearned revenue reserve                                      3,209      
       3,682          
  Claim reserves                                                36,514     
       42,678         
  Deferred Federal income taxes                                 47,289     
       49,580         
  Accounts payable and accrued expenses                         5,742      
       8,333          
  Reinsurance ceded                                             6,956      
       7,811          
  Separate account liabilities                                  36,698     
       23,933         
  Other liabilities                                             28,732     
       28,859         
    Total liabilities                                           1,842,003  
       1,822,222      
  
  SHAREHOLDER'S EQUITY
  Common stock, $1 par value - 2,500,000 shares authorized, issued and
    outstanding                                                 2,500      
       2,500          
  Additional paid-in capital                                    233,659    
       233,659        
  Net unrealized investment gains                               2,210      
       15,800         
  Retained Earnings                                             179,748    
       158,772        
    Total shareholder's equity                                  418,117    
       410,731        
    Total liabilities and shareholder's equity                  $2,260,120 
       $2,232,953     
  <FN>
  The accompanying notes are an integral part of these financial
  statements.
  </FN>
  </TABLE>
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
                        BANNER LIFE INSURANCE COMPANY
      (an ultimate wholly-owned subsidiary of Legal & General Group Plc)
                      CONSOLIDATED STATEMENTS OF INCOME
                                  (in 000's)
                                                      For the Year Ended
  December 31,
                                                         1996         
  1995         1994
  <S>                                                     <C>           
  <C>          <C>
  Insurance revenues:
     Life insurance premiums                              $ 39,386       $
  38,678     $41,855     
     Universal life and investment product policy charges 50,863        
  51,619       46,663      
     Accident and health premiums                         277           
  382          425         
  Net investment income                                   121,563       
  122,610      117,300     
  Reinsurance allowance                                   12,137        
  11,347       12,170      
  Realized investment gains                               11,430        
  18,264       974       
  Other income                                            1,028         
  726          1,229     
     Total revenue                                        236,684       
  243,626      220,616   
  
  BENEFITS AND EXPENSES
  Benefits to policyholders and beneficiaries
     Life insurance benefits                              44,376        
  57,247       53,745      
     Universal life and investment product benefits       100,802       
  98,072       84,850      
     Accident and health benefits                         1,468         
  415          439         
  Change in policy and other reserves:
     Life                                                 (10,778)      
  (13,527)     (5,851)     
     Accident and health                                  (153)         
  (62)         (42)        
  Commissions                                             36,705        
  40,087       46,588      
  Expenses and taxes                                      38,547        
  46,601       42,270      
  Increase in deferred policy acquisition costs           (22,166)      
  (17,725)     (31,179)    
  Amortization of value of business in force              14,391        
  5,532        1,010       
  Amortization of goodwill and other intangibles          1,941         
  1,941        1,941       
            Total benefits and expenses                   205,133       
  218,581      193,771     
  
  Operating income before Federal income taxes            31,551        
  25,045       26,845      
  
  Provision for Federal income taxes:
         Current                                          5,451         
  7,017        337         
         Deferred                                         5,124         
  1,382        8,715         
            Total provision for Federal income taxes      10,575        
  8,399        9,052         
  
  Net income                                              $20,976       
  $16,646      $17,793       
  <FN>
  The accompanying notes are an integral part of these financial
  statements.
  </FN>
  </TABLE>
  <PAGE>
  <TABLE>
  <CAPTION>
  
                         BANNER LIFE INSURANCE COMPANY
                     (an ultimate wholly-owned subsidiary
                         of Legal & General Group Plc)
                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (in 000's)
  
         
                                                      Net
                                          Additional  Unrealized           
         Total
                                Common    Paid in     Investment    
  Retained     Shareholder's
                                 Stock    Capital    Gains (Losses) 
  Earnings       Equity
  <S>                             <C>       <C>        <C>           <C>   
          <C>
  
  Balance at December 31, 1993    $2,500    $233,165   $1,107       
  $130,633       $367,405
  Net income                                                        
  17,793         17,793
  Effect of adoption of SFAS 115
       on January 1, 1994                              7,056               
          7,056
  Dividend payment to parent                                        
  (6,300)        (6,300)
  Change in net unrealized
  (depreciation) on investments                        (18,663)            
          (18,663)
  
  Balance at December 31, 1994    2,500     233,165    (10,500)     
  142,126        367,291
  Net income                                                        
  16,646         16,646
  Shawfield, Inc. merger                    494                            
          494
  Change in net unrealized
   investment gains (losses)                           26,300              
          26,300
  
  Balance at December 31, 1995    2,500     233,659    15,800       
  158,772        410,731
  Net income                                                        
  20,976         20,976
  Change in net unrealized
   investment gains (losses)                           (13,590)            
          (13,590)
  
  Balance at December 31, 1996    $2,500    $233,659   $2,210       
  $179,748       $418,117
  
  <FN>
  The accompanying notes are an integral part of these financial
  statements.
  </FN>
  </TABLE>
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
                           BANNER LIFE INSURANCE COMPANY
    (an ultimate wholly-owned subsidiary of Legal & General Group Plc)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in 000's)
  
         
                                                        Year ended
  December 31,
                                                         1996         
  1995         1994
  <S>                                                    <C>           <C> 
          <C>
  Cash flows from operating activities:
     Net income                                          $20,976      
  $16,646      $17,793   
     Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                     19,211       
  10,729       5,965     
       Realized investment gains                         (11,430)     
  (18,264)     (974)     
       Provision for deferred Federal income taxes       5,124        
  1,382        8,715      
       Decrease (increase) in accrued investment income  353          
  1,367        (2,178)    
       Increase in deferred policy acquisition costs     (22,166)     
  (17,725)     (31,179)   
       Decrease (increase) in other assets               14,325       
  (4,684)      2,846      
       Increase in reserves                              12,880       
  80,667       110,594    
       (Decrease) increase in accounts payable and other
       liabilities                                       (3,581)      
  12,645       (1,109)    
       Total adjustments                                 14,716       
  66,117       92,680     
  
  Net cash provided by operating activities              35,692       
  82,763       110,473    
  
  Cash flows from investing activities:
     Proceeds from sale of securities                    5,503,134    
  2,625,802    84,501     
     Maturities of securities                            465          
  8,415        36,400     
     Purchases of securities                             (5,582,917)  
  (2,612,530)  (189,628)  
     Purchases of property and equipment, net            (240)        
  (823)        (525)      
     (Increase) decrease in policy loans                 (2,606)      
  1,295        (2,669)     
  
  Net cash (used in) provided by investing activities    (82,164)     
  22,159       (71,921)    
  
  Cash flows from financing activities:
       Dividend paid to parent                           -             -   
          (6,300)     
       Capital Contribution - Shawfield, Inc. merger     -             494 
          -           
  Net cash provided by (used in) financing activities    -             494 
          (6,300)     
  
  Net (decrease)increase in cash and cash equivalents    (46,472)     
  105,416      32,252      
  Cash and cash equivalents at beginning of year         153,315      
  47,899       15,647       
  
  Cash and cash equivalents at end of year               $   106,843   $ 
  153,315   $  47,899     
  
  <FN>
  The accompanying notes are an integral part of these financial
  statements.
  </FN>
  </TABLE>
      
  <PAGE>
                    BANNER LIFE INSURANCE COMPANY
                 (an ultimate wholly-owned subsidiary
                    of Legal & General Group Plc)
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
  
  NOTE 1 - ORGANIZATION AND DESCRIPTION OF OPERATIONS
  
  Banner Life Insurance Company (the Company) is a wholly-owned subsidiary
  of
  Legal & General America, Inc. (Legal & General America), which, in turn,
  is an ultimate wholly-owned subsidiary of
  Legal & General Group Plc (Legal & General).
  
  On December 31, 1995, the Company's parent, Legal & General Life
  Insurance
  Company of America, Inc. (Legal & General Life), merged with its parent
  Legal & General
  America, Inc., a Delaware corporation.  Legal & General America now owns
  all
  outstanding shares of Banner.  Full control of Legal & General America
  ultimately resides with Legal & General.
  Legal & General was founded in 1836 and is a United Kingdom company with
  primary insurance activities in pension, accident, life and general
  insurance.
  
  The Company operates predominantly in the individual traditional life,
  universal life and annuity markets of the life insurance industry and
  has
  two wholly-owned subsidiaries:  William Penn Life Insurance Company of
  New York (William Penn New York)and Group Concepts, Inc. (Group
  Concepts)
  which in turn wholly-owns Banner Financial Services Group, Inc.  The
  Company
  and its life insurance subsidiary, William Penn New York, on a combined 
  basis are licensed to transact business in every state except Maine.
  
  On September 30, 1996, two wholly-owned subsidiaries of the Company,
  European
  Life Insurance Company and First British American Life Insurance
  Company,
  were dissolved.  The assets of the dissolved companies were distributed
  to 
  the Company.
  
  On December 31, 1995, Shawfield, Inc. (an ultimate wholly-owned
  subsidiary
  of Legal & General) was merged into Group Concepts.  The merger is
  expected
  to provide additional operating and investment opportunities to the
  Company.
  Shawfield's income and net assets in 1995 and 1994 were immaterial.
  
  NOTE 2 - SIGNIFICANT ACCOUNTING PRACTICES
  
  The significant accounting policies followed by the Company and its
  consolidated subsidiaries are described below.
  
  Basis of Financial Reporting
  
  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 statement
  and the reported amounts of revenues and expenses during the reporting
  period.
  Actual results could differ from those estimates.
  <PAGE>
     
  The accompanying financial statements have been prepared in accordance
  with
  generally accepted accounting principles.  These accounting principles
  differ
  in many respects from the statutory accounting practices applicable to
  the
  Company and its life subsidiaries which are prescribed or permitted by
  regulatory authorities and are primarily designed to demonstrate
  solvency.
  Under statutory reporting practices, statutory capital and surplus of
  the
  Company, including equity investments in subsidiaries, at December 31,
  1996
  and 1995 was $129,888,000 and $95,277,000 respectively.  Statutory net
  income
  of the Company was $31,103,000, $11,981,000 and $2,081,000 for the years
  ended December 31, 1996, 1995 and 1994, respectively.
  
  The maximum amount of dividends that may be paid by State of Maryland
  insurance companies to shareholders without prior approval of the
  Insurance
  Commissioner is subject to restrictions relating to statutory capital
  and
  surplus and statutory gains from operations.  The maximum dividend
  payout
  which may be made in 1997 without prior approval is $32,473,000.
      
  Regulatory risk-based capital rules require a specified level of capital
  depending on the types and quality of investments held, the types of
  business
  written and the types of liabilities maintained.  Depending on the ratio
  of
  an insurer's surplus to its risk-based capital, the insurer could be
  subject
  to various regulatory actions ranging from increased scrutiny to
  conservatorship.  The Company's risk-based capital ratios for 1996 and
  1995
  are significantly above the regulatory action levels.
  
  Basis of Consolidation
  
  The consolidated financial statements include the accounts of the
  Company
  and its subsidiaries.  All significant intercompany accounts and
  transactions
  have been eliminated.
  
  Investments
  
  At January 1, 1994, the Company adopted Statement of Financial
  Accounting
  Standards No. 115, "Accounting for Certain Investments in Debt and
  Equity
  Securities," which expanded the use of fair value accounting for those
  securities that a company does not have positive intent and ability to
  hold
  to maturity.  Accordingly, fixed maturities (comprised of bonds and
  redeemable preferred stocks) which the Company has both the ability and
  intent to hold to maturity are stated at amortized cost. Fixed
  maturities and
  equity securities which have been identified as available for sale are
  reported at fair value.  Unrealized holding gains or losses for the
  securities
  classified as available for sale are reported in shareholder's equity,
  net of
  the effect of the gains or losses on deferred acquisition costs and
  value of
  business in force, as well as net of deferred Federal income tax.  Fixed
  maturities reported at amortized cost are reduced to estimated net
  realizable
  value when necessary for impairments in value considered to be other
  than
  temporary.  Implementation of this statement increased shareholder's
  equity
  by $7,056,000, net of deferred policy acquisition costs, value of
  business in force and deferred Federal income tax.
  
  Mortgage loans on real estate are stated at unpaid balances adjusted for
  amortization of discount. Policy loans are carried at the aggregate of
  unpaid
  balances with interest.  Prepayment assumptions for loan-backed bonds
  and
  structured securities were obtained from broker-dealer survey values or
  internal estimates.  These are consistent with the current interest rate
  and economic environment.
  <PAGE>
  Interest on bonds and policy loans is recorded as income when it is
  earned.
  Purchase premium or discount is amortized over the life of the
  investment
  utilizing the effective interest method.  Realized gains and losses are
  reported as a component of revenue based upon specific identification of
  the
  investments sold.  When impairment of the value of an investment is
  considered
  other than temporary, the decrease in value is reported as a realized
  investment loss and a new cost basis is established.
  
  Cash Equivalents
  
  The Company considers short-term investments with original maturities of
  three
  months or less to be cash equivalents.
  
  Reinsurance
  
  In the normal course of business, the Company seeks to limit its
  exposure to
  loss on any single insured and to recover a portion of benefits paid by
  ceding reinsurance to other insurance enterprises or reinsurers under
  excess coverage and coinsurance contracts.
  
  Amounts paid or deemed to have been paid for reinsurance contracts are
  recorded as reinsurance receivables.  The cost of reinsurance related
  to long-duration contracts is accounted for over the life of the
  underlying
  reinsured policies using assumptions consistent with those used to
  account
  for the underlying policies.
  
  Property and Equipment
  
  Property and equipment is stated at cost less accumulated depreciation.
  Depreciation is charged to operations using the straight-line method
  over
  their estimated useful lives of twenty-five years for the Company's
  building
  and five to ten years for furniture, equipment and automobiles.  Gains
  and
  losses upon disposition are included in other operating income.
  
  Separate Accounts
  
  The separate account assets and liabilities reflected in the financial
  statements represent funds for which the holder of the policy or
  contract,
  rather than the Company, bears the investment risk.  These include
  separately
  administered group retirement annuity contracts, variable universal life
  and
  variable annuity products.  Such amounts are stated at market value.
  
  Deferred Policy Acquisition Costs
  
  The costs of acquiring new business, principally commissions, and
  certain policy underwriting and issue costs, all of which vary with and 
  are primarily related to the production of new business, have been
  deferred.
  
  Deferred policy acquisition costs for traditional life policies are
  amortized
  through the use of factors in a manner which charges each year's
  operations
  with costs in proportion to the receipt of policy premiums.  The factors
  were
  developed consistent with the same assumptions as to interest, mortality
  and withdrawals used in computing the liability for future policy
  benefits.
  <PAGE>
  Deferred policy acquisition costs for universal life-type and
  investment-type
  policies are amortized in relation to the present value of estimated
  gross
  profits from the related contracts.  The Company annually performs
  analyses 
  of actual experience on each block of business with respect to interest
  rates,
  mortality, terminations and expenses, and adjusts the amortization and
  the assets accordingly.
     
  The Company incurred and deferred total policy acquisition costs of
  $46,832,000, $40,214,000, and $42,628,000 for the years ended December
  31,
  1996, 1995 and 1994, respectively.  The related amortization expense was
  $24,666,000, $22,489,000, and $11,449,000 in 1996, 1995 and 1994,
  respectively.
      
  Value of Business in Force
  
  The value of business in force represents the remaining unamortized
  portion
  of actuarially determined fair market values of blocks of business,
  including
  the Company's original block of business, valued at acquisition date.
  
  Amortization of the value of business in force for traditional life
  blocks of
  business is based on factors developed using the defined valuation
  premium
  method to estimate the value of business in force at durations
  subsequent to
  the purchase date.  The value of business in force for the interest
  sensitive
  blocks of business is amortized in relation to the present value of
  estimated
  gross profits from the related purchased blocks of business.  The
  Company
  annually performs analyses of actual experience on each block of
  business 
  with respect to interest rates, mortality, terminations and expenses,
  and 
  adjusts the amortization and the value of business in force accordingly.
  
  
  Goodwill and Other Intangibles
     
  Goodwill represents the excess of acquisition cost over the net fair
  value
  of assets acquired and liabilities assumed in the acquisition of the
  Company's
  subsidiaries.  Goodwill and other intangible assets are amortized 
  by the straight-line method over the periods ranging from 5 to 40 years. 
  
  On a periodic basis, the Compnay estimates the future undiscounted cash
  flows
  of the businesses to which goodwill relates, in order to ensure that the
  carrying value of goodwill has not been impaired.  Accumulated
  amortization
  was $26,783,000 and $24,842,000 as of December 31, 1996 and 1995,
  respectively.
      
  Reserve for Life Policies
  
  The reserve for individual traditional life policies is primarily
  computed
  utilizing the net level premium method based upon assumptions regarding
  interest rates, mortality and withdrawals, including provisions for
  unfavorable deviations from such assumptions.  Level interest rates of
  9.0%,
  7.0% or 6.25% for certain products are assumed for all years
  of issue.  For all other products, a graded scale is assumed which
  begins at
  rates ranging from 8.5% to 10.0% and grades to rates ranging from 7.0%
  to
  8.0% over periods of five to twenty years.  Mortality assumptions are
  based
  on multiples of the 1965 - 1970 and 1975 - 1980 select and ultimate
  tables.
  The multiples vary with the characteristics of the risks assumed and are
  adjusted for non-smoker mortality where applicable.
  <PAGE>
  The reserves for universal life-type policies consist primarily of the
  accumulated policy account balances computed utilizing the retrospective
  deposit method based upon policy account values as defined in the
  contracts
  before surrender charges.
  
  Recognition of Premium Revenue and Costs
  
  For individual traditional life policies, premiums are recognized as
  income
  when due.  Benefits and expenses associated with such premiums are
  allocated
  over the life of the policies.  This allocation is accomplished by means
  of
  the reserving method and the amortization of deferred policy acquisition
  costs.
  
  For universal life-type policies, revenues are generally recognized as
  mortality, expense and surrender charges and are assessed against
  universal
  life-type policyholder account balances, while excess policy loads are
  earned
  over the life of the policy.  For annuity contracts, revenues are
  recognized
  as policy loads and expense charges are assessed against annuity
  contract holder account balances.  Benefits expense consists of interest
  credited to the policy account balances and benefit claims incurred in
  excess of policy account balances.  Such expenses are recognized as
  incurred.
  
  Claim reserves include amounts for claims in course of settlement and
  claims
  incurred but not reported.
  
  Unearned Revenue Reserve
  
  Amounts assessed against policyholder account balances as front-load
  charges
  are accounted for as unearned revenues and are credited to income in the
  same
  manner as deferred policy acquisition costs are amortized.
  
  Income Taxes
  
  The Company accounts for certain income and expense items differently
  for
  financial reporting and income tax purposes.  Deferred tax assets and
  liabilities
  are determined based on the difference between the financial statement
  and tax
  bases of assets and liabilities using enacted tax rates and laws.
  
  Reclassification
  
  Certain prior year amounts were reclassified to conform to current year 
  presentation.
  
  
  NOTE 3 - REINSURANCE
     
  During 1996, the Company increased its retention limit from $200,000 to 
  $250,000 for each life insured.  Business purchased from Monarch is
  currently 
  subject to retention limits up to $400,000, although a spread loss
  reinsurance
  treaty (coinsurance basis) is in effect, which reduces the net liability
  to a $200,000 retention limit.
      
  <PAGE>
  The principal reinsurance treaties of William Penn New York function to
  distribute the risk among William Penn New York and the reinsurance pool
  members, of the first dollar of insurance issued up to a retention limit
  of $250,000.  These risks are ceded principally under treaties with
  pools
  each consisting of four or five reinsurance companies.  The universal
  life
  products are reinsured on a yearly renewable term basis while the term
  insurance products are reinsured on a coinsurance basis.  Each five
  member
  and four member pool functions to share proportionately in the
  reinsurance at
  16.67% and 20% of the policy face amount up to William Penn New York's
  retention limit and at 20% and 25% of the policy face amount in excess
  of
  William Penn New York's retention limit, respectively.
     
  Reinsurance contracts do not relieve the Company from its obligations to
  policyholders.  Failure of reinsurers to honor their obligations could
  result
  in losses to the Company; consequently, allowances are established for
  amounts deemed uncollectible.  The Company evaluates the financial
  condition
  of its reinsurers and monitors concentrations of credit risk arising
  from
  similar geographic regions, activities or economic characteristics of
  the
  reinsurers to minimize its exposure to significant losses from
  reinsurers'
  insolvencies.  Reinsurance recoverables with a carrying value of $18.2
  million
  and $25.4 million were associated with five reinsurers who compose 57%
  and 
  68% of all reinsurance activities of the Company at December 31, 1996
  and 1995,
  respectively. The Company holds collateral under related reinsurance 
  agreements in the form of letters of credits and trust agreements
  totaling 
  $110.5 million that can be drawn on for amounts that remain unpaid for
  more
  than 120 days.
  
  Approximately 63%, 64% and 64% of the amount of life insurance in force
  at
  December 31, 1996, 1995 and 1994, respectively, was reinsured.
  
  The effect of reinsurance on premiums earned and benefits incurred for
  the
  years ended December 31, 1996, 1995 and 1994 are as follows (in 000's):
  
                                                    Year Ended December
  31,
                                                1996       1995       
  1994
  Direct premiums and amounts assessed against
   policyholders                             $172,412     $169,497   
  $164,123 
  Reinsurance assumed                           (841)          907      
  1,001 
  Reinsurance ceded                          (81,045)      (79,725)   
  (76,181)
       Net premiums                         $  90,526    $  90,679   $ 
  88,943 
  
  Direct benefits paid and assessed against
   policyholders                             $201,176     $216,934   
  $190,581 
  Reinsurance assumed                             133           80        
  170 
  Reinsurance ceded                          (54,663)     (61,280)   
  (51,717) 
            Net benefits                     $146,646     $155,734   
  $139,034 
      
  <PAGE>
  NOTE 4 - INVESTMENTS
  
  The sources of net investment income are summarized as follows (in
  000's):
     
                                             Year Ended December 31,
                                           1996        1995          1994
  Investment income:
    Fixed maturities                    $108,321      $111,052    $108,218 
      
    Equity securities                        156           517         302 
         
    Mortgage loans                           131           154         211 
         
    Policy loans                           8,365         8,202       8,540 
         
    Short-term investments                 6,080         4,663       1,581 
         
    Other                                     52            80          29 
            
  
  Gross investment income                123,106       124,668     118,881 
     
  Less investment expense                (1,543)       (2,058)     (1,581) 
     
  
  Net investment income                 $121,563      $122,610    $117,300 
     
  
  
  Investment gains (losses) are summarized as follows (in 000's):
                                             Year Ended December 31,
                                           1996        1995          1994
  
  Realized investment gains (losses)
     Fixed maturities                  $  10,974      $ 18,127 $       708 
     
     Equity securities                       468           182         278 
     
       Other                                (12)          (45)        (12) 
     
  Gross realized investment gains      $  11,430     $  18,264 $       974 
     
  
  Net unrealized investment gains (losses), included in the consolidated 
  balance sheets as a component of equity, and the changes for
  corresponding
  years, are summarized as follows (in 000's):
                                           1996        1995          1994
  
  Balance, beginning of year             $15,800     $(10,500)     $ 1,107 
   
  
  Change in net unrealized investment gains (losses):
     Fixed maturities                  $(59,427)      $139,725   $(71,595) 
     Equity securities                     (251)           370       (713) 
     
                                        (59,678)       140,095    (72,308) 
     
  
  Changes in net unrealized investment gains (losses)
  attributable to:
     Deferred policy acquisition costs    24,098      (59,797)      31,692 
     
     Value of business in force           14,575      (39,807)      22,764 
     
     Deferred Federal income taxes         7,415      (14,191)       6,245 
  
  Total change in net unrealized 
  investment gains (losses)            $(13,590)      $ 26,300   $(11,607) 
  
  Balance, end of year                 $   2,210      $ 15,800   $(10,500) 
  <PAGE>
  The following tables provide additional information relating to fixed
  maturities
  and equity securities (in 000's):
  
  <TABLE>
  <CAPTION>
  
  December 31, 1996                               Gross          Gross
  Fixed maturities:              Amortized     Unrealized     Unrealized   
   Estimated
  Held-to-Maturity:                  Cost          Gains          Losses   
       Fair Value
  <S>                             <C>               <C>           <C>      
     <C>
  Mortgage-backed                 $85,265           $858          $(561)   
     $85,562
  
  Corporate                       54,862            870           (551)    
     55,181
  
  U.S. Treasury securities and
   U.S. government and
   agency securities              47,235            439           (715)    
     46,959
  
  Foreign governments             3,339             199           -        
     3,538
  
  Redeemable preferred stock      176               73            -        
     249
  
  Total held-to-maturity          $190,877          $2,439        $(1,827) 
     $191,489
  
  Available-for-sale:
  Mortgage-backed                 122,263           374           (1,248)  
     121,389
  
  Corporate                       1,124,273         15,349        (7,463)  
     1,132,159
  
  U.S. Treasury securities and
   U.S. government and
   agency securities              111,145           512           (683)    
     110,974
  
  Foreign governments             39,529            748           (307)    
     39,970
  
  Total available-for-sale        $1,397,210        $16,983       $(9,701) 
     $1,404,492
  
  Equity securities:               
  Common stock                    $425              $190          -        
     $615
  Preferred Stock                 795               882           -        
     1,677
  Total equity securities         $1,220            $1,072        $-       
     $2,292
  
  </TABLE>
  <PAGE>
      
  <TABLE>
  <CAPTION>
  
  December 31, 1995                               Gross          Gross
  Fixed maturities:              Amortized     Unrealized     Unrealized   
   Estimated
  Held-to-Maturity:                  Cost          Gains          Losses   
       Fair Value
  <S>                             <C>               <C>           <C>      
     <C>
  Mortgage-backed                 $95,801           $2,587        $(28)    
     $98,360
  
  Corporate                       37,893            1,812         -        
     39,705
  
  U.S. Treasury securities and
   U.S. government and
   agency securities              26,988            1,538         -        
     28,526
  
  Foreign governments             3,338             339           -        
     3,677
  
  Redeemable preferred stock      175               83            -        
     258
  
  Total held-to-maturity          $164,195          $6,359        $(28)    
     $170,526
  
  Available-for-sale:
  Mortgage-backed                 $87,469           1,535         (132)    
     $88,872
  
  Corporate                       1,120,807         59,734        (189)    
     1,180,352
  
  U.S. Treasury securities and
   U.S. government and
   agency securities              82,599            2,500         (23)     
     85,076
  
  Foreign governments             43,578            3,309         (40)     
     46,847
  
  Total available-for-sale        $1,334,453        $67,078       $(384)   
     $1,401,147
  
  Equity securities:               
  Common stock                    $375              $-            $-       
     $375
  Preferred Stock                 1,168             1,335         -        
     2,503
  Total equity securities         $1,543            $1,335        $-       
     $2,878
  
  </TABLE>
  
  The contractual maturity of debt securities at December 31, 1996 is
  shown
  below (in 000's):
     
  <TABLE>
  <CAPTION>
                                           Held-to-Maturity                
    Available-for-sale
                                          Amortized       Estimated      
  Amortized       Estimated
                                            Cost          Fair Value       
  Cost          Fair Value
  <S>                                      <C>           <C>           
  <C>             <C>
  Due in one year or less                  $-            $-            
  $15,984         $16,021
  Due after one year through five years    1,999         2,013         
  482,542         485,273
  Due after five years through ten years   85,292        86,021        
  541,141         543,003
  Due after ten years                      103,586       103,455       
  357,543         360,195
  
  Total                                    $190,877      $191,489      
  $1,397,210      $1,404,492
  </TABLE>
  <PAGE>
      
  Actual maturities may differ from contractual maturities because
  borrowers may
  have the right to call or prepay obligations with or without call of
  prepayment
  penalties.
     
  The proceeds from sales of investments held-to-maturity of $11,052,000, 
  $19,113,000 and $2,793,000 in 1996, 1995 and 1994, respectively,
  were generated by mortgage-backed security pay downs in 1996.
  Proceeds from these sales in 1995 and 1994 were generated by $1,358,000
  and $1,756,000, respectively, of involuntary call activity, $1,702,000 
  and $1,037,000, respectively, of mortgage-backed security paydowns and
  $8,415,000 of matured securities in 1995.  No gross gains were realized
  on 
  these sales in 1996. Gross gains of $492,000 and $477,000 were realized
  in 
  1995 and 1994, respectively.  The securities had an amortized cost of 
  $11,052,000, $18,621,000 and $2,316,000 in 1996, 1995 and 1994,
  respectively.
  On November 30, 1995, the Company transferred $247,182,000 of securities
  classified as held-to-maturity to the available-for-sale portfolio.  
  As a result, unrealized gains on fixed maturities increased by
  $16,853,000
  in 1995.
  
  Proceeds from sales of investments in debt securities classified as
  available-for-sale were $1,895,233,000, $2,142,146,000 and $77,589,000 
  in 1996, 1995 and 1994, respectively.  Gross gains of $25,397,000, 
  $26,237,000 and $913,000 and gross losses of $10,703,000, $9,594,000
  and $568,000 were realized on these sales in 1996, 1995 and 1994,
  respectively.
  
  Proceeds from the sales of debt securities classified as trading were
  $3,365,152,000 and $238,457,000 in 1996 and 1995, respectively.  Gross
  gains
  of $4,725,000 and $1,226,000 and gross losses of $7,557,000 and $234,000
  were realized on these sales in 1996 and 1995, respectively.  No
  proceeds 
  from the sales of debt securities were classified as trading in 1994.
  
  Proceeds from sales of all other securities were $2,113,040,000,
  $1,415,600,000
  and $4,119,000 in 1996, 1995 and 1994, respectively, comprised primarily
  of short term investments.  Gross gains of $468,000, $182,000 and
  $278,000 
  were realized on these sales in 1996, 1995 and 1994, respectively.
      
  NOTE 5 - FINANCIAL INSTRUMENTS
  
  Fair Values of Financial Instruments
  
  Cash and cash equivalents: The carrying amount approximates fair value
  because of the short maturity of those instruments.
  
  Fixed-income securities: The fair values of fixed income securities are
  estimated based on quoted market prices for those or similar
  instruments.
  When there is no quoted market price, estimates of fair value are based
  on
  quotes from industry recognized rating services.  Estimated fair values
  of
  these instruments are contained in Note 4 to the financial statements.
  
  Equity securities: The fair values are estimated based principally on
  quoted
  market prices.  These securities are carried at fair value.
  
  Mortgage loans: The carrying amount approximates fair value, because the
  average interest rates on outstanding balances are similar to current
  market
  rates.
  
  Policy loans: Policy loans are issued with varying interest rates,
  depending
  on the terms of the insurance policies.  Future cash flows are uncertain
  and
  difficult to predict.  Accordingly, it was not practicable to estimate
  fair
  value of policy loans.
  <PAGE>
  Investment contracts: The carrying amount of $442,087,000 approximates
  fair
  values.  The fair value of annuities in the payout phase is assumed to
  be
  the present value of the anticipated cash flows discounted at current
  interest rates.  The fair value of annuities in the accumulation phase
  is
  assumed to be the contract holders' account value less surrender charge.
  
  Financial Instruments with Off-Balance Sheet Risk
     
  In 1996 and 1995, the Company entered into forward purchase contracts
  for
  mortgage-backed securities which provide for future receipt of
  securities
  at specified prices.  The contracts are then closed prior to settlement
  without taking delivery of the securities.  These instruments are
  treated
  as off-balance sheet items.  No cash is required at inception, and the
  cash
  required at settlement is the notional value. The contract does not
  require
  collateral.  Risk arises from the potential inability of counterparties
  to
  perform under the terms of the contracts and from changes in securities'
  values and interest rates. Changes in unrealized gains and losses on
  these
  contracts are included in earnings, with corresponding offsetting
  amounts
  reflected as assets or liabilities.
  
  At December 31, 1996, the Company had open forward purchase contracts
  for
  mortgage-backed securities which had a notional (contract) value of $75
  million at an average price of $99.33.  Net trading gains for 1996
  related to forward purchase contracts was $298,000, including a $506,000
  unrealized loss at December 31, 1996.
      
  At December 31, 1995, the Company had open forward purchase contracts
  for
  mortgage-backed securities which had a notional (contract) value of $70
  million at an average price of $101.03 (for Banner Life securities) and
  $100.60 (for William Penn New York securities).  The open contracts were
  closed in January 1996 at a gain of $825,000.  Net trading gains for
  1995
  related to forward purchase contracts was $1,503,000 including $889,000,
  which was unrealized at December 31, 1995.
  
  NOTE 6 - FEDERAL INCOME TAXES
  
  The Company and its subsidiaries join in the filing of a life-nonlife
  consolidated Federal income tax return with Legal & General America.
  Each member in the consolidated return provides for income taxes under
  the provisions of an intercompany tax sharing agreement.  The tax
  sharing
  agreement provides that loss companies are given credit to the extent
  that
  such losses reduce the consolidated tax liability.  The utilization of
  operating losses of the nonlife companies are generally limited to
  thirty-five percent of the lesser of nonlife subgroup losses or current
  period life subgroup taxable income.  William Penn New York will become
  eligible to join the life-nonlife consolidated Federal income tax return
  in 1995.
  
  Deferred income taxes reflect the net tax effects of temporary
  differences
  between the carrying amounts of assets and liabilities for financial
  reporting purposes and the amounts used for income tax purposes.
  <PAGE>
  Significant components of the Company's deferred tax assets and
  liabilities
  as of December 31, 1996 and 1995 are as follows (in 000's):
  
     
                                                  1996            1995
  Deferred tax assets:
  Reserves                                        $(41,797)      
  $(43,209)
  Pension and compensation accruals                   (544)          
  (685)
  Net operating loss carryovers                    (13,552)       
  (17,000)
  Other, net                                        (5,704)        
  (2,439)
       Gross deferred tax assets                   (61,597)       
  (63,333) 
  
  Deferred tax liabilities:
       Insurance in force                          37,140           
  40,822 
       Policy acquisition costs deferred           52,149           
  45,378 
       Other, net                                   1,497            
  1,198 
       Valuation allowance                         17,000           
  17,000
       Gross deferred tax liabilities             107,786          
  104,398
  
  Net deferred tax liability before deferred       46,189           
  41,065
     tax on unrealized investment gains
  
  Deferred tax on unrealized investment gains       1,100            
  8,515           
     
  Net deferred tax liability                      $47,289          
  $49,580           
      
  As discussed in Note 1, at December 31, 1995, Shawfield, Inc. was merged
  into
  Group Concepts. Shawfield, Inc. had net operating loss carryovers of
  approximately
  $50 million that are eligible to offset the future taxable income of
  Group
  Concepts and a deferred tax asset has been established for these loss
  carryovers.  It is expected that the loss carryovers will be utilized in
  future periods.  A valuation allowance has been established for these
  loss
  carryovers and will be reduced in future periods as such loss carryovers
  are utilized.
  
  The difference between the provision for income taxes and the amount of
  income tax determined by applying the applicable U.S. statutory Federal
  income tax rate to pre-tax income is due to the nondeductible expenses
  and the expenses related to acquisition activities, none of which are
  material in amount.
     
  Income taxes paid by the Company during 1996, 1995 and 1994 were
  $3,500,000,
  $2,700,000 and $1,400,000 respectively.
      
  <PAGE>
  NOTE 7 - EMPLOYEE BENEFIT PLANS
  
  Legal & General America maintains a non-contributory defined benefit
  pension
  plan (the Plan) covering substantially all full-time employees of the
  Company.
     
  Benefits under the Plan are based on years of service and compensation
  levels.
  The funding policies of the Plan are to contribute amounts that meet
  minimum
  funding requirements, but which do not exceed the maximum funding limits
  as
  currently determined under applicable tax regulations.  The Plan has
  reached
  its funding limitation and, accordingly, the Company made no
  contribution to
  the Plan in 1996, 1995 and 1994.
  
  The following table sets forth the consolidated funded status of the
  Plan at
  January 1, 1996 and 1995 and the amount of prepaid pension cost included
  in
  the accompanying balance sheets at December 31, 1996 and 1995  (in
  000's):
  
                                                        1996           
  1995
  Actuarial present value of periodic benefit obligations:
  
    Vested                                              $7,106       
  $6,441    
    Nonvested                                              351          
  340    
  
        Accumulated benefit obligation                  $7,457       
  $6,781    
  
  Projected benefit obligation                          $8,010       
  $7,351    
  Plan assets at fair value                              9,450        
  8,105    
  
  Excess of Plan assets over projected benefit 
  obligation                                             1,440          
  754    
  Unrecognized prior service cost                        (150)        
  (171)       
  Unrecognized net gain                                (1,091)         
  (50)       
  Unrecognized portion of net transition assets          (398)        
  (518)         
  
  (Accrued)/prepaid pension cost included in 
  other assets                                          $(199)          
  $15         
  <PAGE>
  The consolidated net periodic pension cost for the Plan in 1996, 1995
  and
  1994 included the following components (in 000's):
  
                                          Year Ended December 31,
                                          1996             1995           
  1994     
  Service cost                           $450             $347           
  $379    
  Interest cost                           540              493            
  438    
  Actual return on plan assets           (634)            (580)          
  (546)                
  Net amortization                       (142)            (142)          
  (142)                
  
  Pension cost                           $214             $118           
  $129                 
  
  The assumptions used in the accounting for the Plan were as follows:
  
                                            1996           1995         
  1994  
  Discount rate                             7.25%         7.25%        
  7.50% 
  Rate of increase in compensation          6.00%         6.00%        
  6.00% 
  Expected long-term return on Plan assets  8.00%         8.00%        
  8.00% 
      
  
  The Company administers the pension plan funds for the group of
  companies.
  The Plan's assets are generally invested in U.S. Government securities,
  listed common stocks and investment-grade corporate bonds.  The assets
  and
  liabilities of the Plan are included in the accompanying balance sheets
  as a component of separate account assets and liabilities.
     
  Legal & General America also maintains a voluntary defined contribution
  thrift plan (the thrift plan) available to substantially all eligible
  employees
  of the Company with one year of employment and 1,000 hours of service. 
  Employees'
  contributions, up to the maximum of 6% of their defined compensation,
  were
  matched 100% by the Company in 1996, 1995 and 1994.  The Company's
  contributions to the plan are charged to expense and amounted to
  $413,000, $505,000,
  and $454,000 in 1996, 1995 and 1994, respectively.
      
  NOTE 8 - COMMITMENTS
     
  William Penn New York entered into an operating lease effective March
  1992.
  The lease contains escalation provisions for operating expenses and
  taxes
  of four percent per year after 1993 and two renewable option terms of
  five
  years each.  The base lease terminates in 2002.  Annual rent expense
  incurred was $1,123,000, $1,065,000 and $1,047,000 in 1996 and 1995 and
  1994, respectively.
  Future minimum lease payments under the noncancellable operating
  lease are as follows (in 000's):
  
                      1997                    1,163
                      1998                    1,205
                      1999                    1,248
                      2000                    1,293
                      2001                    1,340
                      Thereafter                174
  
                      Total                  $6,423
      
  <PAGE>
  NOTE 9 - RELATED PARTY TRANSACTIONS AND PARENT COMPANY ACTIVITIES
  
  Notes receivable from affiliates, included in Other assets in the
  accompanying financial statements, include the following:
     
  <TABLE>
  <CAPTION>
                                                                       
  December 31,
                                                                   1996    
           1995
  <S>                                                             <C>      
        <C>
  Banner Life:
    Note receivable from Legal & General America,
      due December 1999 with interest at 7.8%,
      collateralized by the Legal & General Data Center          
  $1,600,000      $1,600,000
    Accrued interest                                                
  673,060         508,590
      Total                                                      
  $2,273,060      $2,108,590
  </TABLE>
  The Company had a net intercompany payable to affiliates of $287,000 at
  December 31, 1996 and a net intercompany receivable of $4,837,000 from
  affiliates
  at December 31, 1995.
  
  The Company paid cash dividends to its former parent company, Legal &
  General Life,
  totaling $6,300,000 on December 30, 1994.
  
  The Company allocated $441,000, $561,000 and $541,000 of general and
  administrative expenses to Legal & General America in 1996, 1995 and
  1994,
  respectively.  Legal & General America allocated $9,402,000, $12,003,000
  and
  $10,807,000 of general and administrative expenses to the Company in
  1996, 1995 and 1994, respectively.
      
  NOTE 10 - CONTINGENCIES
  
  In 1995, the Company, exclusive of its subsidiaries, was party to a
  purported 
  class action suit alleging that the Company through one general agency, 
  misrepresented its universal life insurance policies as investment
  products to
  elderly consumers.  The case was settled in 1996 and full refunds of
  premium
  plus interest and certain incidental expenses were paid to certain
  qualifying
  policyowners.  Pre-tax costs incurred for premium refunds and associated
  legal costs totaled $3.9 million.
  <PAGE>
  
       APPENDIX A - Illustrations of Death Benefits and Values
  
  The following tables contain examples illustrating how the Account
  Values,
  Cash Surrender Values, and Death Benefits of a Policy may change with
  the
  investment experience of the Fund.  The tables show how the Account
  Values,
  Cash Surrender Values, and Death Benefits of a Policy issued to male
  and female Insureds, age 45, in the preferred risk classification who
  pay
  the given premium annually would vary over time, also assuming a
  $100,000
  Specified Amount, for either Benefit Option, if the investment return on
  the assets held in each Portfolio of the Fund were a uniform, gross,
  after-tax
  annual rate of 0%, 8%, or 12%.  The Values and Death Benefits would be
  different from those shown if the gross annual investment rates of
  return
  averaged 0%, 8%, and 12% over a period of years, but fluctuated above
  and
  below those averages for individual Policy Years.
  
  The second column of the tables shows the value of the premiums paid
  accumulated at 5% interest. The following columns show the Account
  Values,
  Cash Surrender Values, and Death Benefits for uniform hypothetical rates
  of
  return shown in these tables.  The tables illustrate both the current
  cost
  of insurance, mortality and expense risk, and administrative charges,
  and the
  maximum cost of insurance, mortality and expense risk, and
  administrative
  charges.  The tables also reflect the 2.5% premium tax charge.
  
  The amounts shown reflect the fact that the net investment return of the
  Investment Divisions is lower than the gross, after-tax return of the
  assets
  held in the Fund as a result of expenses paid by the Fund and charges
  levied
  against the Sub-Accounts.  The values shown assume that a Policyowner
  maintains
  Account Values in equal proportion among the seven portfolios of the
  Fund, and
  they take into account an average of the daily investment management fee
  currently paid by each Portfolio of the Fund (which is assumed to be
  equivalent
  to an annual rate of .59% of the aggregate average daily net assets of
  the
  Fund), the average of the actual, historical operating expenses incurred
  by
  the Fund (which were at an annual rate of .18% for the year ended
  December 31,
  1996 ), the daily charge by Banner Life to each Sub-Account for assuming
  mortality and expense risks (which is equivalent to an annual rate of
  0.75%),
  the monthly deduction for cost of insurance and the monthly deduction
  for
  administration expenses.
  
  Taking into account the current mortality and expense risk charge of
  .75% and
  the charge for investment management fees from the fund, the illustrated
  gross
  annual investment rates of return of 0%, 8%, and 12%, correspond to
  approximate net annual rates of  -1.52%, 6.48% and 10.48%, respectively;
  using the maximum or guaranteed mortality and expense risk charge of
  .90%,
  the figures are -1.67%, 6.33% and 10.33%.
  
  The hypothetical values shown in the tables do not reflect charges for
  any
  federal income tax burden attributable to the Variable Account, since
  Banner
  Life is not currently making such charges. However, such charges may be
  made
  in the future and, in that event, the gross annual investment rate
  of return would have to exceed 0%, 8%, or 12% by an amount sufficient to
  cover the tax charges in order to produce the values illustrated.
  (See Federal Tax Matters.)
  
  The tables illustrate the values that would result based upon the
  hypothetical
  investment rates of return if only the indicated premium is paid
  annually, and
  if no Policy loans have been made.  Illustrated values would be
  different if
  the proposed Insured were another age, sex, or risk classification.
  
  Upon request, Banner Life will provide a comparable illustration based
  upon the
  proposed Insured's age and the initial Death Benefit requested.  After
  purchasing a Policy, Policyowners will be assessed a fee of $25 for any
  illustration requested in excess of the one allowed free each year.
  <PAGE>
  <TABLE>
  <CAPTION>
     
              BANNER LIFE INSURANCE COMPANY                                
                     
              ROCKVILLE, MARYLAND 20850                                    
                   
  
                   MALE ISSUE AGE 45                                       
                   
     SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION A                         
                    
          PREFERRED UNDERWRITING CLASS                                     
                
     CURRENT COST OF INSURANCE AND EXPENSE CHARGES                         
                  
  
    VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF
  RETURN OF
                  Premiums                     0% <F1><F2>                 
         8% <F1><F2>                       12% <F1><F2>
        End of   Accumulated                     Cash                      
           Cash                                Cash
        Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
         Year    Per Year<F1>        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       2,139.90          1,543         848     101,543      
  1,682         987     101,682       1,752       1,057     101,752
          2       4,386.80          3,042       2,347     103,042      
  3,452       2,757     103,452       3,665       2,970     103,665
          3       6,746.03          4,495       3,801     104,495      
  5,312       4,618     105,312       5,755       5,060     105,755
          4       9,223.24          5,903       5,208     105,903      
  7,268       6,574     107,268       8,038       7,344     108,038
          5      11,824.30          7,263       6,568     107,263      
  9,324       8,629     109,324      10,533       9,839     110,533
          6      14,555.41          8,572       8,017     108,572     
  11,482      10,927     111,482      13,258      12,702     113,258
          7      17,423.08          9,829       9,412     109,829     
  13,745      13,328     113,745      16,233      15,816     116,233
          8      20,434.14         11,027      10,749     111,027     
  16,115      15,837     116,115      19,478      19,200     119,478
          9      23,595.74         12,164      12,025     112,164     
  18,592      18,453     118,592      23,017      22,878     123,017
         10      26,915.43         13,235      13,235     113,235     
  21,179      21,179     121,179      26,876      26,876     126,876
         15      46,175.97         17,491      17,491     117,491     
  35,868      35,868     135,868      52,087      52,087     152,087
         20      70,757.84         19,170      19,170     119,170     
  53,264      53,264     153,264      90,624      90,624     190,624
         25     102,131.22         16,692      16,692     116,692     
  72,222      72,222     172,222     148,744     148,744     248,744
         30     142,172.49          7,571       7,571     107,571     
  90,003      90,003     190,003     235,516     235,516     335,516
         35     193,276.43              0           0           0    
  100,497     100,497     200,497     363,290     363,290     463,290
         40     258,499.44              0           0           0     
  93,705      93,705     193,705     550,858     550,858     650,858
         45     341,742.36              0           0           0     
  50,737      50,737     150,737     823,769     823,769     923,769
         50     447,983.78              0           0           0          
  0           0           0   1,224,507   1,224,507   1,324,507
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
                      BANNER LIFE INSURANCE COMPANY                        
                             
                      ROCKVILLE, MARYLAND 20850                            
                           
  
                      MALE ISSUE AGE 45                                    
                      
               SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION A               
                              
                      PREFERRED UNDERWRITING CLASS                         
                            
               GUARANTEED COST OF INSURANCE AND EXPENSE CHARGES            
                               
  
         VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT
  RATES OF RETURN OF
  
                   Premiums                     0% <F1><F2>                
          8% <F1><F2>                       12% <F1><F2>
         End of   Accumulated                     Cash                     
            Cash                                Cash
        Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
         Year    Per Year (1)        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       2,139.90          1,473         778     101,473      
  1,609         915     101,609       1,678         983     101,678
          2       4,386.80          2,894       2,199     102,894      
  3,292       2,597     103,292       3,499       2,804     103,499
          3       6,746.03          4,261       3,567     104,261      
  5,050       4,355     105,050       5,477       4,782     105,477
          4       9,223.24          5,573       4,879     105,573      
  6,884       6,190     106,884       7,624       6,930     107,624
          5      11,824.30          6,828       6,133     106,828      
  8,798       8,104     108,798       9,956       9,261     109,956
          6      14,555.41          8,020       7,464     108,020     
  10,791      10,235     110,791      12,484      11,929     112,484
          7      17,423.08          9,146       8,729     109,146     
  12,861      12,444     112,861      15,225      14,808     115,225
          8      20,434.14         10,200       9,922     110,200     
  15,006      14,728     115,006      18,191      17,913     118,191
          9      23,595.74         11,174      11,035     111,174     
  17,223      17,084     117,223      21,398      21,259     121,398
         10      26,915.43         12,064      12,064     112,064     
  19,508      19,508     119,508      24,864      24,864     124,864
         15      46,175.97         15,027      15,027     115,027     
  31,836      31,836     131,836      46,793      46,793     146,793
         20      70,757.84         14,627      14,627     114,627     
  44,841      44,841     144,841      78,539      78,539     178,539
         25     102,131.22          8,900       8,900     108,900     
  56,063      56,063     156,063     123,373     123,373     223,373
         30     142,172.49              0           0           0     
  60,449      60,449     160,449     184,830     184,830     284,830
         35     193,276.43              0           0           0     
  47,974      47,974     147,974     265,223     265,223     365,223
         40     258,499.44              0           0           0      
  2,799       2,799     102,799     366,189     366,189     466,189
         45     341,742.36              0           0           0          
  0           0           0     482,946     482,946     582,946
         50     447,983.78              0           0           0          
  0           0           0     607,508     607,508     707,508
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  
                    BANNER LIFE INSURANCE COMPANY                          
                           
                    ROCKVILLE, MARYLAND 20850                              
                         
  
                    MALE ISSUE AGE 45                                      
                    
          SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION B                    
                         
                    PREFERRED UNDERWRITING CLASS                           
                          
          CURRENT COST OF INSURANCE AND EXPENSE CHARGES                    
                       
  
   VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF
  RETURN OF
  
                  Premiums                     0% <F1><F2>                 
         8% <F1><F2>                       12% <F1><F2>
        End of   Accumulated                     Cash                      
           Cash                                Cash
        Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
         Year    Per Year (1)        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       2,139.90          1,548         854     100,000      
  1,688         993     100,000       1,758       1,063     100,000
          2       4,386.80          3,058       2,363     100,000      
  3,470       2,775     100,000       3,684       2,990     100,000
          3       6,746.03          4,528       3,833     100,000      
  5,351       4,656     100,000       5,798       5,103     100,000
          4       9,223.24          5,958       5,263     100,000      
  7,338       6,643     100,000       8,117       7,422     100,000
          5      11,824.30          7,347       6,652     100,000      
  9,437       8,742     100,000      10,663       9,969     100,000
          6      14,555.41          8,694       8,138     100,000     
  11,654      11,098     100,000      13,461      12,905     100,000
          7      17,423.08          9,996       9,579     100,000     
  13,994      13,577     100,000      16,535      16,118     100,000
          8      20,434.14         11,250      10,972     100,000     
  16,464      16,186     100,000      19,914      19,636     100,000
          9      23,595.74         12,453      12,314     100,000     
  19,070      18,931     100,000      23,629      23,490     100,000
         10      26,915.43         13,603      13,603     100,000     
  21,820      21,820     100,000      27,719      27,719     100,000
         15      46,175.97         18,479      18,479     100,000     
  38,125      38,125     100,000      55,507      55,507     100,000
         20      70,757.84         21,361      21,361     100,000     
  59,944      59,944     100,000     101,993     101,993     124,431
         25     102,131.22         20,982      20,982     100,000     
  90,451      90,451     104,923     177,495     177,495     205,894
         30     142,172.49         14,810      14,810     100,000    
  132,875     132,875     142,176     299,627     299,627     320,601
         35     193,276.43              0           0           0    
  190,676     190,676     200,210     499,123     499,123     524,079
         40     258,499.44              0           0           0    
  266,462     266,462     279,785     816,046     816,046     856,848
         45     341,742.36              0           0           0    
  363,038     363,038     381,190   1,308,489   1,308,489   1,373,913
         50     447,983.78              0           0           0    
  493,914     493,914     498,854   2,104,663   2,104,663   2,125,710
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  
                            BANNER LIFE INSURANCE COMPANY                  
                                   
                            ROCKVILLE, MARYLAND 20850                      
                                 
  
                            MALE ISSUE AGE 45                              
                            
                 SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION B             
                                
                            PREFERRED UNDERWRITING CLASS                   
                                  
                 GUARANTEED COST OF INSURANCE AND EXPENSE CHARGES          
                                 
  
    VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF
  RETURN OF
  
                  Premiums                     0% <F1><F2>                 
         8% <F1><F2>                       12% <F1><F2>
         End of   Accumulated                     Cash                     
            Cash                                Cash
         Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
          Year    Per Year (1)        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       2,139.90          1,479         784     100,000      
  1,616         921     100,000       1,684         990     100,000
          2       4,386.80          2,912       2,217     100,000      
  3,312       2,617     100,000       3,520       2,826     100,000
          3       6,746.03          4,297       3,602     100,000      
  5,092       4,398     100,000       5,524       4,829     100,000
          4       9,223.24          5,634       4,939     100,000      
  6,961       6,267     100,000       7,711       7,016     100,000
          5      11,824.30          6,921       6,226     100,000      
  8,924       8,229     100,000      10,100       9,405     100,000
          6      14,555.41          8,155       7,600     100,000     
  10,982      10,426     100,000      12,710      12,154     100,000
          7      17,423.08          9,333       8,916     100,000     
  13,139      12,722     100,000      15,563      15,146     100,000
          8      20,434.14         10,450      10,172     100,000     
  15,399      15,121     100,000      18,681      18,403     100,000
          9      23,595.74         11,500      11,361     100,000     
  17,763      17,624     100,000      22,090      21,951     100,000
         10      26,915.43         12,480      12,480     100,000     
  20,236      20,236     100,000      25,823      25,823     100,000
         15      46,175.97         16,169      16,169     100,000     
  34,471      34,471     100,000      50,802      50,802     100,000
         20      70,757.84         17,110      17,110     100,000     
  52,683      52,683     100,000      92,362      92,362     112,682
         25     102,131.22         13,401      13,401     100,000     
  77,245      77,245     100,000     159,727     159,727     185,283
         30     142,172.49            630         630     100,000    
  113,116     113,116     121,034     267,334     267,334     286,047
         35     193,276.43              0           0           0    
  161,975     161,975     170,074     441,501     441,501     463,576
         40     258,499.44              0           0           0    
  224,649     224,649     235,881     712,950     712,950     748,598
         45     341,742.36              0           0           0    
  301,931     301,931     317,028   1,123,421   1,123,421   1,179,592
         50     447,983.78              0           0           0    
  405,728     405,728     409,785   1,779,105   1,779,105   1,796,896
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  
                         BANNER LIFE INSURANCE COMPANY                     
                                
                         ROCKVILLE, MARYLAND 20850                         
                              
  
                         FEMALE ISSUE AGE 45                               
                           
                SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION A              
                               
                         PREFERRED UNDERWRITING CLASS                      
                               
                CURRENT COST OF INSURANCE AND EXPENSE CHARGES              
                             
  
     VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF
  RETURN OF
  
                  Premiums                     0% <F1><F2>                 
         8% <F1><F2>                       12% <F1><F2>
         End of   Accumulated                     Cash                     
            Cash                                Cash
         Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
          Year    Per Year (1)        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       1,821.75          1,291         676     101,291      
  1,409         794     101,409       1,468         852     101,468
          2       3,734.59          2,548       1,933     102,548      
  2,893       2,278     102,893       3,073       2,458     103,073
          3       5,743.07          3,769       3,154     103,769      
  4,456       3,841     104,456       4,829       4,214     104,829
          4       7,851.97          4,954       4,339     104,954      
  6,103       5,488     106,103       6,751       6,136     106,751
          5      10,066.32          6,102       5,487     106,102      
  7,837       7,221     107,837       8,854       8,239     108,854
          6      12,391.38          7,212       6,720     107,212      
  9,661       9,168     109,661      11,155      10,663     111,155
          7      14,832.70          8,282       7,913     108,282     
  11,579      11,210     111,579      13,673      13,304     113,673
          8      17,396.09          9,310       9,064     109,310     
  13,594      13,348     113,594      16,426      16,180     116,426
          9      20,087.64         10,293      10,170     110,293     
  15,710      15,587     115,710      19,438      19,315     119,438
         10      22,913.78         11,232      11,232     111,232     
  17,933      17,933     117,933      22,735      22,735     122,735
         15      39,310.75         15,291      15,291     115,291     
  30,907      30,907     130,907      44,650      44,650     144,650
         20      60,237.90         17,876      17,876     117,876     
  47,274      47,274     147,274      79,208      79,208     179,208
         25      86,946.84         17,885      17,885     117,885     
  66,798      66,798     166,798     132,934     132,934     232,934
         30     121,034.97         13,839      13,839     113,839     
  88,696      88,696     188,696     216,122     216,122     316,122
         35     164,541.02          1,771       1,771     101,771    
  108,696     108,696     208,696     342,212     342,212     442,212
         40     220,066.99              0           0           0    
  118,581     118,581     218,581     530,915     530,915     630,915
         45     290,933.76              0           0           0    
  100,762     100,762     200,762     808,054     808,054     908,054
         50     381,379.71              0           0           0     
  25,363      25,363     125,363   1,211,028   1,211,028   1,311,028
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  
                          BANNER LIFE INSURANCE COMPANY                    
                                 
                          ROCKVILLE, MARYLAND 20850                        
                               
  
                          FEMALE ISSUE AGE 45                              
                            
                 SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION A             
                                
                          PREFERRED UNDERWRITING CLASS                     
                                
                GUARANTEED COST OF INSURANCE AND EXPENSE CHARGES           
                                
  
     VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF
  RETURN OF
                  Premiums                     0% <F1><F2>                 
         8% <F1><F2>                       12% <F1><F2>
         End of   Accumulated                     Cash                     
            Cash                                Cash
         Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
          Year    Per Year (1)        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       1,821.75          1,226         611     101,226      
  1,341         725     101,341       1,398         783     101,398
          2       3,734.59          2,410       1,795     102,410      
  2,744       2,129     102,744       2,918       2,303     102,918
          3       5,743.07          3,552       2,937     103,552      
  4,213       3,598     104,213       4,571       3,956     104,571
          4       7,851.97          4,652       4,036     104,652      
  5,750       5,135     105,750       6,370       5,755     106,370
          5      10,066.32          5,706       5,090     105,706      
  7,356       6,741     107,356       8,326       7,711     108,326
          6      12,391.38          6,712       6,220     106,712      
  9,033       8,541     109,033      10,452       9,960     110,452
          7      14,832.70          7,669       7,300     107,669     
  10,782      10,413     110,782      12,763      12,394     112,763
          8      17,396.09          8,573       8,327     108,573     
  12,603      12,357     112,603      15,273      15,027     115,273
          9      20,087.64          9,420       9,297     109,420     
  14,495      14,372     114,495      17,998      17,875     117,998
         10      22,913.78         10,209      10,209     110,209     
  16,462      16,462     116,462      20,958      20,958     120,958
         15      39,310.75         13,294      13,294     113,294     
  27,554      27,554     127,554      40,195      40,195     140,195
         20      60,237.90         14,481      14,481     114,481     
  40,666      40,666     140,666      69,501      69,501     169,501
         25      86,946.84         12,403      12,403     112,403     
  54,660      54,660     154,660     113,216     113,216     213,216
         30     121,034.97          5,103       5,103     105,103     
  67,261      67,261     167,261     177,703     177,703     277,703
         35     164,541.02              0           0           0     
  71,117      71,117     171,117     268,692     268,692     368,692
         40     220,066.99              0           0           0     
  53,054      53,054     153,054     392,274     392,274     492,274
         45     290,933.76              0           0           0          
  0           0           0     549,395     549,395     649,395
         50     381,379.71              0           0           0          
  0           0           0     734,159     734,159     834,159
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  
                        BANNER LIFE INSURANCE COMPANY                      
                               
                        ROCKVILLE, MARYLAND 20850                          
                             
  
                        FEMALE ISSUE AGE 45                                
                          
               SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION B               
                              
                        PREFERRED UNDERWRITING CLASS                       
                              
               CURRENT COST OF INSURANCE AND EXPENSE CHARGES               
                            
  
     VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF
  RETURN OF
                  Premiums                     0% <F1><F2>                 
         8% <F1><F2>                       12% <F1><F2>
         End of   Accumulated                     Cash                     
            Cash                                Cash
         Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
          Year    Per Year (1)        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       1,821.75          1,295         680     100,000      
  1,413         798     100,000       1,472         857     100,000
          2       3,734.59          2,560       1,945     100,000      
  2,907       2,291     100,000       3,088       2,472     100,000
          3       5,743.07          3,793       3,177     100,000      
  4,485       3,870     100,000       4,860       4,245     100,000
          4       7,851.97          4,994       4,379     100,000      
  6,154       5,539     100,000       6,808       6,193     100,000
          5      10,066.32          6,164       5,549     100,000      
  7,919       7,304     100,000       8,949       8,333     100,000
          6      12,391.38          7,300       6,808     100,000      
  9,785       9,293     100,000      11,302      10,809     100,000
          7      14,832.70          8,402       8,033     100,000     
  11,758      11,388     100,000      13,890      13,520     100,000
          8      17,396.09          9,468       9,222     100,000     
  13,843      13,596     100,000      16,736      16,490     100,000
          9      20,087.64         10,496      10,373     100,000     
  16,047      15,924     100,000      19,869      19,746     100,000
         10      22,913.78         11,488      11,488     100,000     
  18,379      18,379     100,000      23,323      23,323     100,000
         15      39,310.75         15,926      15,926     100,000     
  32,362      32,362     100,000      46,856      46,856     100,000
         20      60,237.90         19,189      19,189     100,000     
  51,242      51,242     100,000      86,177      86,177     105,135
         25      86,946.84         20,410      20,410     100,000     
  77,098      77,098     100,000     150,994     150,994     175,153
         30     121,034.97         18,299      18,299     100,000    
  113,769     113,769     121,733     256,595     256,595     274,556
         35     164,541.02          8,663       8,663     100,000    
  163,906     163,906     172,101     429,317     429,317     450,783
         40     220,066.99              0           0           0    
  230,301     230,301     241,816     706,060     706,060     741,363
         45     290,933.76              0           0           0    
  315,756     315,756     331,544   1,139,840   1,139,840   1,196,832
         50     381,379.71              0           0           0    
  430,719     430,719     435,026   1,839,080   1,839,080   1,857,471
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  
                          BANNER LIFE INSURANCE COMPANY                    
                                 
                          ROCKVILLE, MARYLAND 20850                        
                               
  
                          FEMALE ISSUE AGE 45                              
                            
              SPECIFIED AMOUNT: $100,000 - BENEFIT OPTION B                
                             
                          PREFERRED UNDERWRITING CLASS                     
                                
              GUARANTEED COST OF INSURANCE AND EXPENSE CHARGES             
                              
  
     VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF
  RETURN OF
  
                  Premiums                     0% <F1><F2>                 
         8% <F1><F2>                       12% <F1><F2>
         End of   Accumulated                     Cash                     
            Cash                                Cash
         Policy  at 5% Interest      Account    Surrender    Death      
  Account     Surrender   Death       Account    Surrender    Death 
          Year    Per Year (1)        Value       Value     Benefit      
  Value       Value     Benefit       Value       Value     Benefit
  <S>    <C>    <C>                <C>         <C>        <C>         <C>  
        <C>         <C>       <C>         <C>         <C>                  
        
          1       1,821.75          1,230         615     100,000      
  1,345         730     100,000       1,403         788     100,000
          2       3,734.59          2,423       1,808     100,000      
  2,759       2,144     100,000       2,934       2,319     100,000
          3       5,743.07          3,579       2,963     100,000      
  4,245       3,629     100,000       4,606       3,991     100,000
          4       7,851.97          4,696       4,081     100,000      
  5,806       5,191     100,000       6,433       5,818     100,000
          5      10,066.32          5,774       5,158     100,000      
  7,447       6,832     100,000       8,431       7,816     100,000
          6      12,391.38          6,810       6,318     100,000      
  9,171       8,679     100,000      10,615      10,123     100,000
          7      14,832.70          7,803       7,434     100,000     
  10,981      10,612     100,000      13,005      12,636     100,000
          8      17,396.09          8,750       8,504     100,000     
  12,881      12,635     100,000      15,620      15,374     100,000
          9      20,087.64          9,648       9,525     100,000     
  14,873      14,750     100,000      18,483      18,360     100,000
         10      22,913.78         10,498      10,498     100,000     
  16,967      16,967     100,000      21,623      21,623     100,000
         15      39,310.75         14,025      14,025     100,000     
  29,242      29,242     100,000      42,763      42,763     100,000
         20      60,237.90         15,984      15,984     100,000     
  45,314      45,314     100,000      77,740      77,740     100,000
         25      86,946.84         15,174      15,174     100,000     
  66,640      66,640     100,000     135,635     135,635     157,337
         30     121,034.97          9,512       9,512     100,000     
  97,054      97,054     103,848     229,033     229,033     245,066
         35     164,541.02              0           0           0    
  139,678     139,678     146,662     380,454     380,454     399,477
         40     220,066.99              0           0           0    
  195,095     195,095     204,850     619,191     619,191     650,151
         45     290,933.76              0           0           0    
  264,378     264,378     277,597     984,518     984,518   1,033,744
         50     381,379.71              0           0           0    
  356,451     356,451     360,016   1,565,533   1,565,533   1,581,188
  
  </TABLE>
  [FN]
  <F1>
  (1) Assumes annual premium payments of $2,038 paid in full at beginning
  of each policy year.  The values would vary from those shown
  if the amount or frequency of payments varies.
  <F2>
  (2) Assumes that no policy loan or partial withdrawal has been made and
  no optional insurance riders have been selected.
  
  [FN]
  THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE ARE
  ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN
  MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON 
  A NUMBER OF FACTORS INCLUDING THE PREMIUM AND ACCOUNT VALUE ALLOCATIONS
  MADE BY THE OWNER AND THE DIFFERENT RATES OF RETURN OF
  THE PORTFOLIOS.  THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER
  VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
  IF ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 8% OR 12% OVER A
  PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
  FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS WERE ALLOCATED OR ACCOUNT
  VALUE TRANSFERRED TO THE GENERAL ACCOUNT.  NO REPRESENTATIONS
  CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
  ANY ONE YEAR OR SUSTAINED FOR ANY PERIOD OF TIME.
      
  <PAGE>

                 PART II UNDERTAKING TO FILE REPORTS
  
  
  Subject to the terms and conditions of Section 15(d) of the Securities
  Exchange Act of 1934, the undersigned registrant hereby undertakes to
  file
  with the Securities and Exchange Commission such supplementary and
  periodic
  information, documents and reports as may be prescribed by any rule or
  regulation of the Commission heretofore, or hereafter duly adopted
  pursuant to
  authority conferred in that section.
  
                         RULE 484 UNDERTAKING
  Insofar as indemnification for liability arising under the Securities
  Act of
  1933 may be permitted to directors, officers and controlling persons of
  the
  registrant pursuant to the foregoing provisions, or otherwise, the
  registrant
  as been advised that in the opinion of the Securities and Exchange
  Commission
  such indemnification is against public policy as expressed in the Act
  and is,
  therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of
  expenses
  incurred or paid by a director, officer, or controlling person of the
  registrant in the successful defense of any action, suit or proceeding)
  is
  asserted by such director, officer or controlling person in connection
  with
  the securities being registered, the registrant will, unless in the
  opinion of
  its counsel the matter has been settled by controlling precedent, submit
  to a
  court of appropriate jurisdiction the question whether such
  indemnification by
  it is against public policy as expressed in the Act and will be governed
  by
  final adjudication of such issue.
  
               REPRESENTATIONS PURSUANT TO RULE 6e-3(T)
  
  This filing is made pursuant to Rule 6c-3 and 6e-3(T) under the
  Investment
  Company Act of 1940.
  
  Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the
  Investment Company Act of 1940 with respect to the Policies described in
  the
  Prospectus.
  
  Registrant makes the following representations:
  
  (1)  Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.
  
  (2)  The level of mortality and expense risk charge is within the range
  of
       industry practice for comparable flexible premium variable life
       insurance policies.
  
  (3)  Registrant has concluded that there is a reasonable likelihood that
  the
       distribution financing arrangement of the Variable Account will
  benefit
       the Variable Account and Policyowners and will keep and make
  available
       to the Commission on request a memorandum setting forth the basis
  for
       this representation.
  
  (4)  The Variable Account will invest only in management investment
  companies
       which have undertaken to have a board of directors, a majority of
  whom
       are not interested persons of the company, formulate and approve
  any
       plan under Rule 12b-1 to finance distribution expenses.
  
  The methodology used to support the representation made in paragraph (2)
  above
  is based on an analysis of other flexible or scheduled premium policies
  registered under the Securities Act of 1933, including the level of
  other
  expense charges, uncertainties in terms of expense and mortality
  factors, and
  policy guarantees.  Registrant undertakes to keep and make available to
  the
  Commission on request the documents used to support the representation
  in
  paragraph (2) above.
  
  
                  CONTENTS OF REGISTRATION STATEMENT
  
  This amendment to the Registration Statement comprises the following
  Papers
  and Documents:
  
       The facing sheet
       The prospectus consisting of    Pages
       The undertaking to file reports
       The undertaking pursuant to Rule 484.
       Representations pursuant to Rule 6e-3(T)
       The signatures
       Written consents of the following persons:
  
            (a)  Mark A. Canter (included in Exhibit 3)
            (b)  David J. Orr (included in Exhibit 6)
            (c)  Price Waterhouse
  
       The following exhibits:
  
  1.   The following exhibits correspond to those required by paragraph A
  of
       the instructions as to exhibits in Form N-8B-2:
  
       (1)  Resolution of the Board of Directors of Banner Life Insurance
            Company establishing the Variable Account(1).
  
       (2)  Not Applicable.
  
       (3)  (a)  Proposed form of the Principal Underwriting Agreement (2)
            (b)  Form of General Agent Agreement (1) 
            (Cc) Commission schedule (included in Exhibit (3)(b)).
  
            
       (4)  Not Applicable.
  
       (5)  (a)  Policy form (3)
            (b)  Policy riders (4)
            (c)  Policy amendment (2)
  
       (6)  (a)  Certificate of Incorporation of Banner Life (1).
            (b)  By-Laws of Banner Life (1). 
            
       (7)  Not Applicable.
  
       (8)  (a)  Participation Agreement with Scudder Variable Life
                 Investment Fund (5).
            (c)  Reimbursement Agreement with Scudder, Stevens & Clark,
  Inc
                 (5). 
       (9)  Not Applicable.
  
       (10) Application form (3)
  
       (11) Memorandum describing Banner Life's issuance, transfer and
            redemption procedures for the Policy (3).
  
  2.   See Exhibit 1(5).
  
  3.   Opinion and Consent of Mark A. Canter, General Counsel of Banner
  Life
       (4)
  
  4.   No financial statements are omitted from the Prospectus pursuant to
       Instruction 1(b) or (c) of Part I.
  
  5.   Not applicable.
  
  6.   Opinion and consent of David J. Orr, FIA, Senior Vice President and
       Chief Actuary of Banner Life (4)
  
  7.   Consent of Price Waterhouse (4)
  
  8.   Power of Attorney (4).
  
  Notes:
  
  (1)  Filed with the initial filing of this Form S-6 Registration
  Statement
       (File No. 33-19236) on December 23, 1987
  
  (2)  Filed with pre-effective amendment no. 3 to this Form S-6
  Registration
       Statement (File No. 33-19236) on January 24, 1990.
  
  (3)  Filed with pre-effective amendment no. 2 to this Form S-6
  Registration
       Statement (File No. 33-19236) on August 22, 1989.
  
  (4)  Filed herewith.
  
  (5)  Filed with post-effective amendment no. 8 to Form S-6 on April 26,
  1995.
  <PAGE>
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant,
  Banner Life Variable Account, certifies that this amendment meets the
  requirements for effectiveness of this Registration Statement pursuant
  to Rule
  485(b) under the Securities Act of 1933 and has duly caused this 
  Post-Effective
  Amendment No. 8 to the Registration Statement to to be signed on its
  behalf by
  the undersigned thereunto duly authorized, and its seal to be hereunto
  affixed
  and attested, all in the City of Rockville, State of Maryland on the
  30th day 
  of April, 1997. 
  
                                Banner Life Variable Account
                                (Registrant)
  
  
  
                                By: Banner Life Insurance Company 
                                (Depositor)
  
  
  
  
  Attest: /s/ Edward J. Bove'        By: /s/ Mark A. Canter
    
                                David S. Lenaburg *
                                Chairman, President & Chief Executive
                                Officer
                                Banner Life Insurance Company
  
  
  
  
  * Signed by Mark A. Canter pursuant to a Power of Attorney signed by
  David S.
  Lenaburg on April 26, 1994 which was filed as an exhibit in 
  Pre-Effective Amendment 
  No. 1 to Form N-4 on June 24, 1994.
  <PAGE>
  
  
                              SIGNATURES
  
  
  Pursuant to the requirements of the Securities Act of 1933, Banner Life 
  Insurance Company certifies that this amendment meets the requirements
  for 
  effectiveness of this Registration Statement pursuant to Rule 485(b)
  under 
  the Securities Act of 1933 and has duly caused this Post-Effective
  Amendment 
  No. 8 to the Registration Statement to to be signed on its behalf by the 
  undersigned thereunto duly authorized, and its seal to be hereunto
  affixed 
  and attested, all in the City of Rockville, State of Maryland on the 
  30th day of April, 1997. 
  
                                Banner Life Insurance Company 
                                
  
  
  Attest: /s/ Edward J. Bove'        By: /s/ Mark A. Canter
    
                                     David S. Lenaburg *
                                     Chairman, President &
                                     Chief Executive Officer
                                     Banner Life Insurance Company
  
  
  
  Pursuant to the requirements of the Securities Act of 1933, this
  amendment to
  the Registration Statement has been signed below by the following
  Directors
  and Officers of Banner Life Insurance Company in the capacities and on 
  the dates indicated.
  
  Signature                Title                              Date
  
  
  
  /s/ Mark A. Canter     
  
  David S. Lenaburg *      Chairman, President &            April 30, 1997
                           Chief Executive Officer
  
  
  /s/ Gene R. Gilbertson
  Gene R. Gilbertson       Senior Vice President,CFO          April 30,
  1997
                           Treasurer and Director
  
  
  /s/ Dewey D. Goodrich, Jr
  Dewey D. Goodrich, Jr.   Director                           April 30,
  1997
  
  /s/ Bentti O. Hoiska 
  Bentti O. Hoiska         Director                           April 30,
  1997 
  
  
  /s/ Charles A. Lingaas
  Charles A. Lingaas       Senior Vice President              April 30,
  1997 
                           Administration and Director 
  
  /s/ David J. Orr
  David J. Orr             Senior Vice President              April 30,
  1997
                           Chief Actuary and Director
  
  /s/ Barbara A. Esau  
  Barbara A. Esau          Vice President and                 April 30,
  1997
                           Director
  ________________________________
  *Signed by Mark A. Canter pursuant to a Power of Attorney signed by
  David S.
  Lenaburg on April 26, 1994 which was filed as an exhibit in Pre-Effective 
  Amendment No. 1 to Form N-4 on June 24, 1994.
  <PAGE>
  
  
                         
  Exhibit Index
  
  
  Exhibit    Description of                                      
    No.         Exhibit                                          
  
  
  3. Opinion and Consent of Mark A. Canter, General Counsel of Banner Life 
  
  6. Opinion and consent of David J. Orr, FIA, Senior Vice President and
  Chief
     Actuary of Banner Life 
  
  7. Consent of Price Waterhouse
  
  
  

  
  
  
  
  
  
  April 29, 1997
  
  Banner Life Insurance Company
  1701 Research Boulevard
  Rockville, MD 20850
  
  Ladies and Gentlemen:
  
  With reference to the Post-Effective Amendment No. 8 to the Registration
  Statement on Form S-6 filed by Banner Life Insurance Company and its
  Variable
  Life Account with the Securities and Exchange Commission covering
  individual
  variable life insurance contracts, I have examined such documents and
  such law
  as I considered necessary and appropriate, and on the basis of such
  examination, it is my opinion that:
  
       1.   Banner Life Insurance Company is duly organized and validly
       existing under the laws of the state of Maryland and has been duly
       authorized to issue variable life insurance contracts by the
  Maryland
       Insurance Administration.
  
       2.   The individual variable life insurance contracts, when issued
  as
       contemplated by said Form S-6 Registration Statement Amendment,
  will
       constitute legal, validly issued and binding obligations of Banner
  Life
       Insurance Company.
  
  I hereby consent to the reference to my name under the caption "Legal
  Matters"
  in the Prospectus filed as part of the Form S-6 Registration Statement
  Amendment for the "Banner Life Variable Account."
  
  Sincerely,
  
  /s/ Mark A. Canter
  
  
  Mark A. Canter
  Vice President, Secretary
    & General Counsel
  
  <PAGE>
  
  
  April 29, 1997
  
  
  Re:  ACTUARIAL OPINION AND CONSENT
  
  Gentlemen:
  
  This opinion is furnished in connection with the registration of a
  flexible
  premium variable life insurance policy ("Policy") offered by Banner Life
  Insurance Company under the Securities Act of 1933, as amended.  The
  Prospectus included in Post-Effective Amendment No. 8 to the
  Registration
  Statement on Form S-6 (Registration No. 33-19236) describes the Policy.
  
  In my capacity as Senior Vice President and Chief Actuary of Banner Life
  Insurance Company, I have provided actuarial advice concerning the
  preparation
  of the policy form described in the Registration Statement, and I am
  familiar
  with the Registration Statement and Exhibits thereto.
  
  It is my professional opinion that:
  
       1.   The "sales load", as defined in paragraph (c)(4) of Rule 6e(T)
            under the Investment Company Act of 1940, as amended, shall
  not
            exceed 9 per centum of the sum of the guideline annual
  premiums
            that would be paid during the period equal to the lesser of 20
            years or the anticipated life expectancy of the named insured
            based on the 1980 Commissioners Standard Ordinary Non-smoker
  or
            Smoker Mortality Table.  The sales load on payments made in
  excess
            of such sum will not exceed 2.5 per centum.  The sales load
  will
            never exceed 30 per centum of the premiums paid in the first
  two
            years up to the guideline annual premium.
  
       2.   The proportionate amount of the sales load deducted from any
            payment during the policy period will not exceed the
  proportionate
            amount deducted from any prior payment during the policy
  period.
  
       3.   The illustrations of death benefits, cash values included in
            Appendix A of the Prospectus, based on the assumptions stated
  in
            the illustrations, are consistent with the provisions of the
            Policy.  The rate structure of the Policy has not been
  designed so
            as to make the relationship between premiums and benefits, as
            shown in the illustrations, appear more favorable to
  prospective
            Policy purchasers at other ages.
  
       4.   The information contained in the examples set forth in
  Appendix B
            of the Prospectus, based on the assumptions stated in the
            examples, is consistent with the provisions of the Policy.
  
  I hereby consent to the use of this opinion as an exhibit to Post-Effective
  Amendment No. 8 to the Registration Statement and to the reference to my
  name
  under the heading "Experts" in the Prospectus.
  
  Sincerely,
  
  
  /s/ David J. Orr
  
  David J. Orr,  F.I.A., M.A.A.A.
  Senior Vice President and
     Chief Actuary
  Banner Life Insurance Company
  <PAGE>
  
   
                  CONSENT OF INDEPENDENT ACCOUNTANTS
  
  We hereby consent to the use in the Prospectus constituting part of this
  Registration Statement on Form S-6 of our report dated February 10,
  1997,
  relating to the consolidated financial statements of Banner Life
  Insurance
  Company and of our report dated March 14, 1997 relating to the financial
  statements of Banner Life Variable Account, which appear in such
  Prospectus.
  We also consent to the references to us under the heading "Experts" in 
  such Prospectus.
  
  
  
  /s/ Price Waterhouse LLP
  
  PRICE WATERHOUSE LLP
  April 30, 1997
  
  
  
   


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