WRL SERIES ANNUITY ACCOUNT
497, 1998-11-05
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                       SUPPLEMENT DATED NOVEMBER 2, 1998
                                       TO
                          PROSPECTUS DATED MAY 1, 1998
                          WRL FREEDOM WEALTH CREATOR(SM)

For Contracts purchased after November 2, 1998, the following provisions apply.

The following  information  is added after the third  paragraph on page 3 of the
Prospectus under the heading "SUMMARY - Withdrawal Charge."

         For  Contracts  purchased as a Net Income Makeup  Charitable  Remainder
Unitrust  (NIMCRUT),  upon the  Surrender  or  partial  withdrawal  of  Purchase
Payments  paid  beyond the  Withdrawal  Charge  Period  shown on page 11 of this
Prospectus, no Withdrawal Charge will be imposed.

         Upon the partial  withdrawal of Purchase Payments within the Withdrawal
Charge  Period,  the  Withdrawal  Charge will equal the Purchase  Payments  paid
within the  Withdrawal  Charge  Period times the  applicable  Withdrawal  Charge
Percentage shown on page 11 of this Prospectus.  Once each calendar quarter, the
Owner may  withdraw  any  portion  of the  Annuity  Value in excess of the total
Purchase Payments made without paying a Withdrawal Charge.

         Upon the Surrender of Purchase  Payments  within the Withdrawal  Charge
Period,  the Withdrwawal Charge will equal the Purchase Payments paid within the
Withdrawal Charge Period times the applicable Withdrawal Charge Percentage shown
on page 11 of this Prospectus.  Upon Surrender, the Purchase Payments subject to
the  Withdrawal  Charge will not be reduced by any portion of the Annuity  Value
previously withdrawn which did not incur a Withdrawal Charge.

The following  information is added after the table on page 11 of the Prospectus
under the heading "CHARGES AND DEDUCTIONS - Withdrawal Charge."

         For NIMCRUT Contracts, upon Surrender or partial withdrawal of Purchase
Payments paid beyond the  Withdrawal  Charge  Period shown above,  no Withdrawal
Charge will be imposed.

         Upon the partial  withdrawal of Purchase Payments within the Withdrawal
Charge  Period,  the  Withdrawal  Charge will equal the Purchase  Payments  paid
within the  Withdrawal  Charge  Period times the  applicable  Withdrawal  Charge
Percentage shown above. Once each calendar  quarter,  the Owner may withdraw any
portion  of the  Annuity  Value in excess of the total  Purchase  Payments  made
without paying a Withdrawal Charge.

         Upon the Surrender of Purchase  Payments  within the Withdrawal  Charge
Period,  the Withdrawal  Charge will equal the Purchase Payments paid within the
Withdrawal Charge Period times the applicable Withdrawal Charge Percentage shown
above.  Upon Surrender,  the Purchase  Payments subject to the Withdrawal Charge
will not be reduced by any portion of the  Annuity  Value  previously  withdrawn
which did not incur a Withdrawal Charge.

The following is added at the end of the section entitled "FEDERAL TAX MATTERS -
Additional Considerations," on page 25 of the Prospectus.

6. Issues arising in connection with the ownership of certain  annuity  products
by  charitable  remainder  trusts are  currently  under  extensive  study by the
Service. A competent legal or tax advisor should be consulted in connection with
the  purchase  of the  Contract  by,  or the  transfer  of the  Contract  to,  a
charitable remainder trust.


WRL00013-11/98



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