SEPARATE ACCOUNT VA-2L OF TRANSAMERICA OCCIDENTAL LIFE INS C
497, 1996-11-13
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                                                      PROFILE

                                                      Of The

                                               DREYFUS/TRANSAMERICA
                                                 TRIPLE ADVANTAGE(R)

                                            VARIABLE AND FIXED ANNUITY
                                                     Issued by
                                           TRANSAMERICA OCCIDENTAL LIFE
                                                 INSURANCE COMPANY
                                                 November 1, 1996

                          This  Profile  is  a  summary  of  some  of  the  more
                          important  points  that you should  know and  consider
                          before purchasing a Contract.
                         The  Contract  is  more  fully  described  in the  full
                          Prospectus which accompanies this Profile. Please read
                          the Prospectus carefully.

1. The Annuity Contract. The Dreyfus/Transamerica Triple Advantage is a contract
between  you and  Transamerica  Occidental  Life  Insurance  Company  with  both
"variable" and "guaranteed"  investment options. In the Contract you can invest,
on a tax-deferred basis, in your choice of thirteen mutual funds  ("Portfolios")
in the Variable  Account or in the Guaranteed  Periods of the Fixed Account from
Transamerica.  You could lose money you invest in the Portfolios,  but you could
also  earn more  than  investing  in the  Fixed  Account  options.  Transamerica
guarantees the safety of money invested in the Fixed Account options.

         The Contract is a deferred annuity,  which means it has two phases: the
accumulation phase and the annuity phase.  During the accumulation phase you can
make additional purchase payments to the Contract, transfer your money among the
investment  options,  and withdraw some or all of your  investment.  During this
phase your earnings  accumulate  on a  tax-deferred  basis,  but if you withdraw
money some or all of it may be taxable.

         During the annuity phase  Transamerica  will make periodic  payments to
you out of your Contract's  Account Value. The dollar amount of the payments may
depend on the amount of money invested and earned during the accumulation  phase
(and other factors, such as age and sex).

2. The Annuity  Payments.  You can generally decide when to end the accumulation
phase and begin receiving  annuity  payments from  Transamerica.  You can choose
fixed annuity payments,  where the dollar amount of each payment generally stays
the same, or variable  payments that go up or down in dollar amount based on the
investment  performance  of the  Portfolios  you  select.  You can choose  among
payments for your  lifetime,  or payments  for the longer of your  lifetime or a
guaranteed  period of 10, 15, or 20 years, or payments for your lifetime and the
lifetime of another person.


<PAGE>




3. Purchasing a Contract.  Generally you must invest at least $5,000 to purchase
a Contract,  and then you can make more  investments of at least $500 each ($100
each if made  under  the  automatic  payment  plan and  deducted  from your bank
account).  You may cancel your Contract during the Free Look Period explained in
item 10 on page 5 of this Profile.

         The  Dreyfus/Transamerica  Triple  Advantage is designed for  long-term
tax-deferred accumulation of assets, generally for retirement or other long-term
goals.  People in high tax  brackets  get the most benefit from the tax deferral
feature.  You should  not make an  investment  in the  contract  for  short-term
purposes or if you cannot take the risk of losing some of your investment.

4. Investment Options.   VARIABLE ACCOUNT:  You can invest your contract in any
of the following thirteen Portfolios:

   Money Market                       Socially Responsible Growth
   Managed Assets                              Growth and Income
   Zero Coupon 2000                            International Equity
   Quality Bond                                International Value
   Small Cap                                   Disciplined Stock
   Capital Appreciation                        Small Company Stock
   Stock Index

         These Portfolios are described in their own prospectuses.  You can earn
or lose money in any of these Portfolios.

         FIXED ACCOUNT:  In most states,  you can also invest your Contract in a
Fixed Account option, where Transamerica  guarantees the principal invested plus
at least 3% interest.

5.       Expenses.  The Contract provides many benefits and features that you 
do not get with a regular mutual fund or CD investment, and it costs 
Transamerica money to provide these benefits, so there are charges in 
connection with this Contract.

         If you withdraw  your money  within seven years of investing  it, there
may be a withdrawal charge of up to 6% of the amount invested.

         Once each year we deduct an  account  fee of no more than $30 (there is
no fee if your contract value is over $50,000).

         Insurance  and  administrative  charges  of 1.40% per year are  charged
against your average daily value in the Variable Account. Fees are also deducted
by the  Portfolios'  managers,  which  vary from  0.25% to 1.00% per year of the
amounts in the Portfolios.



                                                         2

<PAGE>



         Finally,  there  might  be  premium  taxes  of  from 0 to  3.5% of your
investment on amounts you withdraw (depending on your state's law).

         The following  chart shows all of these charges (except premium taxes).
The $30 annual  account fee is included in the first column as a charge of 0.07%
of the  contract  value.  The  third  column is the sum of the  first  two.  The
examples in the last two columns show the total amounts you would be charged, in
dollars,  if you  invested  $1000,  the  investment  grew 5% each year,  and you
withdrew your entire  investment after one year or ten years.Year 1 includes the
withdrawal charge and year 10 does not.
<TABLE>
<CAPTION>

EXAMPLES:

                                                                                          Total                Total
Variable Account              Annual              Annual               Total              Expenses at          Expenses at
Portfolio/                    Insurance           Portfolio            Annual             end of 1             end of 10
Sub-Account                   Charges             Charges              Charges            Year                 Years

<S>                           <C>                 <C>                  <C>                <C>                  <C>    
Money Market                  1.47%               0.62%                2.09%              $73.93               $241.89

Managed Assets                1.47%               0.94%                2.41%              $76.95               $274.45

Zero Coupon 2000              1.47%               0.68%                2.15%              $74.50               $248.08

Quality Bond                  1.47%               0.81%                2.28%              $75.72               $261.36

Small Cap                     1.47%               0.83%                2.30%              $75.91               $263.38

Capital Appreciation          1.47%               0.85%                2.32%              $76.10               $265.40

Stock Index                   1.47%               0.39%                1.86%              $71.57               $217.78

Socially Responsible          1.47%               1.27%                2.74%              $80.05               $306.87

Growth & Income               1.47%               0.92%                2.39%              $76.76               $272.45

International Equity          1.47%               1.59%                3.06%              $83.04               $337.22

International Value           1.47%               1.50%                2.97%              $82.20               $328.79

Disciplined Stock             1.47%               1.00%                2.47%              $77.51               $280.43

Small Company                 1.47%               1.00%                2.47%              $77.51               $280.43

</TABLE>

The Annual Portfolio  Charges above may reflect expense  reimbursements  and fee
waivers by each Portfolio's  investment  advisers.  See the Variable Account Fee
Table  on  page  11  of  the  Triple  Advantage  prospectus  for  more  detailed
information.

6. Federal Income Taxes. Individuals generally are not taxed on increases in the
contract  value until a  distribution  occurs  (e.g.,  a  withdrawal  or annuity
payment) or is deemed to occur  (e.g.,  a pledge,  loan,  or  assignment  of the
contract).  If you  withdraw  money,  earnings  come out  first  and are  taxed.
Generally,   some  portion   (sometimes  all)  of  any  distribution  or  deemed
distribution is taxable as ordinary  income.  In some cases income taxes will be
withheld  from  distributions.  If you are  under  age 59 1/2 when you  withdraw
money, an

                                                         3

<PAGE>



additional 10% federal tax penalty may apply on the withdrawn earnings.

7. Access to Your Money. You can generally take money out at any time during the
accumulation  phase.  After the first year, there is a "Free Withdrawal  Amount"
that can be taken once a year, each year,  without a withdrawal charge. The Free
Withdrawal  Amount is at least 10% of  purchase  payments  that have been in the
contract  for at least one year and, in most  states,  the greater of (a) 15% of
the purchase  payments  that have been in the contract for at least one year, or
(b)  the  accumulated  earnings  on  your  purchase  payments,   not  previously
withdrawn. For other money withdrawn,  there may be a withdrawal charge of up to
6% of your purchase  payments,  but there is no withdrawal charge for money that
has been in the contract for seven years.  Each new purchase payment made to the
contract has its own seven year withdrawal  charge period. In certain cases, the
withdrawal  charge may be waived if you are in a hospital or nursing  home for a
long period.

You may have to pay taxes on amounts  you  withdraw  and there may also be a 10%
tax penalty if you make withdrawals before you are 59 1/2 years old.

If you  withdraw  money  from the fixed  account  option  prematurely,  you will
forfeit  some of the  interest  that you  earned  but will  always  receive  the
principal you invested plus 3% interest.

8. Past  Investment  Performance.  The value of the  money you  allocate  to the
Portfolio(s) will go up or down, depending on the investment  performance of the
Portfolios you pick. The following chart shows the past  investment  performance
on a year  by year  basis.  These  figures  have  already  been  reduced  by the
insurance charges,  the account fee, the fund manager's fee and all the expenses
of the mutual fund  portfolio.  But these figures do not include the  withdrawal
charge, which would reduce performance if it applied. Remember, past performance
is no guarantee of future performance or earnings.
<TABLE>
<CAPTION>

                                                   CALENDAR YEAR



SUB-ACCOUNT                  1995           1994           1993            1992           1991           1990           1989
- -----------                  ----           ----           ----            ----           ----           ----           ----

<S>                          <C>            <C>            <C>             <C>            <C>            <C>               
Money Market                 4.21%          3.00%          1.86%           2.71%          4.54%          1.99%*         N/A

Managed Assets               (0.48%)        (3.48%)        26.74%          (0.41%)        8.99%          1.38%*         N/A

Zero Coupon 2000             16.35%         (5.41%)        13.52%          7.29%          17.14%         6.28%*         N/A

Quality Bond                 18.91%         (6.17%)        13.66%          10.45%         12.47%         1.92%*         N/A

Small Cap                    28.84%         4.95%          65.77%          68.98%         156.07%        1.63%*         N/A

Capital Appreciation         32.82%         1.45%          5.64%**         N/A            N/A            N/A            N/A

Stock Index                  35.92%         (0.60%)        7.75%           5.55%          27.98%         (6.52%)        3.55%****

Socially Responsible         33.67%         (0.08%)        6.69%***        N/A            N/A            N/A            N/A



       4

<PAGE>



N/A58% and Income

International Equity         6.62%          N/A            N/A             N/A            N/A            N/A            N/A

International
Value*****                   N/A            N/A            N/A             N/A            N/A            N/A            N/A

Disciplined
Stock*****                   N/A            N/A            N/A             N/A            N/A            N/A            N/A

Small Company
Stock*****                   N/A            N/A            N/A             N/A            N/A            N/A            N/A

</TABLE>

  *       Inception (8-31-90).
**        Inception (4-5-93).
***       Inception (10-7-93).
****      Inception (9-29-89).
*****     Inception (5-1-96) no returns available.

9.  Death  Benefit.  If  you  die  during  the  accumulation  phase,  then  your
beneficiary  is  guaranteed by  Transamerica  to receive at least the amount you
invested (less any amounts you have already withdrawn),  even if your investment
has lost money  because of the  investment  performance  of the  Portfolios  you
picked.

          The death benefit will be the greatest of: (1), the Account Value; (2)
the Purchase Payments you've made, less any amounts you have withdrawn (less any
applicable premium taxes); or (3) a "seven-year step-up" death benefit, which is
the Account Value on any seven year anniversary of your purchase of the Contract
(adjusted for additional investments and withdrawals since that anniversary, and
less premium taxes).

            In  some  states,   your  death   benefit  will  be  at  least  your
investments,  less  withdrawals  and  premium  taxes,  compounded  at 5%  annual
effective interest rate (the 5% interest stops when you or the annuitant reaches
age 75, or when it has  doubled  the  amount of your  investment,  whichever  is
earlier).

10.       Other Information.  The Dreyfus/Transamerica Triple Advantage variable
annuity offers other features you might be interested in.  These features may 
not be available in all states and may not be suitable for your particular 
situation.  Some of these features include:

          FREE LOOK.  After you get your Contract,  you have ten days to look it
over and  decide if it is really  right  for you (this  period  may be longer in
certain  states).  If you  decide  not to keep the  Contract,  you can cancel it
during this period, and you will get back at least your full Account Value (this
may be more or less than your  investment),  and no  withdrawal  charge  will be
deducted.  Certain laws may require that if you cancel  during this period,  you
are entitled to get back your full  investment  (even if the contract  value has
gone down). If one of these laws apply, then during this "free look" period your
investment will be put in the Money Market  Portfolio (or the Fixed Account,  if
you chose that).


                                                         5

<PAGE>



      TELEPHONE TRANSFERS.  You can generally arrange to transfer money between
the investments in your contract by telephone.

          DOLLAR COST AVERAGING.  You can instruct Transamerica to automatically
transfer amounts from the Purchase Payments you allocated to the Money Market or
Quality Bond Sub-Accounts to any of the other  Sub-Accounts  each month.  Dollar
Cost  Averaging  is intended to give you a lower  average cost per share or unit
than a single one time investment.

          SYSTEMATIC  WITHDRAWAL  OPTION.  You can arrange to have  Transamerica
send  you  money  automatically  each  month  out of your  Contract  during  the
accumulation  phase. There are limits on the amounts,  but the withdrawal charge
will not apply (the payments may be taxable and subject to the penalty tax under
age 59 1/2 ).

          AUTOMATIC PAYOUT OPTION.  Certain pension and retirement plans require
that  certain  amounts be  distributed  from the plan at certain  ages.  You can
arrange to have such amounts distributed  automatically  during the accumulation
phase.

11.       INQUIRIES.   You can get more information and have your questions 
answered by writing or calling:

                  Transamerica Annuity Service Center
                  P.O. Box 31848
                  Charlotte, North Carolina 28231-1848
                  (800) 258-4260


                                                         6

<PAGE>

                                                   ["Front Green Cover"]


                                               


                                 PROSPECTUS FOR

                    DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE(R)
                      May 1, 1996, revised November 1, 1996

                          A Variable Annuity Issued by
                             Transamerica Occidental
                             Life Insurance Company

                         Including Fund Prospectuses for

                        DREYFUS VARIABLE INVESTMENT FUND
                                November 1, 1996
               THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
                                   May 1, 1996
                            DREYFUS STOCK INDEX FUND
                     May 1, 1996, revised September 1, 1996




<PAGE>



                    DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE(R)
                                VARIABLE ANNUITY
                                    Issued by
                     TRANSAMERICA OCCIDENTAL LIFE INSURANCE
                  COMPANY 1150 South Olive Street, Los Angeles,
                        California 90015, (213) 742-2111.

         This Prospectus  describes the  Dreyfus/Transamerica  Triple  Advantage
Variable  Annuity,  a  variable  annuity  contract  (the  "Contract")  issued by
Transamerica Occidental Life Insurance Company ("Transamerica"). The Contract is
designed to aid individuals in long-term  financial  planning and for retirement
or other long-term purposes.
         The Owner may allocate Purchase Payments to one or more Sub-Accounts of
Separate  Account VA- 2L (the "Variable  Account"),  to the available  Guarantee
Periods of the Fixed Account (which credit interest at guaranteed annual rates),
or to both.
         The Account Value,  except for amounts in the Fixed Account,  will vary
in accordance  with the  investment  performance  of the Portfolios in which the
selected  Sub-Accounts are invested.  The Owner bears the entire investment risk
under the Contract for all amounts  allocated to the Variable  Account.  Amounts
allocated  to the Fixed  Account  are  guaranteed  by  Transamerica  to accrue a
Guaranteed  Interest Rate if held for the entire  Guarantee Period chosen by the
Owner.  There is no  guaranteed or minimum  withdrawal  value for amounts in the
Variable  Account;  the Cash Surrender Value or Annuity Purchase Amount could be
less than the Purchase Payments invested in the Contract.
         This  Prospectus  sets forth the basic  information  that a prospective
investor should know before investing.  A "Statement of Additional  Information"
containing  more detailed  information  about the Contract is available  free by
writing Transamerica Occidental Life Insurance Company,  Annuity Service Center,
at P.O. Box 31848,  Charlotte,  North Carolina  28231-1848,  or by calling (800)
258-4260.  The Statement of Additional  Information,  which has the same date as
this  Prospectus,  as it may be  supplemented  from time to time, has been filed
with the  Securities  and  Exchange  Commission  and is  incorporated  herein by
reference.  The table of contents of the Statement of Additional  Information is
included at the end of this Prospectus.

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, 1996,
                            Revised November 1, 1996.
This Prospectus must be accompanied by current prospectuses for Dreyfus Variable
Investment Fund, Dreyfus Stock Index Fund, and The Dreyfus Socially  Responsible
Growth Fund, Inc.

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

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER,  SALESMAN, OR OTHER PERSON 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.
- -------------------------------------------------------------------------------

      An  investment  in the  Contract  is not a deposit  or  obligation  of, or
guaranteed or endorsed by, any bank,  nor is the Contract  federally  insured by
the Federal  Deposit  Insurance  Corporation,  the Federal  Reserve Board or any
other government  agency.  Investing in the Contract involves certain investment
risks, including possible loss of principal.


<PAGE>



         The  Contract  provides  for  monthly  Annuity  Payments  to be made by
Transamerica  on a fixed or a variable or  combination  of a fixed and  variable
basis for the life of the Annuitant or for some other  period,  beginning on the
first day of the month  following the Annuity Date selected by the Owner.  Prior
to the  Annuity  Date,  the Owner can  transfer  amounts  between  and among the
Guarantee  Periods of the Fixed  Account and the  Sub-Accounts  of the  Variable
Account.  Some prohibitions and restrictions apply. After the Annuity Date, some
transfers are permitted  among the  Sub-Accounts if the Owner selects a Variable
Annuity  Payment  Option.  Before the Annuity Date,  the Owner can also elect to
withdraw  all or a portion of the Cash  Surrender  Value in exchange  for a cash
payment from Transamerica;  however,  withdrawals may be subject to a Contingent
Deferred  Sales  Load,  premium  taxes,  federal  tax and/or a tax  penalty,  an
interest  adjustment (for Fixed Account  withdrawals)  and, upon surrender,  the
annual Account Fee may also be deducted.
         The Variable Account is divided into Sub-Accounts.  Each Sub-Account is
invested in shares of a specific  Portfolio.  Thirteen  Portfolios are currently
available for investment under the Contract:  the Money Market,  Managed Assets,
Zero Coupon 2000,  Quality Bond,  Small Cap,  Capital  Appreciation,  Growth and
Income,  International Equity, International Value, Disciplined Stock, and Small
Company Stock Portfolios of Dreyfus Variable  Investment Fund; the Dreyfus Stock
Index Fund; and The Dreyfus Socially  Responsible Growth Fund, Inc. Certain fees
and expenses are charged against the assets of each Portfolio. The Account Value
and the  amount  of any  variable  Annuity  Payments  will vary to  reflect  the
investment  performance  of the  Sub-Account(s)  selected  by the  Owner and the
deduction of the Contract charges  described under "Charges and Deductions" page
35.  For more  information  about the  Funds,  see "The  Funds"  page 21 and the
accompanying Funds' prospectuses.
         The Fixed Account is divided into Guarantee Periods,  each of which has
its own Guaranteed  Interest Rate and its own Expiration Date. Purchase Payments
allocated or Account Value  transferred  to the  Guarantee  Periods of the Fixed
Account  will be credited  with  interest of at least 3% per year.  Transamerica
may, in its discretion,  declare interest rates for Guarantee  Periods in excess
of the 3% minimum  annual rate; it is never  obligated to declare more than a 3%
annual rate.  Amounts  withdrawn or transferred from a Guarantee Period prior to
its Expiration Date will be subject to an interest  adjustment which will reduce
the interest credited to the 3% minimum rate. (See "The Fixed Account" page 24.)
         The Initial Purchase Payment for each Contract must be at least $5,000,
and generally each additional  Purchase Payment must be at least $500, unless an
automatic  payment  plan is  selected.  The prior  approval of  Transamerica  is
required  before it will accept  total  Purchase  Payments  for any  Contract in
excess of $1,000,000.
         The  Dreyfus/Transamerica  Triple  Advantage  Variable  Annuity will be
issued as a certificate  under a group annuity contract in some states and as an
individual  annuity contract in other states. The term "Contract" as used herein
refers to both the  individual  contract and the  certificates  issued under the
group contract.



                                                             2

<PAGE>



TABLE OF CONTENTS
                                                                        Page
DEFINITIONS.................................................................5
SUMMARY.....................................................................8
CONDENSED FINANCIAL INFORMATION............................................17
PERFORMANCE DATA...........................................................19
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND THE
 VARIABLE ACCOUNT..........................................................20
         Transamerica Occidental Life Insurance Company....................20
         Published Ratings.................................................20
         The Variable Account..............................................20
THE FUNDS..................................................................21
THE FIXED ACCOUNT..........................................................24
         Guarantee Periods.................................................25
         Interest Adjustment...............................................25
         Expiration of a Guarantee Period..................................25
THE CONTRACT...............................................................26
         Qualified Contracts...............................................26
APPLICATION AND PURCHASE PAYMENTS..........................................27
         Purchase Payments.................................................27
         Allocation of Purchase Payments...................................27
ACCOUNT VALUE..............................................................28
TRANSFERS..................................................................29
         Before the Annuity Date...........................................29
         Telephone Transfers...............................................29
         Possible Restrictions.............................................30
         Dollar Cost Averaging.............................................30
         After the Annuity Date............................................30
CASH WITHDRAWALS...........................................................30
         Withdrawals.......................................................30
         Systematic Withdrawal Option......................................32
         Automatic Payout Option (APO).....................................32
         Restrictions under Section 403(b) Programs........................33
DEATH BENEFIT..............................................................33
         Payment of Death Benefit..........................................34
         Designation of Beneficiaries......................................34
         Death of Annuitant Prior to the Annuity Date......................34
         Death of Contract Owner Prior to the Annuity Date.................34
         Death of Annuitant or Owner After the Annuity Date................34
CHARGES AND DEDUCTIONS.....................................................35
         Contingent Deferred Sales Load....................................35
         Administrative Charges............................................36
         Mortality and Expense Risk Charge.................................37
         Premium Taxes.....................................................37
         Transfer Fee......................................................37
         Systematic Withdrawal Option......................................38
         Taxes.............................................................38
         Portfolio Expenses................................................38
         Interest Adjustment...............................................38


                                                             3

<PAGE>



TABLE OF CONTENTS CONTINUED


ANNUITY PAYMENTS............................................................38
         Annuity Date.......................................................38
         Annuity Payment....................................................38
         Election of Annuity Forms and Payment Options......................39
         Annuity Payment Options............................................39
         Fixed Annuity Payment Option.......................................39
         Variable Annuity Payment Option....................................39
         Annuity Forms......................................................40
         Alternate Fixed Annuity Rates......................................41
FEDERAL TAX MATTERS.........................................................41
         Introduction.......................................................41
         Taxation of Annuities..............................................42
         Qualified Contract.................................................43
         Possible Changes in Taxation.......................................44
         Other Tax Consequences.............................................44
         General............................................................44
DISTRIBUTION OF THE CONTRACT................................................45
LEGAL PROCEEDINGS...........................................................45
LEGAL MATTERS...............................................................45
ACCOUNTANTS.................................................................45
VOTING RIGHTS...............................................................45
AVAILABLE INFORMATION.......................................................46
STATEMENT OF ADDITIONAL
INFORMATION - TABLE OF CONTENTS.............................................47
APPENDIX A.................................................................A-1
         Example of Variable Accumulation Unit Value Calculations..........A-1
         Example of Variable Annuity Unit Value Calculations...............A-1
         Example of Variable Annuity Payment Calculations..................A-1







                                       The  Contract  is  not  available  in all
states.


                                                             4

<PAGE>



DEFINITIONS

Account:  The account established and maintained under the Contract to which the
Owner's Net Purchase Payments are credited.  Account Value: The Account Value is
equal to the sum of:  (a) the Fixed  Accumulated  Value,  plus (b) the  Variable
Accumulated Value. Active Sub-Account:  A Sub-Account of the Variable Account in
which the Contract has current value.  Annuitant:  The person whose life is used
to  determine  the amount of  monthly  Annuity  Payments  on the  Annuity  Date.
Annuitant's  Beneficiary:  The  person  or  persons  named by the  Owner who may
receive  the  death  benefits  under  the  Contract  if:  (a)  there is no named
Contingent  Annuitant and the Annuitant dies before the Annuity Date; or (b) the
Annuitant dies after the Annuity Date under an Annuity Form  containing a period
certain option. Annuity Date: The date on which the Annuity Purchase Amount will
be  applied to provide an Annuity  under the  Annuity  Form and  Payment  Option
selected by the Owner.  Unless a  different  Annuity  Date is elected  under the
annuity provisions,  the Annuity Date will be as shown in the Contract.  Annuity
Payment:  An amount paid by Transamerica  at regular  intervals to the Annuitant
and/or any other Payee. It may be on a variable or fixed basis. Annuity Purchase
Amount: The Annuity Purchase Amount is the amount applied as a single premium to
provide an annuity  under the  Annuity  Form and Payment  Option  elected by the
Owner. The Annuity Purchase Amount is equal to: (a) the Account Value;  less (b)
any interest adjustment; less (c) any applicable Contingent Deferred Sales Load;
and less (d) any applicable  premium taxes. In determining the Annuity  Purchase
Amount,  Transamerica  will  waive the  Contingent  Deferred  Sales  Load if the
Annuity Form elected involves life  contingencies and the Annuity Date occurs on
or after the  third  Contract  Anniversary.  Annuity  Year:  A  one-year  period
starting on the Annuity Date and, after that, each succeeding  one-year  period.
Cash  Surrender  Value:  The  amount  payable  to the Owner if the  Contract  is
surrendered on or before the Annuity Date. The Cash Surrender Value is equal to:
(a) the Account  Value;  less (b) reductions for the annual Account Fee, if any;
less (c) any interest  adjustment;  less (d) any applicable  Contingent Deferred
Sales Load; and less (e) any applicable  premium taxes.  Code: The U.S. Internal
Revenue  Code  of  1986,  as  amended,  and the  rules  and  regulations  issued
thereunder.  Contingent Annuitant:  The person who: (a) becomes the Annuitant if
the Annuitant  dies before the Annuity Date; or (b) may receive  benefits  under
the Contract if the Annuitant  dies after the Annuity Date under an Annuity Form
containing a contingent annuity option. Contract: An individual annuity contract
issued to an individual by Transamerica or a certificate issued to an individual
which  evidences his or her coverage  under a group annuity  contract.  Contract
Anniversary:  The same month and day as the Contract  Date in each calendar year
after the calendar year in which the Contract Date occurs.  Contract  Date:  The
effective  date of the Contract as shown on the  Contract.  Contract  Year:  The
12-month  period  from the  Contract  Date and  ending  with the day  before the
Contract Anniversary and each twelve month period thereafter. The first Contract
Year for any particular  net Purchase  Payment is the Contract Year in which the
Purchase  Payment is received by the Service Center.  Expiration  Date: The last
day of a Guarantee Period. Fixed Account: The Fixed Account contains one or more
Guarantee  Periods  to  which  all or  portions  of Net  Purchase  Payments  and
transfers  may be  allocated.  The Fixed  Account  assets are general  assets of
Transamerica and are distinguishable  from those allocated to a separate account
of  Transamerica.  Fixed  Accumulated  Value:  The  total  dollar  amount of all
Guarantee  Amounts held under the Fixed  Account for the  Contract  prior to the
Annuity Date. The Fixed  Accumulated  Value is determined  without regard to any
interest  adjustment.  Fixed  Annuity:  An annuity  with  predetermined  payment
amounts.  Free Look Period: The period of time,  beginning on the date the Owner
receives  the  Contract,  during  which the  Owner  has the right to cancel  the
Contract. The length of this period depends upon the state of issuance.

                                                             5

<PAGE>



Funds:  Dreyfus  Variable  Investment  Fund,  Dreyfus Stock Index Fund,  and The
Dreyfus  Socially  Responsible  Growth Fund, Inc., in which the Variable Account
currently  invests.  Guarantee Amount: The Guarantee Amount is equal to: (a) the
amount  of the Net  Purchase  Payment  or  transfer  allocated  to a  particular
Guarantee Period with a particular  Expiration Date; less (b) any withdrawals or
transfers made from that  Guarantee  Period;  less (c) any  applicable  Transfer
Fees;  less (d) any reductions for the annual Account Fee; and plus (e) interest
credited.  Guarantee Period: The period for which a Guaranteed  Interest Rate is
credited  which shall not be less than one year.  Guaranteed  Interest Rate: The
effective annual rate of interest credited by Transamerica to a Guarantee Amount
during any Guarantee Period. Inactive Sub-Account: A Sub-Account of the Variable
Account in which the Contract has a zero balance.  Joint Owners: Must be husband
and wife as of the  Contract  Date  (except  in  Pennsylvania).  Net  Investment
Factor: An index that measures the investment  performance of a Sub-Account from
one  Valuation  Period to the next.  Net Purchase  Payment:  A Purchase  Payment
reduced by any applicable  premium tax (including  retaliatory  premium  taxes).
Non-Qualified  Contract: A Contract other than a Qualified Contract.  Owner: The
person or persons who, while living, control(s) all rights and benefits under an
individual  annuity contract or under a certificate issued under a group annuity
contract.  Owner's  Beneficiary:  The person who  becomes the Owner if the Owner
dies.  If the Contract has Joint Owners,  the surviving  Joint Owner will be the
Owner's  Beneficiary.  Payee: The person who receives the annuity payments after
the Annuity Date. The Payee will be the Annuitant,  unless otherwise  changed by
the Owner. Portfolio: Dreyfus Stock Index Fund, The Dreyfus Socially Responsible
Growth Fund, Inc., or any one of the Series of Dreyfus Variable  Investment Fund
underlying a Sub-Account of the Variable Account.  Proof of Death: May be: (a) a
copy of a certified  death  certificate;  (b) a copy of a certified  decree of a
court of  competent  jurisdiction  as to the  finding  of  death;  (c) a written
statement by a medical doctor who attended the deceased;  or (d) any other proof
satisfactory to Transamerica.  Qualified Contract: A Contract used in connection
with an individual  retirement  annuity which receives  favorable federal income
tax treatment under Section 408 of the Code. Receipt:  Receipt and acceptance by
Transamerica  at its Service  Center.  Series:  Any of the Portfolios of Dreyfus
Variable  Investment  Fund available for  investment by a Sub-Account  under the
Contract.  Service Center:  Transamerica's  Annuity Service Center,  at P.O. Box
31848  Charlotte,  North Carolina  28231-1848,  and at telephone (800) 258-4260.
Socially Responsible Fund: The Dreyfus Socially Responsible Growth Fund, Inc., a
diversified  open-end management  investment company.  Stock Index Fund: Dreyfus
Stock Index Fund, a  non-diversified  open-end  management  investment  company.
Sub-Account: A subdivision of the Variable Account investing solely in shares of
one of the  Portfolios.  Valuation  Day: Any day the New York Stock  Exchange is
open for trading.  Valuation  occurs currently as of 4:00 p.m. ET each Valuation
Day.  Valuation  Period:  The time interval  between the closing of the New York
Stock Exchange on consecutive Valuation Days. Variable Account: Separate Account
VA-2L, a separate  account  established and maintained by  Transamerica  for the
investment  of a  portion  of  its  assets  pursuant  to  Section  10506  of the
California Insurance Code. The Variable Account contains several Sub-Accounts to
which all or portions of Net Purchase  Payments and  transfers may be allocated.
Variable Accumulated Value: The total dollar amount of all Variable Accumulation
Units under each Sub-Account of the Variable Account held for the Contract prior
to the Annuity Date. The Variable Accumulated Value prior to the Annuity Date is
equal to: (a) Net Purchase Payments allocated to the Sub-Accounts; plus or minus
(b) any

                                                             6

<PAGE>



increase  or  decrease  in the value of the  assets of the  Sub-Accounts  due to
investment  results;  less (c) the daily Mortality and Expense Risk Charge; less
(d) the daily  Administrative  Expense  Charge;  less (e) any reductions for the
annual Account Fee; plus or minus (f) amounts  transferred  from or to the Fixed
Account;  less (g) any applicable  Transfer Fees; and less (h) withdrawals  from
the  Sub-Accounts.  Variable  Accumulation  Unit:  A unit  of  measure  used  to
determine the Account  Value prior to the Annuity Date.  The value of a Variable
Accumulation  Unit varies with each Sub-Account.  Variable  Annuity:  An annuity
with  payments  which vary as to dollar  amount in  relation  to the  investment
performance of specified Sub-Accounts of the Variable Account.  Variable Annuity
Unit:  A unit of  measure  used to  determine  the amount of the second and each
subsequent  payment  under a Variable  Annuity  Payment  Option.  The value of a
Variable  Annuity  Unit varies with each  Sub-Account.  Variable  Fund:  Dreyfus
Variable   Investment   Fund,  an  open-end   management   investment   company.
Withdrawals:  Refers to partial  withdrawals,  full  surrenders,  and systematic
withdrawals that are paid in cash to the Owner.



                                                             7

<PAGE>



SUMMARY

The Contract
  The Flexible Purchase Payment Multi-Funded Deferred Annuity Contract described
in this  Prospectus  is  designed  to aid  individuals  in  long-term  financial
planning and for  retirement or other  long-term  purposes.  The Contract may be
used in  connection  with a  retirement  plan which  qualifies  as a  retirement
program  under  Sections  403(b)  or 408 of the  Code,  with  various  types  of
qualified  pension and profit  sharing  plans under  Section 401 of the Code, or
with non-qualified plans.  Contracts qualified under Sections 401 and 403(b) may
not be  available  in  all  states.  The  Contract  is  issued  by  Transamerica
Occidental Life Insurance Company ("Transamerica"), a wholly-owned subsidiary of
Transamerica  Insurance  Corporation  of  California,  which in turn is a direct
subsidiary of Transamerica  Corporation.  Its principal  office is at 1150 South
Olive Street, Los Angeles, California 90015, telephone (213) 742-2111.
         The term  "Contract"  as used  herein  refers to either the  individual
annuity contract or to a certificate issued under a group annuity contract.  The
term "Owner" refers to the owner of the individual  contract or the owner of the
certificate, as appropriate.
         Transamerica will establish and maintain an Account for each individual
annuity  contract and for each certificate  issued under a group contract.  Each
Owner will receive  either an  individual  annuity  contract,  or a  certificate
evidencing  the Owner's  coverage under a group annuity  contract.  The Contract
provides that the Account Value, after certain  adjustments,  will be applied to
an Annuity Form and Payment Option on a selected future date ("Annuity Date").
         The Owner may allocate all or portions of Net Purchase  Payments to one
or more Sub-Accounts of the Variable Account, to the available Guarantee Periods
of the Fixed Account which guarantees a minimum fixed return, or to both.
         The Account Value prior to the Annuity Date,  except for amounts in the
Fixed  Account,  will  vary  depending  on the  investment  experience  of  each
Sub-Account  of the  Variable  Account  selected by the Owner.  All payments and
values  provided under the Contract when based on the  investment  experience of
the Variable  Account are variable and are not  guaranteed as to dollar  amount.
Therefore,  prior to the Annuity Date the Owner bears the entire investment risk
under the Contract for amounts allocated to the Variable Account.
         There is no guaranteed or minimum Cash Surrender Value, so the proceeds
of a surrender could be less than the total Purchase Payments.
         The initial  Purchase Payment for each Contract must be at least $5,000
and, generally, each additional Purchase Payment must be at least $500 unless an
automatic payment plan is selected.  In no event,  however, may the total of all
Purchase Payments under a Contract exceed $1,000,000  without the prior approval
of Transamerica.
         An additional Net Purchase Payment allocated to an Inactive Sub-Account
 or to a new Guarantee Period
may not be less than $1,000. (See "Application and Purchase Payments" page 27.)
The Variable Account
         The Variable  Account is a separate  account  (Separate  Account VA-2L)
that is subdivided  into  Sub-Accounts.  (See "The  Variable  Account" page 20.)
Assets of each  Sub-Account  are invested in a specified  mutual fund Portfolio.
Each Sub-Account uses its assets to purchase,  at their net asset value,  shares
of a  specific  Series  of  Dreyfus  Variable  Investment  Fund or shares in the
Dreyfus Stock Index Fund or The Dreyfus Socially  Responsible  Growth Fund, Inc.
(together  "The  Funds").   Thirteen  Portfolios  are  currently  available  for
investment in the Variable  Account under the  Contract:  (1) Money Market,  (2)
Managed  Assets,  (3) Zero Coupon  2000,  (4) Quality  Bond,  (5) Small Cap, (6)
Capital  Appreciation,  (7) Growth and Income,  (8)  International  Equity,  (9)
International  Value, (10) Disciplined Stock, and (11) Small Company Stock, each
of which is a Series of Dreyfus Variable Investment Fund; (12) the Dreyfus Stock
Index Fund; and (13) The Dreyfus  Socially  Responsible  Growth Fund,  Inc. Each
Portfolio has distinct investment objectives and policies which are described in
the accompanying prospectuses for the Funds. (See "The Funds" page 21.)
         The Funds pay their investment advisers and administrators certain fees
charged  against the assets of each  Portfolio.  The Account Value, if any, of a
Contract and the amount of any Variable  Annuity  Payments  will vary to reflect
the investment  performance of all of the Sub-Accounts selected by the Owner and
the deduction of the

                                                             8

<PAGE>



charges described under "Charges and Deductions" page 35. For more information
 about the Funds, see "The
Funds" page 21 and the accompanying Funds' prospectuses.
The Fixed Account
         Each Net Purchase Payment,  or portion thereof,  allocated to the Fixed
Account, as well as each amount transferred to the Fixed Account, will establish
a new  Guarantee  Period.  Each  Guarantee  Period will have its own  Guaranteed
Interest Rate (which will be at least 3% per year) and its own Expiration  Date.
Amounts  allocated to a new Guarantee  Period must be at least  $1,000.  Amounts
withdrawn or transferred  from a Guarantee  Period prior to its Expiration  Date
will be subject  to an  interest  adjustment  which  will  reduce  the  interest
credited to the 3% minimum rate.  (See "The Fixed  Account" page 24.)  Transfers
Before the Annuity Date
         Prior to the Annuity Date,  the Owner may transfer  values  between and
among the  Guarantee  Periods of the Fixed Account and the  Sub-Accounts  of the
Variable  Account.  Total  transfers  are limited to eighteen  during a Contract
Year. See "Transfers" on page 29 for additional limitations regarding transfers.
         Transamerica currently does not impose a Transfer Fee, but it reserves
 the right to charge a Transfer Fee
for each transfer in excess of six made during the same Contract Year. (See 
"Transfer Fee" page 38.) Amounts
transferred from a Guarantee Period prior to its Expiration Date will be subject
 to an interest adjustment which
will reduce the interest credited to the 3% minimum rate.  (See "The Fixed 
Account" page 24.) (For Transfers after
the Annuity Date, see "After the Annuity Date" page 31.)
Withdrawals
         All or part of the Cash Surrender Value for a Contract may be withdrawn
by the Owner on or before  the  Annuity  Date.  No partial  withdrawals  will be
permitted while the Systematic Withdrawal Option is in effect. However,  amounts
withdrawn may be subject to a Contingent  Deferred Sales Load depending upon how
long the  withdrawn  Purchase  Payments  have  been  held  under  the  Contract.
TRANSAMERICA  GUARANTEES THAT THE AGGREGATE  CONTINGENT DEFERRED SALES LOAD WILL
NEVER EXCEED 6% OF THE PURCHASE PAYMENTS.  (See "Contingent Deferred Sales Load"
page 35.)  Amounts  withdrawn  may be subject to a premium  tax or similar  tax,
depending  upon the state in which the Owner lives.  Withdrawals  may further be
subject to any federal, state or local income tax, and subject to a penalty tax.
Withdrawals from Section 403(b) annuities may be subject to severe restrictions.
(See  "Federal Tax Matters" page 41.) The annual  Account Fee generally  will be
deducted on a full  surrender  of a  Contract.  (See  "Withdrawals"  page 31 for
additional limitations regarding withdrawals.)
         Amounts withdrawn from a Guarantee Period prior to its Expiration Dat
 will be subject to an interest
adjustment which will reduce the interest credited to the 3% minimum rate.  
(See "The Fixed Account" page 24.)
Transamerica may delay payment of any withdrawal from the Fixed Account for up 
to six months.  (See "Cash
Withdrawals" page 31.)
Contingent Deferred Sales Load
          Transamerica  does not deduct a sales  charge from  Purchase  Payments
(although  premium taxes may be deducted).  However,  if any part of the Account
Value is  withdrawn,  a Contingent  Deferred  Sales Load of up to 6% of Purchase
Payments may be assessed by Transamerica to cover certain  expenses  relating to
the sale of the Contracts,  including commissions to registered  representatives
and  other  promotional  expenses.  After a  Purchase  Payment  has been held by
Transamerica  for seven Contract Years, it may be withdrawn  without charge.  In
addition,  no Contingent Deferred Sales Load is assessed on death, on transfers,
or on certain annuitizations.
         After the first Contract Year, certain amounts may be withdrawn free of
a Contingent Deferred Sales Load. This "Free Withdrawal Amount" will be at least
(a) 10% of  Purchase  Payments  more than one year old,  or (b) the  greater  of
earnings or 15% of Purchase  Payments  more than one year old,  depending on the
state of issuance.  In addition, in certain states the Contingent Deferred Sales
Load is waived on a withdrawal if the Owner is confined to a hospital or nursing
care  facility for 45 days out of a continuous 60 day period.  (See  "Contingent
Deferred Sales Load" page 35 and "Withdrawals" page 31.)


                                                             9

<PAGE>



Other Charges and Deductions
         Transamerica  deducts a daily charge (the  "Mortality  and Expense Risk
Charge")  equal to a  percentage  of the value of the net assets in the Variable
Account for the mortality and expense risks assumed.  The effective  annual rate
of this charge is 1.25% of the value of the net assets in the  Variable  Account
attributable  to the  Contracts.  (See  "Mortality and Expense Risk Charge" page
37.)  TRANSAMERICA  GUARANTEES  THAT THIS MORTALITY AND EXPENSE RISK CHARGE WILL
NOT BE INCREASED.
         Transamerica also deducts a daily charge (the  "Administrative  Expense
Charge")  equal to a  percentage  of the value of the net assets in the Variable
Account corresponding to an effective annual rate of 0.15% to help cover some of
the costs of administering the Contracts and the Variable  Account.  This charge
may change,  but it is guaranteed not to exceed a maximum  effective annual rate
of 0.25% (See "Administrative Charges" page 36.) There is also an administrative
charge  (the  "Account  Fee")  each  year  for  Contract  maintenance.  This fee
currently is $30 (or 2% of the Account  Value,  if less)  deducted at the end of
the Contract  Year.  This fee may change but it is guaranteed  not to exceed $60
(or 2% of the Account Value, if less) per Contract Year. In certain  states,  if
the Account Value is over $50,000 on the last business day of the Contract Year,
or as of the date the Contract is surrendered  if earlier,  the Account Fee will
be waived for that year.  After the Annuity  Date this fee is referred to as the
Annuity  Fee. The Annuity Fee is $30 and will not change.  (See  "Administrative
Charges" page 36.)
         Currently, no Transfer Fees are imposed.  However, for each transfer in
excess of six during a Contract  Year, a Transfer Fee may be imposed equal to no
more than $10. (See "Transfer Fee" page 38.)
         Charges for state premium taxes (including  retaliatory  premium taxes)
will be imposed in some  states.  Depending on the  applicability  of such state
taxes,  the charges could be deducted  from  premiums,  from amounts  withdrawn,
and/or from the Annuity Purchase Amount upon annuitization. (See "Premium Taxes"
page 37.)
         In addition, amounts withdrawn or transferred out of a Guarantee Period
of the Fixed Account prior to its Expiration Date will be subject to an interest
adjustment which will reduce the interest earned to the 3% minimum annual rate.


                                                            10

<PAGE>



Variable Account Fee Table
         The  purpose of this table is to assist in  understanding  the  various
costs and expenses that the Owner will bear directly and  indirectly.  The table
reflects  expenses of the  Variable  Account as well as of the  Portfolios.  The
table  assumes that the entire  Account  Value is in the Variable  Account.  The
information set forth should be considered  together with the narrative provided
under the heading  "Charges and Deductions" on page 35 of this  Prospectus,  and
with the Funds' prospectuses.  In addition to the expenses listed below, premium
taxes may be applicable. Contract Transaction Expenses(1)
         Sales Load Imposed on Purchase Payments                             0
         Maximum Contingent Deferred Sales Load(2)                           6%
- -------------------------------------------------------------------------------

                Range of Contingent Deferred Sales Load Over Time
                                                       ontingent Deferred
Contract Years since                                      Sales Load
Purchase Payments Receipt                                 Percentage
     Less than 2 years                                         6%
     2 years but less than 4 years                             5%
     4 years but less than 6 years                             4%
     6 years but less than 7 years                             2%
     7 or more                                                 0%
- -------------------------------------------------------------------------------

     Transfer Fee(3)                                            0
     Systematic Withdrawal Fee(3)                               0
     Account Fee(4)                                            $30
     Variable Account Annual Expenses(1)
     Mortality and Expense Risk Charges                       1.25%
     Administrative Expense Charge(5)                          .15%
     Other Fees and Expenses of the Variable Account          0.00%
     Total Variable Account Annual Expenses                   1.40%
<TABLE>
<CAPTION>

                                                 Zero                                                     Stock
                           Money     Managed    Coupon        Quality         Small        Capital        Index
Portfolio                            Market     Assets         2000           Bond           Cap      Appreciation     Fund(7)
- ---------                            ------     ------         ----           ----           ---      ------------     -------
 Annual Expenses(6)
- -------------------
(as a percentage of Portfolio
average net assets after fee waiver
and/or expense reimbursement)
<S>                                   <C>        <C>           <C>           <C>           <C>           <C>           <C>  
   Management Fees                    0.47%      0.75%         0.42%         0.61%         0.75%         0.73%         0.25%
   Other Expenses                     0.15%      0.19%         0.26%         0.20%         0.08%         0.12%         0.14%
   Total Portfolio Annual             0.62%      0.94%         0.68%         0.81%         0.83%         0.85%         0.39%
             Expenses
</TABLE>
<TABLE>
<CAPTION>

                                 Socially       Growth                                                    Small
                                Responsible       and      International   International  Disciplined    Company
Portfolio                                        Fund         Income          Equity       Value(8)     Stock(8)      Stock(8)
- ---------                                        ----         ------          ------       --------     --------      --------
 Annual Expenses(6)
- -------------------
(as a percentage of Portfolio
average net assets after fee waiver
 and/or expense reimbursement )
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>  
     Management Fees                             0.69%         0.72%         0.30%         1.00%         0.75%         0.75%
     Other Expenses                              0.58%         0.20%         1.29%         0.50%         0.25%         0.25%
     Total Portfolio Annual                      1.27%         0.92%         1.59%         1.50%         1.00%         1.00%
            Expenses
</TABLE>

Expense  information  regarding the  Portfolios  has been provided by the Funds.
Transamerica  has no reason  to doubt  the  accuracy  of that  information,  but
Transamerica  has not verified those  figures.  In preparing the table above and
the examples that follow, Transamerica has relied on the figures provided by the
Funds.  Actual  expenses in future years may be higher or lower than the figures
above.


                                                            11

<PAGE>



Notes to Fee Table:
(1)      The Contract Transaction Expenses apply to each Contract, regardless of
         how Account  Value is allocated  between the  Variable  Account and the
         Fixed Account. The Variable Account Annual Expenses do not apply to the
         Fixed Account.
(2)      A portion of the Purchase  Payment may be withdrawn each year after the
         first Contract Year without imposition of any Contingent Deferred Sales
         Load, and after a Purchase  Payment has been held by  Transamerica  for
         seven Contract Years,  the remaining  Purchase Payment may be withdrawn
         free  of  any  Contingent   Deferred  Sales  Load.  (See  "Charges  and
         Deductions" page 35.)
(3)      Transamerica  currently  does not impose a  Transfer  Fee.  However,  a
         Transfer  Fee of $10 may be imposed for each  transfer in excess of six
         in a Contract  Year.  Transamerica  may also impose a fee (of up to $25
         per year) if the systematic withdrawal option is elected.
         (See "Charges and Deductions" page 35.)
(4)      The current annual Account Fee is $30 (or 2% of the Account Value, if
less) per Contract Year. The fee may be changed annually,
         but it may not exceed $60 (or 2% of the Account Value, if less). (See 
"Charges and Deductions" page 35.)
(5)      The current annual Administrative Expense Charge is 0.15%; it may be
increased to 0.25%. The total of the charges described in
         notes (2), (3) and (4) will never exceed the anticipated or estimated 
costs to administer the Contract and the Variable Account. (See
         "Charges and Deductions" page 35.)
(6)      From time to time, the  Portfolios'  investment  advisers in their sole
         discretion  may  waive  all or part of their  fees  and/or  voluntarily
         assume certain Portfolio expenses.  For a more complete  description of
         the Portfolios' fees and expenses,  see the Funds' prospectuses.  As of
         the date of this Prospectus,  certain fees are being waived or expenses
         are being  assumed,  in each case on a voluntary  basis.  Without  such
         waivers or  reimbursements,  the  Management  Fees,  Other Expenses and
         Total  Portfolio  Annual Expenses that would have been incurred for the
         last completed fiscal year, December 31, 1995, would be - Money Market:
         .0.50%,  0.15%, 0.65%; Managed Assets: 0.75%, 0.19%, 0.94%; Zero Coupon
         2000: 0.45%,  0.26%,  0.71%;  Quality Bond: 0.65%,  0.20%, 0.85%; Small
         Cap: 0.75%, 0.08%, 0.83%;  Capital  Appreciation:  0.75%, 0.12%, 0.87%;
         Stock Index Fund:  0.25%,  0.17%,  0.42%;  Socially  Responsible  Fund:
         0.75%,  0.58%;  1.33%;  Growth and Income:  0.75%,  0.20%,  0.95%;  and
         International  Equity:  0.75%, 1.29%, 2.04%. There is no guarantee that
         any fee waivers or expense  reimbursements will continue in the future.
         See the Funds'  prospectuses for a discussion of fee waiver and expense
         reimbursements.
(7)      The Stock Index Fund expense information has been restated to reflect 
current fees.
(8)      The  International  Value,  Disciplined  Stock and Small  Company Stock
         Portfolios did not commence  operations  during 1995. These numbers are
         annualized  estimates of the expenses  that each  Portfolio  expects to
         incur during fiscal year 1996.



                                                            12

<PAGE>



Examples*
          The  following  six examples  reflect the $30 Account Fee as an annual
charge of 0.068% of assets  based on an  approximate  average  Account  Value of
$44,000.  The  tabular  information  assumes  that the entire  Account  Value is
allocated to the Variable Account.
         These examples all assume no Transfer Fees, systematic withdrawal fee 
or premium tax have been
assessed. Premium taxes may be applicable. (See "Premium Taxes" page 37.)
         Examples  1  through  3  show   expenses   based  on  fee  waivers  and
reimbursements  for 1995.  There is no guarantee that any fee waivers or expense
reimbursements will continue in the future.

Example 1
         If the Owner  surrenders the Contract at the end of the applicable time
period,  he/she would pay the following  expenses on a $1,000  Initial  Purchase
Payment assuming a 5% annual return on assets:
<TABLE>
<CAPTION>

Sub-Account                One Year         Three Years      Five Years         Ten Years
- -----------                --------         -----------      ----------         ---------
<S>                         <C>              <C>              <C>               <C>    
Money Market                $73.93           $112.42          $152.28           $241.89
Managed Assets              $76.95           $121.58          $167.92           $274.45
Zero Coupon 2000            $74.50           $114.15          $155.33           $248.08
Quality Bond                $75.72           $117.87          $161.67           $261.36
Small Cap                   $75.91           $118.45          $162.63           $263.38
Capital Appreciation        $76.10           $119.02          $163.59           $265.40
Stock Index Fund            $71.57           $105.78          $140.49           $217.78
Socially Responsible Fund   $80.05           $130.94          $184.86           $306.87
Growth and Income           $76.76           $121.01          $167.45           $272.45
International Equity        $83.04           $139.92          $198.54           $337.22
International Value         $82.20           $137.40          $203.92           $328.79
Disciplined Stock           $77.51           $123.29          $180.62           $280.43
Small Company Stock         $77.51           $123.29          $180.62           $280.43
</TABLE>



Example 2
         If the Owner does not  surrender  and does not  annuitize the Contract,
he/she would pay the following  expenses on a $1,000  Initial  Purchase  Payment
assuming a 5% annual return on assets:
<TABLE>
<CAPTION>


Sub-Account                One Year         Three Years      Five Years         Ten Years
- -----------                --------         -----------      ----------         ---------
<S>                         <C>               <C>             <C>               <C>    
Money Market                $21.19            $65.43          $112.28           $241.89
Managed Assets              $24.39            $75.09          $128.46           $274.45
Zero Coupon 2000            $21.79            $67.25          $115.33           $248.08
Quality Bond                $23.09            $71.18          $121.92           $261.36
Small Cap                   $23.29            $71.78          $122.93           $263.38
Capital Appreciation        $23.49            $72.38          $123.93           $265.40
Stock Index Fund            $18.87            $58.42          $100.49           $217.78
Socially Responsible Fund   $27.69            $84.97          $144.86           $306.87
Growth and Income           $24.19            $74.49          $127.45           $272.45
International Equity        $30.88            $94.45          $160.51           $337.22
International Value         $29.98            $91.79          $156.13           $328.79
Disciplined Stock           $24.99            $76.90          $131.46           $280.43
Small Company Stock         $24.99            $76.90          $131.46           $280.43
</TABLE>



                                                            13

<PAGE>



Example 3
         If the Owner elects to annuitize  at the end of the  applicable  period
under an Annuity Form with life contingencies,**  he/she would pay the following
expenses on a $1,000  Initial  Purchase  Payment  assuming a 5% annual return on
assets:
<TABLE>
<CAPTION>


Sub-Account                One Year         Three Years      Five Years         Ten Years
- -----------                --------         -----------      ----------         ---------
<S>                         <C>               <C>             <C>               <C>    
Money Market                $73.93            $65.43          $112.28           $241.89
Managed Assets              $76.95            $75.09          $128.46           $274.45
Zero Coupon 2000            $74.50            $67.25          $115.33           $248.08
Quality Bond                $75.72            $71.18          $121.92           $261.36
Small Cap                   $75.91            $71.78          $122.93           $263.38
Capital Appreciation        $76.10            $72.38          $123.93           $265.40
Stock Index Fund            $71.76            $58.42          $100.49           $217.78
Socially Responsible Fund   $80.05            $84.97          $144.86           $306.87
Growth and Income           $76.76            $74.49          $127.45           $272.45
International Equity        $83.04            $94.45          $160.51           $337.22
International Value         $82.20            $91.79          $156.13           $328.79
Disciplined Stock           $77.51            $76.90          $131.46           $280.43
Small Company Stock         $77.51            $76.90          $131.46           $280.43
</TABLE>

Examples 4 through 6 show  examples  based on the fund fees and  expenses  which
would have been incurred for the last completed fiscal year,  December 31, 1995,
for all Portfolios (if no waivers and reimbursements had been in effect).


Example 4
         If the Owner  surrenders the Contract at the end of the applicable time
period,  he/she would pay the following  expenses on a $1,000  Initial  Purchase
Payment assuming a 5% annual return on assets:
<TABLE>
<CAPTION>


Sub-Account                One Year         Three Years      Five Years         Ten Years
- -----------                --------         -----------      ----------         ---------
<S>                         <C>              <C>              <C>               <C>    
Money Market                $74.22           $113.29          $153.81           $244.99
Managed Assets              $76.95           $121.58          $167.92           $274.45
Zero Coupon 2000            $74.78           $115.01          $156.83           $251.16
Quality Bond                $76.10           $119.02          $163.59           $265.40
Small Cap                   $75.91           $118.45          $162.63           $263.38
Capital Appreciation        $76.29           $119.59          $164.56           $267.42
Stock Index Fund            $72.04           $106.54          $142.03           $220.96
Socially Responsible Fund   $80.61           $132.63          $187.82           $312.64
Growth and Income           $77.04           $121.87          $168.40           $275.45
International Equity        $87.24           $152.39          $219.14           $378.13
International Value         $82.20           $137.40          $203.92           $328.79
Disciplined Stock           $77.51           $123.29          $180.62           $280.43
Small Company Stock         $77.51           $123.29          $180.62           $280.43

</TABLE>

Example 5
         If the Owner does not  surrender  and does not  annuitize the Contract,
he/she would pay the following  expenses on a $1,000  Initial  Purchase  Payment
assuming a 5% annual return on assets:
<TABLE>
<CAPTION>

Sub-Account                One Year         Three Years      Five Years         Ten Years
- -----------                --------         -----------      ----------         ---------
<S>                         <C>               <C>             <C>               <C>    
Money Market                $21.49            $66.34          $113.81           $244.99
Managed Assets              $24.39            $75.09          $128.46           $274.45
Zero Coupon 2000            $22.09            $65.15          $116.86           $251.16
Quality Bond                $23.49            $72.38          $123.93           $265.40
Small Cap                   $23.29            $71.78          $122.93           $263.38
Capital Appreciation        $23.69            $72.99          $124.94           $267.42
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


Sub-Account                One Year         Three Years      Five Years         Ten Years
- -----------                --------         -----------      ----------         ---------
<S>                         <C>               <C>             <C>               <C>    
Stock Index Fund            $19.18            $59.34          $102.03           $220.96
Socially Responsible Fund   $28.29            $86.75          $147.82           $312.64
Growth and Income           $24.49            $75.40          $128.96           $275.45
International Equity        $35.34           $107.62          $182.07           $378.13
International Value         $29.98            $91.79          $156.13           $328.79
Disciplined Stock           $24.99            $76.90          $131.46           $280.43
Small Company Stock         $24.99            $76.90          $131.46           $280.43
</TABLE>


Example 6
           If the Owner elects to annuitize at the end of the applicable  period
under an Annuity Form with life contingencies,**  he/she would pay the following
expenses on a $1,000  Initial  Purchase  Payment  assuming a 5% annual return on
assets:
<TABLE>
<CAPTION>


Sub-Account                One Year         Three Years      Five Years         Ten Years
- -----------                --------         -----------      ----------         ---------
<S>                         <C>               <C>             <C>               <C>    
Money Market                $74.22            $66.34          $113.81           $244.99
Managed Assets              $76.95            $75.09          $128.46           $274.45
Zero Coupon 2000            $74.78            $65.15          $116.86           $251.16
Quality Bond                $76.10            $72.38          $123.93           $265.40
Small Cap                   $75.91            $71.78          $122.93           $263.38
Capital Appreciation        $76.29            $72.99          $124.94           $267.42
Stock Index Fund            $72.04            $59.34          $102.03           $220.96
Socially Responsible Fund   $80.61            $86.75          $147.82           $312.64
Growth and Income           $77.04            $75.40          $128.96           $275.45
International Equity        $87.24           $107.62          $182.07           $378.13
International Value         $82.20            $91.79          $156.13           $328.79
Disciplined Stock           $77.51            $76.90          $131.46           $280.43
Small Company Stock         $77.51            $76.90          $131.46           $280.43
</TABLE>


*In preparing the examples above,  Transamerica  has relied on the data provided
by the  Funds.  Transamerica  has no  reason  to  doubt  the  accuracy  of  that
information,   but   Transamerica   has  not  verified  those   figures.   **For
annuitizations before the third Contract Anniversary, or for annuitization under
a form that does not include life  contingencies,  a Contingent  Deferred  Sales
Load may apply.

THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN, SUBJECT
TO THE GUARANTEES IN THE CONTRACT.

Annuity Payments
         Annuity  Payments  will be made  either on a fixed  basis or a variable
basis or a combination of a fixed and variable  basis as the Owner selects.  The
Owner has  flexibility in choosing the Annuity Date for his or her Contract.  In
no event may the  Annuity  Date be a date  later than the first day of the month
immediately  preceding the month of the  Annuitant's  85th birthday or the first
day  of  the  month  coinciding  with  or  next  following  the  tenth  Contract
Anniversary,  whichever  occurs last.  This extension of the Annuity Date to the
tenth Contract  Anniversary may not be available in all states. The Annuity Date
may  not be  earlier  than  the  first  day  of the  month  coinciding  with  or
immediately  following  the third  Contract  Anniversary  except  for  Qualified
Contracts.  Annuity  Payments will begin on the first day of the calendar  month
following the Annuity Date. (See "Annuity Payments" page 38.)
         Four Annuity Forms are available under the Contract: (1) Life Annuity;
 (2) Life and Contingent Annuity;
(3) Life Annuity with Period Certain; and (4) Joint and Survivor Annuity. (See 
"Annuity Forms" page 40.)


                                                            15

<PAGE>



Payments on Death Before the Annuity Date
         The death  benefit  for a Contract  will be no less than the greater of
(a)  the  Account  Value  or (b) the sum of all  Purchase  Payments  made to the
Contract,  less the sum of all withdrawals and any applicable  premium taxes; in
some cases the death benefit will be a higher amount.  (See "Death Benefit" page
33.) The death  benefit  will  generally be paid within seven days of receipt of
the required  Proof of Death of the Owner or the  Annuitant  and election of the
method of  settlement  or as soon  thereafter  as  Transamerica  has  sufficient
information  about the  Beneficiary  to make the payment,  but if no  settlement
method is elected the death benefit will be paid no later than one year from the
date of death.  No  Contingent  Deferred  Sales Load or interest  adjustment  is
imposed.  The death  benefit  may be paid as either a lump sum or as an annuity.
(See "Death Benefit" page 33.) Federal Income Tax Consequences
         An Owner  who is a  natural  person  generally  should  not be taxed on
increases in the Account Value until a  distribution  under the Contract  occurs
(e.g.,  a withdrawal or Annuity  Payment) or is deemed to occur (e.g., a pledge,
loan,  or assignment  of a Contract).  Generally,  a portion (up to 100%) of any
distribution or deemed  distribution is taxable as ordinary income.  The taxable
portion of distributions is generally  subject to income tax withholding  unless
the recipient  elects otherwise  (although  withholding is mandatory for certain
qualified  Contracts).  In addition,  a federal penalty tax may apply to certain
distributions. (See "Federal Tax Matters" page 41.) Right to Cancel
         The Owner has the right to examine the Contract  for a limited  period,
known as a "Free Look  Period." The Owner can cancel the Contract by  delivering
or  mailing a written  notice of  cancellation,  or  sending a  telegram  to the
Service  Center and by returning the Contract  before  midnight of the tenth day
(or longer if required by state law) after receipt of the Contract. Notice given
by mail and the return of the  Contract  by mail will be  effective  on the date
received  by  Transamerica.  The amount of the refund may depend on the state of
issuance. In some states (and in all states for IRAs),  Transamerica will refund
the greater of the Purchase  Payment(s)  or the Account Value as of the date the
written  notice  and  the  Contract  are  received  by  Transamerica;  in  these
situations,  the  Purchase  Payment(s)  received  before or during the Free Look
Period which are to be allocated to the  Sub-Accounts  of the Variable  Accounts
will be held in the Money Market Sub-Account until the estimated end of the Free
Look Period  (allowing 5 days for  delivery of the  Contract by mail).  In other
cases,  Transamerica  will refund the  Account  Value as of the date the written
notice and the  Contract are received by  Transamerica;  in these cases,  on the
Contract  Date  the  Initial  Purchase  Payment  will  be  allocated  among  the
Sub-Accounts  of the  Variable  Account and the  Guarantee  Periods of the Fixed
Account in accordance with the Owner's instructions. Owners should consult their
registered  representative or investment adviser (or see their Contract) for the
applicable provision.
(See "Application and Purchase Payments" page 27 and "Account Value" page 28.)
Questions
         Any questions about  procedures or the Contract will be answered by the
Transamerica  Annuity  Service  Center  ("Service  Center"),  at P.O. Box 31848,
Charlotte,  North  Carolina  28231-1848,  or call  (800)258-4260.  All inquiries
should include the Contract Number and the Owner's and Annuitant's names.
         NOTE:  The  foregoing  summary  is  qualified  in its  entirety  by the
detailed information in the remainder of this Prospectus and in the prospectuses
for Dreyfus Variable  Investment Fund,  Dreyfus Stock Index Fund and The Dreyfus
Socially  Responsible  Growth  Fund,  Inc.  which should be referred to for more
detailed  information.  With respect to Qualified Contracts,  it should be noted
that the  requirements  of a particular  retirement  plan, an endorsement to the
Contract,  or  limitations  or  penalties  imposed  by the Code or the  Employee
Retirement Income Security Act of 1974, as amended, may impose additional limits
or restrictions on Purchase Payments,  Withdrawals,  distributions, or benefits,
or on other  provisions of the Contract.  This Prospectus does not describe such
limitations or restrictions. (See "Federal Tax Matters" page 41.)


                                                            16

<PAGE>



CONDENSED FINANCIAL INFORMATION

         The  following  condensed  financial  information  is derived  from the
financial  statements  of the  Variable  Account.  The  data  should  be read in
conjunction  with the financial  statements,  related notes, and other financial
information included in the Statement of Additional Information.
         The  following  table  sets forth  certain  information  regarding  the
Sub-Accounts  for a  Contract  for the  period  from  commencement  of  business
operations on January 4, 1993 through December 31, 1995, except for the Socially
Responsible  Sub-Account  which  commenced  operations  on October 7, 1993,  the
Capital Appreciation Sub-Account which commenced operations on April 5, 1993 and
the Growth and Income and the International  Equity Sub-Accounts which commenced
operations  on December  15,  1994.  Information  for the  International  Value,
Disciplined  Stock and Small Company Stock  Sub-Accounts is not included because
these Sub-Accounts did not commence operations during 1995.
         The  Variable  Accumulation  Unit  values  and the  number of  Variable
Accumulation Units outstanding for each Sub-Account for the periods shown are as
follows:
<TABLE>
<CAPTION>

                                            Year Ending December 31, 1993
         -----------------------------------------------------------------

                           Money       Managed    Zero Coupon     Quality
                          Market       Assets        2000          Bond       Small Cap
                        Sub-Account  Sub-Account  Sub-Account   Sub-Account  Sub-Account
Accumulation Unit Value
<S>                        <C>         <C>          <C>           <C>          <C>   
    at Beginning of Period $1.00       $10.09       $11.85        $11.00       $22.54
Accumulation Unit Value
    at End of Period..     $1.018      $12.861      $13.373       $12.445      $37.702
Number of Accumulation
Units Outstanding
    at End of Period.. 3,654,791.776287,4509.768  206,103.348   255,350.340  254,839.860
</TABLE>


                            Capital Appreciation           Socially Responsible
                                 Sub-Account                        Sub-Account
                                 (Inception-                        (Inception-
                                  April 5,        Stock Index       October 7,
                                    1993)         Sub-Account          1993)
                                    -----         -----------          -----
Accumulation Unit Value at
   Beginning of Period.....        $12.50           $15.31            $12.49
Accumulation Unit Value at
   End of Period...........        $13.160          $16.521           $13.326
Number of Accumulation Units
   Outstanding at End of Period    237,733.021      93,536.733        26,089.821

<TABLE>
<CAPTION>

                                            Year Ending December 31, 1994
         ---------------------------------------------------------------------------------

                             Money       Managed     Zero Coupon    Quality
                            Market       Assets         2000         Bond       Small Cap
                          Sub-Account  Sub-Account   Sub-Account  Sub-Account  Sub-Account
Accumulation Unit Value
<S>                         <C>          <C>           <C>          <C>          <C>    
    at Beginning of Period  $1.018       $12.861       $13.373      $12.445      $37.702
Accumulation Unit Value
    at End of Period..      $1.048       $12.496       $12.672      $11.711      $40.064
Number of Accumulation
Units Outstanding
    at End of Period..  23,559,789.7951,486,438.137  476,355.738  931,527.691 1,250,237.625

</TABLE>

                                                            17

<PAGE>

<TABLE>
<CAPTION>



                                                                                                    International
                                                                             Growth and Income         Equity
                                                                                Sub-Account          Sub-Account
                     Capital Appreciation   Stock Index Socially Responsible    (Inception           (Inception
                          Sub-Account       Sub-Account      Sub-Account    December 15, 1994)   December 15, 1994)
Accumulation Unit Value
    at Beginning of Period                    $13.160          $16.521            $13.326              $12.177  $12.247
Accumulation Unit Value
<S>                         <C>               <C>              <C>                <C>                  <C>    
    at End of Period.....   $13.373           $16.437          $13.377            $12.167              $12.240
Number of Accumulation
Units Outstanding
    at End of Period..... 919,622.615       348,937.285      135,018.350         4,300.380            8,552.073
</TABLE>

<TABLE>
<CAPTION>

                                               Year Ending December 31, 1995
- ---------------------------------------------------------------------------------

                           Money              Managed        Zero Coupon         Quality
                          Market              Assets            2000              Bond           Small Cap
                        Sub-Account         Sub-Account      Sub-Account       Sub-Account      Sub-Account
Accumulation Unit Value
<S>                       <C>                 <C>              <C>               <C>              <C>    
    at Beginning of Period$1.048              $12.496          $12.672           $11.711          $40.064
Accumulation Unit Value
    at End of Period      $1.093              $12.292          $14.740           $13.908          $51.121
Number of Accumulation
Units Outstanding
    at End of Period  31,807,563.947       1,288,429.555     903,799.152      2,052,313.888    2,155,879.198

</TABLE>
<TABLE>
<CAPTION>

                                                                                                    International
                     Capital Appreciation   Stock Index Socially Responsible    Growth and Income      Equity
                          Sub-Account       Sub-Account      Sub-Account           Sub-Account       Sub-Account
Accumulation Unit Value
<S>                         <C>               <C>              <C>                   <C>               <C>    
    at Beginning of Period  $13.373           $16.437          $13.377               $12.167           $12.240
Accumulation Unit Value
    at End of Period        $17.610           $22.172          $17.752               $19.426           $12.964
Number of Accumulation
Units Outstanding
    at End of Period     2,077,029.504      997,271.816      295,077.936          2,565,038.589      530,374.642

</TABLE>


Financial Statements for the Variable Account and Transamerica
         The financial  statements and reports of  independent  auditors for the
Variable  Account and  Transamerica are contained in the Statement of Additional
Information.



                                                            18

<PAGE>



PERFORMANCE DATA

         From time to time, Transamerica may advertise yields and average annual
total  returns  for the  Sub-Accounts  of the  Variable  Account.  In  addition,
Transamerica may advertise the effective yield of the Money Market  Sub-Account.
These  figures will be based on historical  information  and are not intended to
indicate future performance.
         The  yield of the Money  Market  Sub-Account  refers to the  annualized
income generated by an investment in that Sub-Account over a specified seven-day
period.  The yield is calculated by assuming that the income  generated for that
seven-day period is generated each seven-day period over a 52-week period and is
shown as a percentage  of the  investment.  The  effective  yield is  calculated
similarly  but,  when  annualized,  the income  earned by an  investment in that
Sub-Account  is assumed to be reinvested.  The effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  of this  assumed
reinvestment.
         The yield of a  Sub-Account  (other than the Money Market  Sub-Account)
refers to the annualized  income  generated by an investment in the  Sub-Account
over a specified thirty-day period. The yield is calculated by assuming that the
income  generated by the investment  during that thirty-day  period is generated
each thirty-day  period over a twelve-month  period and is shown as a percentage
of the investment.
         The yield  calculations  do not  reflect  the effect of any  Contingent
Deferred  Sales Load or premium  taxes that may be  applicable  to a  particular
Contract. To the extent that the Contingent Deferred Sales Load is applicable to
a  particular  Contract,  the  yield  of  that  Contract  will be  reduced.  For
additional  information  regarding yields and total returns calculated using the
standard  formats  briefly  described  herein,  please refer to the Statement of
Additional Information.
         The  average  annual  total  return of a  Sub-Account  refers to return
quotations  assuming an investment has been held in the  Sub-Account for various
periods of time  including,  but not limited to, a period measured from the date
the Sub-Account commenced  operations.  When a Sub-Account has been in operation
for 1, 5, and 10 years, respectively,  the average annual total return for these
periods  will be provided.  The average  annual  total  return  quotations  will
represent  the average  annual  compounded  rates of return that would equate an
initial  investment  of  $1,000  to the  redemption  value  of  that  investment
(including  the deduction of any applicable  Contingent  Deferred Sales Load but
excluding  deduction  of any  premium  taxes)  as of the last day of each of the
periods for which total return quotations are provided.
         Performance   information  for  any   Sub-Account   reflects  only  the
performance of a hypothetical Contract under which Account Value is allocated to
a  Sub-Account  during a particular  time period on which the  calculations  are
based.  Performance  information should be considered in light of the investment
objectives  and  policies and  characteristics  of the  Portfolios  in which the
Sub-Account invests, and the market conditions during the given time period, and
should not be  considered  as a  representation  of what may be  achieved in the
future.  For a  description  of the methods  used to  determine  yield and total
returns, see the Statement of Additional Information.
         Reports and promotional  literature may also contain other  information
including (1) the ranking of any  Sub-Account  derived from rankings of variable
annuity  separate  accounts  or their  investment  products  tracked  by  Lipper
Analytical Services,  Inc., VARDS,  IBC/Donoghue's Money Fund Report,  Financial
Planning  Magazine,  Money  Magazine,  Bank Rate  Monitor,  Standard  and Poor's
Indices,  Dow Jones Industrial  Average,  and other rating services,  companies,
publications,  or other persons who rank separate  accounts or other  investment
products on overall  performance  or other  criteria,  and (2) the effect of tax
deferred  compounding on Sub-Account  investment returns, or returns in general,
which may be illustrated by graphs, charts, or otherwise,  and which may include
a comparison,  at various  points in time, of the return from an investment in a
Contract (or returns in general) on a tax-deferred  basis  (assuming one or more
tax rates) with the return on a currently taxable basis.  Other ranking services
and indices may be used.
         In its advertisements  and sales literature,  Transamerica may discuss,
and may illustrate by graphs,  charts, or otherwise,  the implications of longer
life  expectancy  for retirement  planning,  the tax and other  consequences  of
long-term  investment in the Contract,  the effects of the  Contract's  lifetime
payout option, and the operation of certain special  investment  features of the
Contract -- such as the Dollar Cost Averaging  option.  Transamerica may explain
and depict in  charts,  or other  graphics,  the  effects of certain  investment
strategies, such as allocating

                                                            19

<PAGE>



purchase  payments  between  the  Fixed  Account  and  an  equity   Sub-Account.
Transamerica  may also  discuss  the Social  Security  system and its  projected
payout levels and retirement  plans  generally,  using graphs,  charts and other
illustrations.
         Transamerica  may from time to time also disclose  average annual total
return in non-standard formats and cumulative  (non-annualized) total return for
the  Sub-Accounts.  The non-standard  average annual total return and cumulative
total return will assume that no Contingent  Deferred  Sales Load is applicable.
Transamerica may from time to time also disclose yield,  standard total returns,
and non-standard total returns for any or all Sub-Accounts.
         All  non-standard  performance  data  will  only  be  disclosed  if the
standard  performance  data  is  also  disclosed.   For  additional  information
regarding  the  calculation  of  other  performance  data,  please  refer to the
Statement of Additional Information.
         Transamerica   may  also   advertise   performance   figures   for  the
Sub-Accounts  based  on the  performance  of a  Portfolio  prior to the time the
Variable Account commenced operations.

TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY AND THE VARIABLE ACCOUNT

Transamerica Occidental Life Insurance Company
         Transamerica  Occidental Life Insurance Company  ("Transamerica")  is a
stock  life  insurance  company  incorporated  under  the  laws of the  State of
California in 1906. It is principally  engaged in the sale of life insurance and
annuity  policies.  Transamerica  is a wholly-owned  subsidiary of  Transamerica
Insurance  Corporation  of California,  which in turn is a direct  subsidiary of
Transamerica  Corporation.  The  address of  Transamerica  is 1150  South  Olive
Street, Los Angeles, California, 90015. Published Ratings
         Transamerica  may from time to time  publish in  advertisements,  sales
literature and reports to Owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A.M. Best Company,
Standard & Poor's,  Moody's, and Duff & Phelps. The purpose of the ratings is to
reflect the financial strength and/or claims-paying  ability of Transamerica and
should not be considered as bearing on the investment performance of assets held
in the Variable  Account.  Each year the A.M. Best Company reviews the financial
status  of  thousands  of  insurers,  culminating  in the  assignment  of Best's
Ratings.  These ratings reflect their current opinion of the relative  financial
strength and operating  performance of an insurance company in comparison to the
norms of the life/health  insurance  industry.  In addition,  the  claims-paying
ability of  Transamerica  as  measured by  Standard & Poor's  Insurance  Ratings
Services,  Moody's,  or Duff & Phelps may be  referred to in  advertisements  or
sales  literature  or in reports to Owners.  These  ratings  are  opinions of an
operating  insurance company's financial capacity to meet the obligations of its
insurance  and annuity  policies in accordance  with their terms,  including its
obligations under the Fixed Account provisions of this Contract. Such ratings do
not reflect the investment  performance of the Variable Account or the degree of
risk associated with an investment in the Variable Account. The Variable Account
         Separate  Account VA-2L of  Transamerica  (the "Variable  Account") was
established by Transamerica as a separate account under the laws of the State of
California on May 22, 1992 pursuant to  resolutions of  Transamerica's  Board of
Directors.  The Variable  Account is registered with the Securities and Exchange
Commission  ("Commission")  under the Investment  Company Act of 1940 (the "1940
Act") as a unit investment  trust. It meets the definition of a separate account
under the federal  securities laws.  However,  the Commission does not supervise
the management or the investment practices or policies of the Variable Account.
         The assets of the Variable  Account are owned by Transamerica  but they
are held separately from the other assets of Transamerica.  Section 10506 of the
California  Insurance Law provides that the assets of a separate account are not
chargeable  with  liabilities  incurred in any other  business  operation of the
insurance  company  (except to the extent  that assets in the  separate  account
exceed the reserves and other  liabilities  of the  separate  account).  Income,
gains and losses incurred on the assets in the Variable Account,  whether or not
realized, are credited to or charged against the Variable Account without regard
to other income,  gains or losses of  Transamerica.  Therefore,  the  investment
performance of the Variable Account is entirely independent of the

                                                            20

<PAGE>



investment  performance of  Transamerica's  general  account assets or any other
separate account maintained by Transamerica.
         The Variable Account has ten Sub-Accounts, each of which invests solely
 in a specific corresponding
Portfolio. (See "The Funds" page 21.) Changes to the Sub-Accounts may be made at
 the discretion of
Transamerica. (See "Addition, Deletion, or Substitution" page 24.)

THE FUNDS

         The  Variable  Account  invests  exclusively  in Series of the  Dreyfus
Variable  Investment  Fund (the "Variable  Fund"),  the Dreyfus Stock Index Fund
(the "Stock Index Fund") and The Dreyfus Socially  Responsible Growth Fund, Inc.
(the  "Socially  Responsible  Fund").  The  Variable  Fund was  organized  as an
unincorporated  business trust under  Massachusetts law pursuant to an Agreement
and Declaration of Trust dated October 29, 1986,  commenced operations on August
31,  1990,  and is  registered  with the  Commission  as an open-end  management
investment  company  under  the  1940  Act.  Currently,   eleven  Series  (i.e.,
Portfolios) of the Variable Fund are available for the Contracts.  Each of these
Portfolios has separate  investment  objectives and policies.  As a result, each
Portfolio  operates  as a  separate  investment  Portfolio,  and the  investment
performance of one Portfolio has no effect on the investment  performance of any
other  Portfolio.  The Stock Index Fund was  incorporated  under Maryland law on
January 24, 1989,  commenced operations on September 29, 1989, and is registered
with the  Commission  as an  open-end,  non-diversified,  management  investment
company.  The Socially  Responsible Fund was incorporated  under Maryland law on
July 20, 1992,  commenced  operations on October 7, 1993, and is registered with
the  Commission  as an open-end,  diversified,  management  investment  company.
However,  the  Commission  does not supervise the  management or the  investment
practices and policies of any of the Funds. The assets of the Variable Fund, the
Socially  Responsible  Fund and the Stock Index Fund are each  separate from the
assets of the other Funds.
         The Dreyfus Corporation provides investment advisory and administrative
services to the Variable Fund and the Socially  Responsible  Fund. Mellon Equity
Associates provides index fund management services to the Stock Index Fund, with
The Dreyfus  Corporation  serving as the manager,  in accordance with applicable
agreements  with the Fund.  Comstock  Partners,  Inc.,  provides  sub-investment
advisory services for the Managed Assets Portfolio. Fayez Sarofim & Co. provides
sub-investment  advisory services for the Capital  Appreciation  Portfolio.  NCM
Capital Management Group, Inc.,  provides  sub-investment  advisory services for
the Socially Responsible Fund.
         The Portfolios are described below. See the Variable Fund, the Stock 
Index Fund and the Socially
Responsible Fund prospectuses for more information.
Money Market Portfolio
         The Money Market Portfolio's investment objective is to achieve as high
a level of current income as is consistent with the  preservation of capital and
the maintenance of liquidity.  It seeks to achieve its objective by investing in
short-term  money market  instruments.  The  investment  advisory fee is payable
monthly at the annual rate of 0.50 of 1% of the value of the Portfolio's average
daily net assets. This Portfolio is neither insured nor guaranteed by the United
States  Government,  and  there  can be no  assurance  that  it  will be able to
maintain a stable net asset value of $1.00 per share. Managed Assets Portfolio
         The Managed  Assets  Portfolio's  investment  objective  is to maximize
total return, consisting of capital appreciation and current income. It seeks to
achieve its objective by investing in a wide range of equity and debt securities
and money market  instruments.  An investment advisory fee is payable monthly to
The  Dreyfus  Corporation,  and a  sub-investment  advisory  fee is  payable  to
Comstock Partners,  Inc., each at the annual rate of 0.375 of 1% (for a total of
0.75%) of the value of the  Portfolio's  average  daily net assets.  Zero Coupon
2000 Portfolio
         The Zero Coupon 2000 Portfolio's  investment objective is to provide as
high an investment return as is consistent with the preservation of capital.  It
seeks to achieve its objective by investing primarily in debt obligations of the
U.S.  Treasury  that have been  stripped of their  unmatured  interest  coupons,
interest coupons that

                                                            21

<PAGE>



have been stripped from debt obligations issued by the U.S. Treasury and 
receipts and certificates for stripped debt
obligations and stripped coupons including U.S. Government trust certificates 
(collectively, "Stripped Treasury
Securities"). The Portfolio also may purchase certain other types of stripped 
government or corporate securities.
The Portfolio's assets will consist primarily of Portfolio securities which will
 mature on or about December 31,
2000. The investment advisory fee is payable monthly at the annual rate of 0.45
 of 1% of the value of the
Portfolio's average daily net assets.
Quality Bond Portfolio
         The Quality  Bond  Portfolio's  investment  objective is to provide the
maximum amount of current income to the extent  consistent with the preservation
of capital and the  maintenance of liquidity.  It seeks to achieve its objective
by  investing  principally  in  debt  obligations  of  corporations,   the  U.S.
Government   and  its  agencies  and   instrumentalities,   and  major   banking
institutions.  The investment advisory fee is payable monthly at the annual rate
of 0.65 of 1% of the value of the  Portfolio's  average daily net assets.  Small
Cap Portfolio
         The Small Cap Portfolio's  investment  objective is to maximize capital
appreciation.  It seeks to achieve its  objective  by investing  principally  in
common stocks;  under normal market conditions,  the Series will invest at least
65% of its total assets in companies  with market  capitalizations  of less than
$750 million at the time of purchase which The Dreyfus  Corporation  believes to
be  characterized  by new or innovative  products,  services or processes  which
should enhance prospects for growth in future earnings.  The investment advisory
fee is  payable  monthly  at the  annual  rate of 0.75 of 1% of the value of the
Portfolio's average daily net assets. Capital Appreciation Portfolio
         The Capital Appreciation Portfolio's primary investment objective is to
provide  long-term  capital growth  consistent with the preservation of capital;
current  income is a secondary  goal. It seeks to achieve its goals by investing
in common stocks of domestic and foreign issuers.  An investment advisory fee is
payable monthly to The Dreyfus Corporation and a sub-investment  advisory fee is
payable  monthly to Fayez Sarofim & Co. at the aggregate  annual rate of 0.75 of
1% of the value of the Portfolio's  average daily net assets.  Growth and Income
Portfolio
         The Growth and Income  Portfolio's  investment  objective is to provide
long-term capital growth,  current income and growth of income,  consistent with
reasonable  investment risk. This Portfolio invests primarily in equity and debt
securities  and money market  instruments of domestic and foreign  issuers.  The
proportion of the Portfolio's assets invested in each type of security will vary
from time to time in  accordance  with The Dreyfus  Corporation's  assessment of
economic conditions and investment opportunities.  An investment advisory fee is
payable  monthly to The Dreyfus  Corporation at the annual rate of 0.75 of 1% of
the value of the  Portfolio's  average  daily net assets.  International  Equity
Portfolio
         The International Equity Portfolio's investment objective is to 
maximize capital appreciation. This Portfolio
invests primarily in the equity securities of foreign issuers located throughout
 the world. An investment advisory
fee at an annual rate of 0.75 of 1% of the value of the Portfolio's average 
daily net assets is payable monthly to
The Dreyfus Corporation.
International Value Portfolio
         The International Value Portfolio's  investment  objective is long-term
capital growth.  This Series invests primarily in a portfolio of publicly traded
equity  securities of foreign  issuers which would be  characterized  as "value"
companies  according  to  criteria  established  by the  Portfolio's  investment
adviser.   An  investment  advisory  fee  is  payable  monthly  to  The  Dreyfus
Corporation at the annual rate of 1.00% of the value of the Portfolio's  average
daily net assets. Disciplined Stock Portfolio
         The Disciplined  Stock Portfolio's  investment  objective is to provide
investment  results  that are  greater  than the  total  return  performance  of
publicly  traded common stocks in the aggregate,  as presented by the Standard &
Poor's 500 Composite  Stock Price Index.  This Portfolio  will use  quantitative
statistical  modeling  techniques  to  construct  a  portfolio  in an attempt to
achieve its investment  objective,  without  assuming undue risk relative to the
broad stock market. An investment advisory fee is payable monthly to The Dreyfus
Corporation  at the  annual  rate of 0.75 of 1% of the value of the  Portfolio's
average daily net assets.

                                                            22

<PAGE>



Small Company Stock Portfolio
         The Small Company Stock Portfolio's  investment objective is to provide
investment  results  that are  greater  than the  total  return  performance  of
publicly  traded common stocks in the  aggregate,  as represented by the Russell
2500(TM)  Index.  This  Portfolio  invests  primarily  in a portfolio  of equity
securities  of small- to  medium-sized  domestic  issuers,  while  attempting to
maintain volatility and diversification  similar to that of the Russell 2500(TM)
Index. An investment  advisory fee is payable monthly to The Dreyfus Corporation
at the annual rate of 0.75 of 1% of the value of the  Portfolio's  average daily
net assets. Stock Index Fund
         The Stock Index Fund's  investment  objective is to provide  investment
results that  correspond to the price and yield  performance of publicly  traded
common  stocks in the  aggregate,  as  represented  by the Standard & Poor's 500
Composite  Stock Price Index.  The Stock Index Fund is neither  sponsored by nor
affiliated  with  Standard  & Poor's  Corporation.  The Stock  Index Fund pays a
monthly  management fee to The Dreyfus  Corporation at the annual rate of 0.245%
of the value of the Stock Index  Fund's  average  daily net assets.  The Dreyfus
Corporation  has agreed to pay Mellon  Equity  Assoicates  a monthly  fee at the
annual rate of 0.095% of the value of the Fund's  average daily net assets.  The
Socially Responsible Fund
         The Socially  Responsible  Fund's  primary  goal is to provide  capital
growth. It seeks to achieve this goal by investing principally in common stocks,
or securities  convertible into common stock, of companies which, in the opinion
of the Fund's management,  not only meet traditional  investment standards,  but
also show evidence that they conduct their business in a manner that contributes
to the  enhancement  of the  quality  of life in  America.  Current  income is a
secondary goal. A management fee is payable  monthly to The Dreyfus  Corporation
at the annual rate of 0.75 of 1% of the value of the Socially Responsible Fund's
average daily net assets.  The Dreyfus  Corporation pays NCM Capital  Management
Group,  Inc. a  sub-investment  advisory fee at the annual rate of 0.10 of 1% of
the  Portfolio's  average daily net assets up to $32 million;  0.15 of 1% of the
Portfolio's  average  daily  net  assets in  excess  of $32  million  up to $150
million;  0.20 of 1% of the  Portfolio's  average  daily net assets in excess of
$150 million up to $300 million; and 0.25 of 1% of the Portfolio's average daily
net assets in excess of $300 million.
         Meeting objectives depends on various factors, including, but not 
limited to, how well the Portfolio
managers anticipate changing economic and market conditions. THERE IS NO 
ASSURANCE THAT ANY OF
THESE PORTFOLIOS WILL ACHIEVE THEIR STATED OBJECTIVES.
         An  investment  in the Contract is not a deposit or  obligation  of, or
guaranteed or endorsed,  by any bank, nor is the Contract  federally  insured by
the Federal  Deposit  Insurance  Corporation,  the Federal Reserve Board, or any
other government  agency.  Investing in the Contract involves certain investment
risks, including possible loss of principal.
         Since  all of the  Portfolios  are  available  to  registered  separate
accounts offering variable annuity and variable life products of Transamerica as
well as other  insurance  companies,  there  is a  possibility  that a  material
conflict may arise between the interests of the Variable Account and one or more
other  separate  accounts  investing  in the  Funds.  In the event of a material
conflict,  the affected  insurance  companies  will take any necessary  steps to
resolve the matter, including stopping their separate accounts from investing in
the Funds. See the Funds' prospectuses for greater details.
         Additional   information   concerning  the  investment  objectives  and
policies  of  all  of the  Portfolios,  the  investment  advisory  services  and
administrative services and charges can be found in the current prospectuses for
the Funds which accompany this  Prospectus.  The Funds'  prospectuses  should be
read carefully before any decision is made concerning the allocation of Purchase
Payments  to, or transfers  among,  the  Sub-Accounts.  Addition,  Deletion,  or
Substitution
         Transamerica  does not control the Funds and cannot  guarantee that any
of the Sub-Accounts of the Variable Account or any of the Portfolios will always
be available  for  allocation of Purchase  Payments or  transfers.  Transamerica
retains  the  right  to  make  changes  in  the  Variable  Account  and  in  its
investments.
         Transamerica  reserves  the  right  to  eliminate  the  shares  of  any
Portfolio held by a Sub-Account and to substitute shares of another Portfolio or
of another investment company for the shares of any Portfolio, if the

                                                            23

<PAGE>



shares  of the  Portfolio  are no  longer  available  for  investment  or if, in
Transamerica's  judgment,  investment in any Portfolio would be inappropriate in
view of the purposes of the Variable Account. To the extent required by the 1940
Act,  a  substitution  of  shares  attributable  to the  Owner's  interest  in a
Sub-Account  will not be made  without  prior  notice to the Owner and the prior
approval of the Commission.  Nothing contained herein shall prevent the Variable
Account from purchasing other securities for other series or classes of variable
annuity  policies,  or from  effecting an exchange  between series or classes of
variable policies on the basis of requests made by Owners.
         New  Sub-Accounts  may be established  when, in the sole  discretion of
Transamerica, marketing, tax, investment or other conditions so warrant. Any new
Sub-Accounts  will  be made  available  to  existing  Owners  on a  basis  to be
determined by Transamerica.  Each additional Sub-Account will purchase shares in
a Portfolio or in another mutual fund or investment  vehicle.  Transamerica  may
also eliminate one or more  Sub-Accounts if, in its sole discretion,  marketing,
tax,  investment or other conditions so warrant. In the event any Sub-Account is
eliminated,  Transamerica  will notify Owners and request a re-allocation of the
amounts invested in the eliminated Sub-Account.
         In the event of any substitution or change,  Transamerica may make such
changes in the  Contract as may be  necessary  or  appropriate  to reflect  such
substitution  or change.  Furthermore,  if deemed to be in the best interests of
persons  having voting rights under the Contracts,  the Variable  Account may be
operated as a management  company under the 1940 Act or any other form permitted
by law, may be de-registered under such Act in the event such registration is no
longer required, or may be combined with one or more other separate accounts.

THE FIXED ACCOUNT

         This Prospectus is generally intended to serve as a disclosure document
 only for the Contract and the
Variable Account.  For complete details regarding the Fixed Account, see the
Contract itself.  The Fixed Account
is not available in all states.
         Purchase  Payments  allocated to and amounts  transferred  to the Fixed
Account  become  part of the general  account of  Transamerica,  which  supports
insurance  and  annuity  obligations.  Because  of  exemptive  and  exclusionary
provisions,  interests in the general account have not been registered under the
Securities Act of 1933 (the "1933 Act"),  nor is the general account  registered
as an investment  company under the 1940 Act.  Accordingly,  neither the general
account nor any interests therein are generally subject to the provisions of the
1933 Act or the 1940 Act,  and  Transamerica  has been advised that the staff of
the Securities and Exchange  Commission has not reviewed the disclosures in this
Prospectus which relate to the Fixed Account.
         The  Guarantee  Periods of the Fixed  Account  are part of the  general
account of Transamerica. The general account of Transamerica consists of all the
general assets of Transamerica,  other than those in the Variable Account, or in
any other segregated asset account.  Instead of the Owner bearing the investment
risk as is the case for values in the Variable Account,  Transamerica  bears the
full investment risk for all values in the Fixed Account.  Transamerica has sole
discretion  to invest the assets of its general  account  subject to  applicable
law.
         The  allocation  or  transfer  of funds to the Fixed  Account  does not
entitle  the  Owner to  share in the  investment  experience  of  Transamerica's
general account.  Instead,  Transamerica  guarantees that the funds allocated or
transferred to the Fixed Account will accrue a specified annual rate of interest
for a specific  duration.  The rate of interest credited will always be at least
3% per year. Consequently, if the Owner allocates all Net Purchase Payments only
to the Fixed Account and makes no transfers or  withdrawals,  the minimum amount
of the Account Value will be determinable and guaranteed.


                                                            24

<PAGE>



The  Policy  Owner  bears the risk that,  after the  initial  Guarantee  Period,
Transamerica  will not  credit  interest  in  excess  of 3% per year to  amounts
allocated to the Fixed Account.

Net  Purchase  Payments  allocated  to the Fixed  Account  will  establish a new
Guarantee Period of a duration selected by the Owner from among those then being
offered by  Transamerica.  Every Guarantee  Period offered by Transamerica  will
have a duration of at least one year.  The minimum  amount that may be allocated
or transferred to a Guarantee Period is $1,000.  Net Purchase Payments allocated
to the Fixed Account will be credited on the date the payment is received at the
Service Center.  Any amount  transferred from another Guarantee Period or from a
Sub-Account  of the Variable  Account to the Fixed Account will  establish a new
Guarantee Period as of the effective date of the transfer. Guarantee Periods
         Each Guarantee  Period will have its own  Guaranteed  Interest Rate and
Expiration  Date. The Guaranteed  Interest Rate applicable to a Guarantee Period
will depend on the date the  Guarantee  Period is  established  and the duration
chosen by the Owner. A Guarantee Period chosen may not extend beyond the Annuity
Date.
         Transamerica  reserves  the  right to  change  the  maximum  number  of
Guarantee Periods that may be in effect at any one time.
         Transamerica will establish effective annual rates of interest for each
Guarantee  Period.  The  effective  annual  rate  of  interest   established  by
Transamerica  for a Guarantee  Period will remain in effect for the  duration of
the Guarantee Period.
         Interest  will be  credited to a  Guarantee  Period  based on its daily
balance at a daily rate which is  equivalent  to the  Guaranteed  Interest  Rate
applicable to that Guarantee Period for amounts held during the entire Guarantee
Period.  Amounts  withdrawn or transferred  from a Guarantee Period prior to its
Expiration Date will be subject to an interest adjustment as described below. In
no event will the  effective  annual rate of interest  applicable to a Guarantee
Period be less than 3% per year. Interest Adjustment
         An interest  adjustment  occurs when a withdrawal or a transfer is made
from a Guarantee Period before its Expiration Date. ANY SUCH AMOUNT WITHDRAWN OR
TRANSFERRED  FROM A GUARANTEE PERIOD WILL BE CREDITED WITH INTEREST AT A RATE OF
ONLY 3% PER YEAR FROM THE DATE THE GUARANTEE  PERIOD WAS ESTABLISHED TO THE DATE
OF PAYMENT OR TRANSFER,  REGARDLESS OF THE GUARANTEED  INTEREST RATE. THIS MEANS
THAT ANY INTEREST IN EXCESS OF 3% WILL BE FORFEITED.
         An interest adjustment will not apply to amounts withdrawn or 
transferred within the 30-day period ending
on the Expiration Date of the Guarantee Period from which the withdrawal or 
transfer is being made.  No interest
adjustment applies to death benefits.
Expiration of Guarantee Period
         At least 45 days,  but not more than 60 days,  prior to the  Expiration
Date of a Guarantee Period, Transamerica will notify the Owner as to the options
available  when a  Guarantee  Period  expires.  The  Owner  may elect one of the
following options:
         (a)      transfer the Guarantee  Amount of that  Guarantee  Period to a
                  new  Guarantee  Period  from  among  those  being  offered  by
                  Transamerica  at such time.  The new Guarantee  Period will be
                  established  on the  later  of (i) the  date  selected  by the
                  Owner,  or (ii)  the  date the  notice,  in a form and  manner
                  acceptable to Transamerica, is received by Transamerica at the
                  Service Center, but in no event later than the day immediately
                  following  the  Expiration  Date  of  the  previous  Guarantee
                  Period; or
         (b)      transfer the Guarantee Amount of that Guarantee Period to one
 or more Sub-Accounts of the
                  Variable Account.

                                                            25

<PAGE>



         Transamerica  must  receive the Owner's  notice  electing  one of these
options at the Service Center by the expiration date of the Guarantee Period. If
such election has not been received by Transamerica  at the Service Center,  the
Guarantee Amount of that Guarantee Period will remain in the Fixed Account and a
new Guarantee Period of the same duration as the expiring  Guarantee  Period, if
offered, will automatically be established by Transamerica with a new Guaranteed
Interest  Rate  declared by  Transamerica  for that  Guarantee  Period.  The new
Guarantee  Period will start on the day  following  the  expiration  date of the
previous Guarantee Period.
         If Transamerica is not currently  offering Guarantee Periods having the
same duration as the expiring Guarantee Period, the new Guarantee Period will be
the next longer duration,  or if Transamerica is not offering  Guarantee Periods
longer than the  duration of the  expiring  Guarantee  Period,  the next shorter
duration.
         If the Guarantee  Amount of an expiring  Guarantee  Period is less than
$1,000,  Transamerica  reserves  the right to transfer  such amount to the Money
Market Sub-Account of the Variable Account.
         A transfer from a Guarantee Period made within the 30-day period ending
on its Expiration  Date will not be counted for the purpose of  determining  the
eighteen  allowable  transfers  per  Contract  Year,  nor will such  transfer be
subject to any interest adjustment.

THE CONTRACT

         The  Contract  is a Flexible  Purchase  Payment  Multi-Funded  Deferred
Annuity  Contract.  The  rights  and  benefits  are  described  below and in the
individual  contract  or  in  the  certificate  and  group  contract;   however,
Transamerica  reserves  the  right  to make  any  modification  to  conform  the
individual  contract and the group contract and  certificates  thereunder to, or
give  the  Owner  the  benefit  of,  any  federal  or state  statute  or rule or
regulation.  The obligations under the Contract are obligations of Transamerica.
The  Contracts  are  available  on  a  non-qualified  basis  and  as  individual
retirement  annuities  (IRAs)  that  qualify  for  special  federal  income  tax
treatment,  as Section 403(b)  annuities,  and for use in qualified  pension and
profit sharing plans established by corporate employers.  Contracts for use with
such qualified  plans may not be available in all states.  Generally,  Qualified
Contracts contain certain restrictive  provisions limiting the timing and amount
of payments and distributions from the Qualified Contract.
         The Owner  designates  the  Annuitant.  The  Annuitant  can be the same
person  as the  Owner  and must be the same  person  in the case of a  Qualified
Contract.
         Annuity  Payments will be made to the Annuitant  after the Annuity Date
unless,  in the case of a  Non-Qualified  Contract,  the Owner changes the Payee
after the Annuity Date.
         For each Contract, a different Account will be established and values,
benefits and charges will be
calculated separately. The various administrative rules described below will 
apply separately to each Contract,
unless otherwise noted.
Qualified Contracts
         The  Contracts  may be used to fund IRA rollovers for use in connection
with Section  408(b) of the Code. An IRA rollover is a rollover of certain kinds
of distributions  from qualified plans,  Section 403(b) tax sheltered  annuities
and  individual  retirement  plans,  following  the rules set out in the Code to
maintain favorable tax treatment to an Individual Retirement Annuity.
         The  Contracts  may also be used  (a) for  various  types of  qualified
pension and profit  sharing plans under  Section 401 of the Code,  which permits
corporate   employers  to  establish  various  types  of  retirement  plans  for
employees, and (b) as Section 403(b) annuities.  Purchasers of the contracts for
use in qualified plans should seek competent advice regarding the suitability of
the  proposed  plan  documents  and  the  Contract  to  their  specific   needs.
Transamerica  reserves  the right to  decline  to sell the  Contract  to certain
qualified  plans or  terminate  the contract if in  Transamerica's  judgment the
Contract  is not  appropriate  for the plan.  The  Contracts  issued  for use in
connection with Sections 401 and 403(b)  qualified plans may not be available in
all states.
         If a Contract is purchased to fund an IRA, the  Annuitant  must also be
the Owner.  In  addition,  under  current tax law, if a Contract is purchased to
fund an IRA, minimum distributions must commence not later than April 1st of the
calendar year following the calendar year in which the Owner attains age 70 1/2.
The Owner should consult his/her tax adviser concerning these matters.

                                                            26

<PAGE>




APPLICATION AND PURCHASE PAYMENTS

Purchase Payments
         All  Purchase   Payments  must  be  paid  to  the  Service  Center.   A
confirmation  will be issued to the Owner upon the  acceptance  of each Purchase
Payment.
         The Initial Purchase Payment for each Contract must be at least $5,000.
         The Contract will be issued and the Net Purchase  Payment  derived from
the Initial Purchase Payment  generally will be accepted and credited within two
business  days after the later of receipt of sufficient  information  to issue a
Contract or receipt of the Initial  Purchase  Payment at the Service Center.  (A
Net Purchase Payment is the Purchase Payment less any applicable  premium taxes,
including  retaliatory  premium  taxes.)  Acceptance  is subject  to  sufficient
information   being  provided  in  a  form  acceptable  to   Transamerica,   and
Transamerica  reserves the right to reject any application or Purchase  Payment.
Contracts  normally will not be issued with respect to  annuitants  more than 80
years old, although Transamerica in its discretion may waive this restriction in
appropriate cases.
         If the Initial  Purchase  Payment cannot be credited within two days of
receipt  of the  Purchase  Payment  and  information  requesting  issuance  of a
Contract  because the  information  is incomplete or for any other reason,  then
Transamerica  will contact the Owner,  explain the reason for the delay and will
refund the Initial Purchase Payment within five business days,  unless the Owner
consents to Transamerica retaining the Initial Purchase Payment and crediting it
as soon as the requirements are fulfilled.
         Each Contract  provides for a Free Look Period of 10 days (or longer if
required by state law) after receipt of the Contract  during which the Owner may
cancel the Contract.  To cancel,  the Contract must be returned to  Transamerica
with a written  notice of  cancellation.  In some  states (and in all states for
IRAs),  Transamerica  will  refund  the sum  of:  (i)  the  Purchase  Payment(s)
allocated to the Fixed Account,  and (ii) the greater of the Purchase Payment(s)
allocated to the Variable  Account or the Variable  Accumulated  Value as of the
date the written  notice and the Contract are received by  Transamerica.  In all
other states,  the Account Value will be returned with any adjustments  required
by  applicable  law or  regulation  (and without  imposition  of any  Contingent
Deferred Sales Load) as of the date the notice and Contract are received. Owners
should consult their  registered  representative  or investment  adviser (or see
their Contract) for the applicable provision.
         Additional  Purchase  Payments  may be made at any  time  prior  to the
Annuity  Date,  as long as the  Annuitant  or  Contingent  Annuitant  is living.
Additional  Purchase  Payments  must be at least $500,  or at least $100 if made
pursuant  to an  automatic  payment  plan under  which the  Additional  Purchase
Payment is  automatically  deducted  from a bank account.  In addition,  minimum
allocation  amounts apply (see  "Allocation  of Purchase  Payments" on page 28).
Additional Net Purchase Payments are credited to the Contract as of the date the
payment is received.
         Total  Purchase  Payments for any  Contract  may not exceed  $1,000,000
without prior approval of Transamerica.
         In no event may the sum of all Purchase Payments for a Contract during
 any taxable year exceed the limits
imposed by any applicable federal or state law, rules, or regulations.
Allocation of Purchase Payments
         The Owner specifies in the  application  how Purchase  Payments will be
allocated  under the Contract.  The Owner may allocate the Net Purchase  Payment
between and among one or more of the  Sub-Accounts  of the Variable  Account and
the  Guarantee  Periods of the Fixed  Account as long as the  portions are whole
number  percentages and any allocation  percentage for a Sub-Account is at least
10%.  In  addition,  the  Initial  Purchase  Payment  is  subject  to a  minimum
allocation of $1,000 to any selected  Sub-Account or Guarantee Period. The Owner
may choose to allocate nothing to a particular Sub-Account or Guarantee Period.
         On the Contract Date, in states where the greater of Purchase  Payments
or Account Value will be refunded on exercise of the Free Look right (and in all
states for IRAs),  the Net Purchase  Payment derived from the portion of Initial
Purchase  Payment  allocated to the Variable  Account will first be allocated to
the Money Market  Sub-Account  of the  Variable  Account and will remain in that
Sub-Account until the estimated end of the Free Look Period (allowing 5 days for
delivery of the Contract by mail). The dollar value of the Variable Accumulation

                                                            27

<PAGE>



Units held in the Money  Market  Sub-Account  attributable  to such Net Purchase
Payment will then be allocated among the Sub-Accounts of the Variable Account in
accordance with the allocation  percentages  selected by the Owner. In all other
states,  on the  Contract  Date the Net  Purchase  Payment(s)  derived  from the
Initial Purchase Payment(s) will be allocated between and among the Sub-Accounts
of the  Variable  Account  and the  Guarantee  Periods  of the Fixed  Account in
accordance with the allocation percentages selected by the Owner.
         Each Net Purchase Payment will be subject to the allocation percentages
in  effect at the time of  receipt  of such  Purchase  Payment.  The  allocation
percentages for new Purchase  Payments between and among the Sub-Accounts of the
Variable Account and the Guarantee Period of the Fixed Account may be changed by
the Owner at any time by  submitting  a request for such  change,  in a form and
manner  acceptable to  Transamerica,  to the Service Center.  Any changes to the
allocation percentages are subject to the limitation above. Any change will take
effect with the first  Purchase  Payment  received  with or after receipt by the
Service Center of the request for such change,  in a form and manner  acceptable
to Transamerica and will continue in effect until subsequently changed.
         If the allocation of additional Net Purchase Payments is directed to an
Inactive  Sub-Account of the Variable Account or a Guarantee Period of the Fixed
Account, then the amount allocated must be at least $1,000.

ACCOUNT VALUE

         Before the Annuity  Date,  the Account Value is equal to: (a) the Fixed
Accumulated Value plus (b) the Variable Accumulated Value. The Fixed Accumulated
Value is the total dollar amount of all  Guarantee  Amounts held under the Fixed
Account for the Contract prior to the Annuity Date. The Fixed  Accumulated Value
is  determined  without  regard  to  any  interest   adjustment.   The  Variable
Accumulated Value is the total dollar amount of all Variable  Accumulation Units
under each  Sub-Account  of the Variable  Account held for the Contract prior to
the Annuity Date.  The Variable  Accumulated  Value prior to the Annuity Date is
equal to: (a) Net Purchase Payments allocated to the Sub-Accounts; plus or minus
(b) any increase or decrease in the value of the assets of the  Sub-Accounts due
to  investment  results;  less (c) the daily  Mortality and Expense Risk Charge;
less (d) the daily  Administrative  Expense Charge;  less (e) any reductions for
the annual  Account Fee;  plus or minus (f) amounts  transferred  from or to the
Fixed  Account;  less  (g)  any  applicable  Transfer  Fees;  and  less  (h) any
withdrawals from the Sub-Accounts.
         A Valuation Period is the period between successive  Valuation Days. It
begins at the close of the New York Stock Exchange  (generally  4:00 p.m. ET) on
each  Valuation Day and ends at the close of the New York Stock  Exchange on the
next  succeeding  Valuation  Day. A Valuation  Day is each day that the New York
Stock Exchange is open for regular  business.  The value of the Variable Account
assets is determined at the end of each Valuation Day. To determine the value of
an asset on a day that is not a Valuation Day, the value of that asset as of the
end of the next Valuation Day will be used.
         The  Variable  Accumulated  Value is expected to change from  Valuation
Period to Valuation Period,  reflecting the investment  experience of all of the
selected Portfolios as well as the deductions for charges.
         Net Purchase Payments which the Owner allocates to a Sub-Account of the
Variable  Account  are  used to  purchase  Variable  Accumulation  Units in that
Sub-Account.  The number of Variable  Accumulation Units to be credited for each
Sub-Account  will be  determined  by dividing  the portion of each Net  Purchase
Payment  allocated to the  Sub-Account by the Variable  Accumulation  Unit Value
determined  at the end of the  Valuation  Period  during  which the Net Purchase
Payment was received. In the case of the Initial Net Purchase Payment,  Variable
Accumulation Units for that payment will be credited to the Account Value within
two  Valuation  Days of the later of: (a) the date an  acceptable  and  properly
completed  application  is received at our Service  Center;  or (b) the date our
Service  Center  receives  the  Initial  Purchase  Payment.  In the  case of any
subsequent Purchase Payment,  Variable  Accumulation Units for that payment will
be  credited  at the  end of the  Valuation  Period  during  which  Transamerica
receives  the  payment.  The  value  of a  Variable  Accumulation  Unit for each
Sub-Account  for a Valuation  Period is established at the end of each Valuation
Period and is calculated by multiplying the value of that unit at the end of the
prior  Valuation  Period by the  Sub-Account's  Net  Investment  Factor  for the
Valuation Period. The value of a Variable Accumulation Unit may go up or down.

                                                            28

<PAGE>



         The  Net   Investment   Factor  is  used  to  determine  the  value  of
Accumulation  and Annuity  Unit Values for the end of a  Valuation  Period.  The
applicable formula can be found in the Statement of Additional Information.
         Transfers  involving  Sub-Accounts  will result in the purchase  and/or
cancellation  of Variable  Accumulation  Units having a total value equal to the
dollar  amount  being  transferred  to or  from a  particular  Sub-Account.  The
purchase and  cancellation  of such units  generally are made using the Variable
Accumulation  Unit  value  of the  applicable  Sub-Account  as of the end of the
Valuation Day in which the transfer is effective.

TRANSFERS

Before the Annuity Date
         Before the Annuity  Date,  the Owner may transfer all or any portion of
the Account Value among and between the Sub-Accounts of the Variable Account and
the  Guarantee   Periods  of  the  Fixed  Account  currently  being  offered  by
Transamerica.
         Transfers among and between the Sub-Accounts and the Guarantee  Periods
of the Fixed Account may be made by  submitting a request,  in a form and manner
acceptable  to  Transamerica,  to the  Service  Center.  No  transfers  will  be
processed  until the later of (a) 30 days  after  the  Contract  Date or (b) the
estimated end of the Free Look Period  (allowing 5 days for delivery of contract
by mail).  The transfer  request must specify:  (a) the Sub-  Account(s)  and/or
Guarantee Period(s) from which the transfer is to be made; (b) the amount of the
transfer,  subject to the minimum transfer amount described in the Contract; and
(c) the  Sub-Account(s)  and/or  Guarantee  Period(s) to receive the transferred
amount.  The transfer  request is subject to the following  conditions:  (1) not
more than 18  transfers  between  and among the  Guarantee  Periods of the Fixed
Account and the  Sub-Accounts  may be made in any Contract Year; (2) the minimum
amount which may be transferred is $500; (3) the minimum transfer to an Inactive
Sub-Account is $1,000;  and (4) the minimum transfer required to establish a new
Guarantee  Period  under  the  Fixed  Account  is  $1,000.  Transfers  among the
Sub-Accounts  are also subject to such terms and conditions as may be imposed by
the Funds.
         Currently,  there is no charge  for  transfers.  However,  Transamerica
reserves  the  right to  impose  a  charge  of the  lesser  of 2% of the  amount
transferred  or $10 for  each  transfer  after  six in any  Contract  Year.  All
requests  received during a single  Valuation Period will be treated as a single
transfer.  A transfer  generally  will be  effective on the date the request for
transfer  is  received  by the Service  Center.  Transfers  involving  the Fixed
Account are counted as  transfers  for  purposes of  assessing  the Transfer Fee
charge for more than six (6) transfers in a Contract Year.
         When a transfer is made from a Guarantee  Period before its  Expiration
Date, the amount  transferred  will be subject to an interest  adjustment.  (See
"The Fixed Account" page 24.) A transfer from a Guarantee Period made within the
30-day period ending on its Expiration  Date will not be counted for the purpose
of the eighteen allowable transfers per Contract Year, nor will such transfer be
subject to any interest adjustment.
         If a transfer reduces the value in a Sub-Account to less than $1,000,
then Transamerica reserves the right
to transfer the remaining amount along with the amount requested to be 
transferred in accordance with the transfer
instructions provided by the Owner. Under current law, there will not be any tax
 liability to the Owner if the
Owner makes a transfer.
Telephone Transfers
         Transamerica  will allow telephone  transfers if the Owner has provided
proper  authorization  for such  transfers  in a form and manner  acceptable  to
Transamerica.  Limitations and rules for these transfers will be provided to the
Owner by  Transamerica.  Transamerica  reserves  the right to suspend  telephone
transfer  privileges  at any time,  for some or all  Contracts,  for any reason.
Withdrawals are not permitted by telephone.
         Transamerica  will  employ   reasonable   procedures  to  confirm  that
instructions  communicated  by  telephone  are  genuine  and if it follows  such
procedures  it  will  not be  liable  for  any  losses  due to  unauthorized  or
fraudulent instructions. Transamerica, however, may be liable for such losses if
it does not follow those reasonable procedures. The procedures Transamerica will
follow for  telephone  transfers  may  include  requiring  some form of personal
identification prior to acting on instructions received by telephone,  providing
written confirmation of the transaction,  and/or tape recording the instructions
given by telephone.

                                                            29

<PAGE>



Possible Restrictions
         Transamerica  reserves  the  right  without  prior  notice  to  modify,
restrict,  suspend or eliminate  the transfer  privileges  (including  telephone
transfers)  at any time and for any reason.  For  example,  restrictions  may be
necessary to protect  Owners from adverse  impacts on  Portfolio  management  of
large and/or  numerous  transfers by market timers or others.  Transamerica  has
determined  that  the  movement  of  significant  Sub-Account  values  from  one
Sub-Account  to  another  may  prevent  the  underlying  Portfolio  from  taking
advantage of  investment  opportunities  because the  Portfolio  must maintain a
significant cash position in order to handle redemptions. Such movement may also
cause a  substantial  increase  in  Portfolio  transaction  costs  which must be
indirectly borne by Contract Owners. Therefore,  Transamerica reserves the right
to require that all transfer requests be made by the Contract Owner and not by a
third  party  holding a power of  attorney  and to  require  that each  transfer
request be made by a separate  communication to Transamerica.  Transamerica also
reserves the right to request that each transfer request be submitted in writing
and be  manually  signed by the  Contract  Owner or Owners;  facsimile  transfer
requests may not be allowed. Dollar Cost Averaging
         Prior to the Annuity Date, the Owner may automatically transfer amounts
from either (but not both) of the Sub-Accounts  which invest in the Money Market
or Quality Bond  Portfolios to any of the other  Sub-Accounts on a monthly basis
by submitting a request to the Service Center in a form and manner acceptable to
Transamerica.  The  transfers  will  begin on the  tenth  day of the next  month
following receipt of such request, provided that Dollar Cost Averaging transfers
will not commence until the later of (a) 30 days after the Contract Date, or (b)
the estimated  end of the Free Look Period  (allowing 5 days for delivery of the
Contract by mail).  Transfers will continue for twelve consecutive months unless
terminated by the Owner, or  automatically  terminated by  Transamerica  because
there are insufficient funds in the applicable Sub-Account, or for other reasons
as set forth in the  Contract.  The Owner may request that monthly  transfers be
continued for an additional twelve months by giving notice to the Service Center
in a form and manner acceptable to Transamerica within 30 days prior to the last
monthly transfer. If no request to continue the monthly transfers is made by the
Owner, this option will terminate automatically with the twelfth transfer.
         In order to be eligible for Dollar Cost Averaging,  the Owner must meet
the following conditions:  (1) the value of the selected Sub-Account (from which
the transfers are made) must be at least $5,000; (2) the minimum amount that can
be transferred  out of the selected  Sub-Account is $250 per month;  and (3) the
minimum amount  transferred into any other Sub-Account is the greater of $250 or
10% of the amount being transferred.  Dollar Cost Averaging transfers can not be
made from a Sub-Account from which Systematic  Withdrawals or Automatic  Payouts
are being made.
          There is no charge for the Dollar Cost Averaging service and transfers
due to Dollar  Cost  Averaging  will not count  toward the  number of  transfers
without charge nor the limit of 18 transfers per Contract Year.
         Dollar  Cost  Averaging  is not  available  with  respect  to the Fixed
Account.
After the Annuity Date
         If a Variable  Annuity  Payout  Option is  elected,  the Owner may make
transfers among  Sub-Accounts after the Annuity Date by giving a written request
to the Service Center, subject to the following provisions:  (1) transfers after
the Annuity  Date may be made no more than four times  during any Annuity  Year;
and (2) the minimum amount  transferred  from one  Sub-Account to another is the
amount supporting a current $75 monthly payment.
         Transfers  among  Sub-Accounts   during  the  Annuity  Period  will  be
processed  based  on  the  formula  outlined  in  the  Statement  of  Additional
Information.

CASH WITHDRAWALS

Withdrawals
         The Owner may  withdraw all or part of the Cash  Surrender  Value for a
Contract at any time during the life of the  Annuitant  and prior to the Annuity
Date by giving a written  request to the Service Center and subject to the rules
below.  Federal or state laws,  rules or regulations may also apply.  The amount
payable to the Owner

                                                            30

<PAGE>



if the  Contract  is  surrendered  on or  before  the  Annuity  Date is the Cash
Surrender Value which is equal to the Account Value,  less the Account Fee, less
any interest adjustment, less any applicable Contingent Deferred Sales Load, and
less applicable  premium taxes. If the Account Value exceeds $50,000 on the date
the Contract is  surrendered,  and where permitted by state law, the Account Fee
will be waived.
         No withdrawals may be made after the Annuity Date. Partial  withdrawals
must be at least  $500.  No  partial  withdrawals  will be  permitted  while the
Systematic Withdrawal Option is in effect.
         A full surrender will result in a cash withdrawal  payment equal to the
Cash  Surrender  Value  at the end of the  Valuation  Period  during  which  the
election is received along with all completed forms.  Any applicable  Contingent
Deferred Sales Load will be deducted from the amount paid.
         In the case of a partial  withdrawal,  the Owner may direct the Service
Center to withdraw  amounts from specific  Sub-Account(s)  and/or from the Fixed
Account.  If the  Owner  does not  specify  the  Sub-Account(s)  from  which the
withdrawal  is to be  made,  the  withdrawal  will be taken  pro  rata  from all
Sub-Accounts  of the  Variable  Account with current  values.  If the  requested
withdrawal reduces the value of a Sub-Account from which the withdrawal was made
to less than $1,000,  Transamerica  reserves the right to transfer the remaining
value of that  Sub-Account  pro rata among the other  Active  Sub-Accounts  with
values equal to or greater  than $1,000.  If no such  Sub-Accounts  exist,  such
transfer  will  be made to the  Money  Market  Sub-Account.  The  Owner  will be
notified in writing of any such transfer.
         A partial  withdrawal  request will not be processed if it would reduce
the Account Value to less than $2,000.  In that case, the Owner will be notified
that he or she will have 10 days from the date notice is mailed to: (a) withdraw
a lesser amount  (subject to the $500  minimum),  leaving an Account Value of at
least  $2,000;  or (b)  surrender  the  Contract for its Cash  Surrender  Value.
(Amounts payable will be determined as of the end of the Valuation Period during
which the subsequent instructions are received.) If, after the expiration of the
10-day period,  no written  election is received from the Owner,  the withdrawal
request will be considered null and void, and no withdrawal will be processed.
         The Account Fee, unless waived,  will be deducted from a full surrender
before the  application of any Contingent  Deferred Sales Load (see "Charges and
Deductions" page 35).
         Withdrawals may be taxable transactions. The Code requires Transamerica
to withhold  federal income tax from  withdrawals.  However,  except for certain
Qualified Plans,  generally an Owner will be entitled to elect, in writing,  not
to have  tax  withholding  apply.  Withholding  applies  to the  portion  of the
withdrawal  which is includible in income and subject to federal income tax. The
federal  income  tax  withholding  rate is 10%,  or 20% in the  case of  certain
qualified  plans, of the taxable amount of the withdrawal.  Withholding  applies
only if the taxable amount of the withdrawal is at least $200.  Some states also
require withholding for state income taxes.  Moreover,  the Code provides that a
10%  penalty tax may be imposed on the taxable  portions  of  distributions  for
certain early withdrawals. (See "Federal Tax Matters" page 41.)
         Withdrawal  (including  surrender) requests generally will be processed
as of the end of the Valuation  Period  during which the request,  including all
completed  forms, is received.  Payment of any cash withdrawal or lump sum death
benefit due from the Variable Account will occur within seven days from the date
the election is received, except that Transamerica may postpone such payment if:
(1) the New York Stock  Exchange  is closed for other  than  usual  weekends  or
holidays,  or  trading  on  the  Exchange  is  otherwise  restricted;  or (2) an
emergency exists as defined by the Commission,  or the Commission  requires that
trading be restricted;  or (3) the Commission permits a delay for the protection
of  Owners.  The  withdrawal  request  will be  effective  when all  appropriate
withdrawal  request forms are received.  Payments of any amounts  derived from a
Purchase  Payment  paid by check may be delayed  until the check has cleared the
Owner's bank.
         When a withdrawal is made from a Guarantee Period before its Expiration
Date, the amount withdrawn will be subject to an interest adjustment.  (See "The
Fixed Account" page 24.)
         Transamerica may delay payment of any withdrawal from the Fixed Account
for  up  to  six  months  after  Transamerica  receives  the  request  for  such
withdrawal.  If Transamerica delays payment for more than 30 days,  Transamerica
will pay interest on the withdrawal amount up to the date of payment.  (See "The
Fixed Account" page 24.)

                                                            31

<PAGE>



         SINCE  THE  OWNER  ASSUMES  THE  INVESTMENT  RISK AND  BECAUSE  CERTAIN
WITHDRAWALS  ARE SUBJECT TO A CONTINGENT  DEFERRED  SALES LOAD, THE TOTAL AMOUNT
PAID UPON SURRENDER OF THE CONTRACT (TAKING INTO ACCOUNT ANY PRIOR  WITHDRAWALS)
MAY BE MORE OR LESS THAN THE TOTAL PURCHASE PAYMENTS PAID.
         After a withdrawal of the total Cash  Surrender  Value,  or at any time
that the Account Value is zero, all rights of the Owner will terminate.
         Since the Qualified  Contracts offered by the Prospectus will be issued
in connection with retirement plans which meet the requirements of Sections 401,
403(b),  or  408(b) of the  Code,  reference  should be made to the terms of the
particular retirement or profit-sharing plans for any additional  limitations or
restrictions on cash withdrawals.
         An Owner may elect, under the Systematic Withdrawal Option or Automati
 Payout Option (but not both),
to withdraw certain amounts on a periodic basis from the Sub-Accounts prior to 
the Annuity Date.
Systematic Withdrawal Option
         Prior to the Annuity Date,  the Owner,  by giving Written Notice to the
Service Center,  may elect to have  withdrawals  automatically  made from one or
more  Sub-Account(s)  on a  monthly  basis.  (Other  distribution  modes  may be
permitted.)  The  withdrawals  will  commence  on the  fourth  day of the  month
following  receipt of Written Notice,  except that they will not commence sooner
than the later of (a) 30 days after the Contract Date or (b) the end of the Free
Look Period. Upon written notice to the Owners,  Transamerica may change the day
of the month on which  withdrawals are made under this option.  Withdrawals will
be from the  Sub-Account(s) and in the percentage  allocations  specified by the
Owner.  If no  specifications  are made,  withdrawals  will be pro-rata from all
Sub-Account(s)  with  value.  Systematic  Withdrawals  can  not be  made  from a
Sub-Account from which Dollar Cost Averaging transfers are being made.
         To be eligible for the Systematic Withdrawal Option, the Contract Value
must be at least  $15,000 at the time of election.  The minimum  monthly  amount
that can be withdrawn is $125. The maximum  monthly amount that can be withdrawn
on an annual basis is equal to the sum, as of the date of the first  withdrawal,
of (a) 10% of Purchase  Payments that are less than seven Contract Years old and
(b) 10% of remaining  Purchase  Payments that are at least seven  Contract Years
old.
         Systematic withdrawals are not subject to the Contingent Deferred Sales
Load but can be reduced by any applicable  premium tax.  Systematic  withdrawals
may be taxable, subject to withholding, and subject to the 10% penalty tax. (See
"Federal Tax Matters" page 41.)
         The  withdrawals  will  continue  unless  terminated  by the  Owner  or
automatically  terminated by Transamerica as set forth in the Contract.  If this
option  is  terminated  it may not be  elected  again  until  the next  Contract
Anniversary. Partial withdrawals can not be made while the Systematic Withdrawal
Option is in effect.  A partial  withdrawal  while this option is in effect will
automatically terminate the Systematic Withdrawal Option and the full amount may
be subject to a Contingent Deferred Sales Load.
         Transamerica  reserves  the right to impose an annual  fee of an amount
not to exceed $25 for  administrative  expenses  associated  with processing the
systematic  withdrawals.  This fee, which is currently waived,  will be deducted
from each systematic withdrawal in equal installments during a Contract Year.
         The Systematic  Withdrawal  Option is not available with respect to the
Fixed Account.
Automatic Payout Option ("APO")
         Prior to the Annuity Date, for Qualified Contracts, the Owner may elect
the Automatic Payout Option (APO) to satisfy minimum  distribution  requirements
under Sections 401(a)(9), 403(b), and 408(b)(3) of the Code. This may be elected
no earlier than six months prior to the calendar year in which the Owner attains
age 701/2,  but  payments may not begin  earlier  than January of such  calendar
year.  Additionally,  APO  withdrawals  may not begin before the later of (a) 30
days after the Contract Date or (b) the end of the Free Look Period.  APO may be
elected in any  calendar  month,  but no later than the month in which the Owner
attains age 84. The APO is not available with respect to the Fixed Account.
         Withdrawals  will  be from  the  Sub-Account(s)  and in the  percentage
allocations  specified by the Onwer. If no specifications are made,  withdrawals
will be pro-rata from all Sub-Account(s) with value. Withdrawals can not be made
from a Sub-Account from which Dollar Cost Averaging transfers are being made.

                                                            32

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         Payments  will  be made  on the  seventh  day of the  month,  and  will
continue  unless  terminated  by  the  Owner  or  automatically   terminated  by
Transamerica  as set  forth  in the  Contract.  Once  terminate,  APO may not be
elected again.
           If only APO withdrawals  are made, no Contingent  Deferred Sales Load
will apply,  regardless of the free  withdrawal  amount.  However,  if a partial
withdrawal is taken,  a Contingent  Deferred  Sales Load will be applied to both
the  APO  and  partial  withdrawals  above  the  free  withdrawal  amount.  (See
"Contingent Deferred Sales Load" page 35.)
         To be eligible for this option,  the following  conditions must be met:
(1) the Account Value must be at least $15,000 at the time of election;  (2) the
annual  withdrawal  amount is the larger of the  required  minimum  distribution
under Code Sections  401(a)(9) or 408(b)(3) or $500;  and (3) the minimum amount
per payment (if not annual) must be at least $150.
         APO  allows  the  required  minimum  distribution  to be paid in  equal
installments, either monthly, quarterly, or annually, from the Variable Account.
If there are insufficient funds in the Variable Account to make a withdrawal, or
for other  reasons as set forth in the  Contract,  this option  will  terminate.
Restrictions Under Section 403(b) Programs
         Certain restrictions apply to annuity contracts used in connection with
Internal  Revenue Code Section 403(b)  retirement  plans.  Section 403(b) of the
Internal  Revenue Code provides for  tax-deferred  retirement  savings plans for
employees of certain  non-profit and  educational  organizations.  In accordance
with the requirements of the Code,  Section 403(b)  annuities  generally may not
permit distribution of (i) elective  contributions made in years beginning after
December 31, 1988, and (ii) earnings on those  contributions  and (iii) earnings
on amounts attributable to elective contributions held as of the end of the last
year  beginning  before January 1, 1989.  Distributions  of such amounts will be
allowed only upon death of the  employee,  on or after  attainment of age 591/2,
separation from service,  disability,  or financial hardship, except that income
attributable  to elective  contributions  may not be  distributed in the case of
hardship.

DEATH BENEFIT

         If the Owner or Annuitant dies before the Annuity Date, a death benefit
is payable. The amount of the death benefit depends on the state of issuance.
         In certain  states the death  benefit  will be equal to the greatest of
(1) the  Account  Value,  (2) the  Account  Value  determined  as of the seventh
Contract  Anniversary and at each succeeding Contract  Anniversary  occurring at
subsequent seven year intervals thereafter, adjusted for any subsequent Purchase
Payments paid by the Owner (less the sum of all subsequent  withdrawals  and any
applicable  premium  taxes),  or (3)  the  sum of all  Purchase  Payments,  less
withdrawals and any applicable  premium taxes,  plus interest thereon equal to a
5% annual  effective  rate,  credited  on a daily  basis up to (i) the  Contract
Anniversary  following the earlier of the Owner's or Annuitant's  75th birthday,
or  (ii)  the  date  the  sum of all  Purchase  Payments,  (less  the sum of all
withdrawals and any premium taxes),  together with credited interest,  has grown
to two times the amount of all Purchase  Payments (less all  withdrawals and any
premium taxes) as a result of such interest accumulation, if earlier.
         In other  states,  the death benefit for each Contract will be equal to
the largest of (1) the sum of the Purchase  Payments,  less withdrawals and less
premium or similar taxes as of the Annuitant's or Owner's date of death, (2) the
Account Value,  or (3) the Account Value  determined as of the seventh  Contract
Anniversary and at each succeeding Contract Anniversary  occurring at subsequent
seven  year  intervals  thereafter  (that is, as of the most  recent  Seven Year
Anniversary), adjusted for any subsequent Purchase Payments (less the sum of all
subsequent  withdrawals and any applicable  premium taxes) made since that Seven
Year Anniversary.
         Owners should  consult their  registered  representative  or investment
adviser (or see their Contract) for the applicable death benefit provision.
         The death  benefit will be  determined  as of the end of the  Valuation
Period during which the later of (a) Proof of Death of the Owner or Annuitant is
received  by the  Service  Center  and (b) a  written  notice  of the  method of
settlement  elected by the Beneficiary is received at the Service Center.  If no
settlement  method is elected,  the death benefit will be paid no later than one
year after the date of death. No Contingent Deferred Sales

                                                            33

<PAGE>



Load will apply. Until the death benefit is paid, the Account Value allocated to
the Variable Account will remain in the Sub-Accounts as previously  specified by
the  Owner  or in the  Sub-Accounts  as  reallocated  pursuant  to  instructions
received by Transamerica  from all  Beneficiaries.  Therefore,  the value of the
Variable  Account will fluctuate with  investment  performance of the applicable
Sub-Account(s),  and accordingly, the amount of the death benefit depends on the
Account Value at the time the death benefit is paid.
         There is no extra charge for the death benefit, and it applies
automatically (i.e. no election by the Owner
is necessary).
Payment of Death Benefit
         The death  benefit is generally  payable upon receipt of Proof of Death
of the  Annuitant  or Owner.  Upon  receipt of this proof and an  election  of a
method of  settlement,  the death  benefit  generally  will be paid within seven
days, or as soon thereafter as Transamerica has sufficient information about the
Beneficiary to make the payment.  The Beneficiary may receive the amount payable
in a lump sum cash  benefit or,  subject to any  limitations  under any state or
federal  law,  rule,  or  regulation,  under one of the Annuity  Forms  unless a
settlement  agreement is effective under the Contract  preventing such election.
If no  settlement  method is elected  within one year of the date of death,  the
death  benefit will be paid in a lump sum. The payment of the death  benefit may
be subject to certain  distribution  requirements  under the federal  income tax
laws. (See "Federal Tax Matters" page 41.) Designation of Beneficiaries
         The Owner may select one or more  Beneficiaries and name them in a form
and  manner  acceptable  to  Transamerica.  If the Owner  selects  more than one
Beneficiary,  unless otherwise indicated by the Owner they will share equally in
any death  benefits  payable in the event of the  Annuitant's  death  before the
Annuity Date if there is no Contingent Annuitant,  or the Owner's death if there
is no Joint  Owner.  Different  Beneficiaries  may be named with  respect to the
Annuitant's  death  (Annuitant's  Beneficiary)  and the Owner's  death  (Owner's
Beneficiary). Before the Annuitant's death, the Owner may change the Beneficiary
by notice to the  Service  Center.  The Owner may also make the  designation  of
Beneficiary  irrevocable  by sending  notice to and obtaining  approval from the
Service Center.  Irrevocable  Beneficiaries may be changed only with the written
consent  of the  designated  Irrevocable  Beneficiaries,  except  to the  extent
required by law.
         The interest of any  Beneficiary who dies before the Owner or Annuitant
will terminate at the death of the Beneficiary.  The interest of any Beneficiary
who dies at the time of,  or  within  30 days  after,  the death of the Owner or
Annuitant  will also terminate if no benefits have been paid unless the Contract
has been endorsed to provide otherwise. The benefits will then be paid as though
the Beneficiary  had died before the Owner or Annuitant.  If the interest of all
designated  Beneficiaries  has terminated,  any benefits payable will be paid to
the Owner's estate.
         Transamerica  may rely on an  affidavit  by any  responsible  person in
determining the identity or  non-existence  of any Beneficiary not identified by
name.
Death of Annuitant Prior to the Annuity Date
         If the  Annuitant  dies prior to the Annuity Date and the  Annuitant is
not an Owner and there is no  Contingent  Annuitant,  a death  benefit under the
Contract relating to that Annuitant will be paid to the Annuitant's Beneficiary.
If there is a Contingent  Annuitant,  then the Contingent  Annuitant will become
the Annuitant.
Death of Certificate Owner Prior to the Annuity Date
         If an Owner dies before the Annuity  Date, a death benefit will be paid
to that Owner's Beneficiary.  If the Owner's Beneficiary is the deceased Owner's
spouse,  then the spouse may elect to treat the  Contract as his or her own. The
payment of the death benefit may be subject to certain distribution requirements
under the federal income tax laws. (See "Federal Tax Matters," page 41.)
Death of Annuitant or Owner After the Annuity Date
         If an Annuitant or Owner dies after the annuity  starts,  the remaining
undistributed  portion,  if any, of the Contract will be distributed at least as
rapidly  as under the method of  distribution  being used as of the date of such
death. Under some Annuity Forms, there will be no death benefit.



                                                            34

<PAGE>



CHARGES AND DEDUCTIONS

         No deductions are made from Purchase Payments except for any applicable
premium  taxes.  Therefore,  the full  amount,  less any premium  taxes,  of the
Purchase  Payments  are  invested  in one or  more  of the  Sub-Accounts  of the
Variable Account and/or in the Guarantee Periods of the Fixed Account.
         As more fully described below,  charges under the Contract are assessed
in three ways: (1) as deductions for the Account (or Annuity) Fees, any Transfer
Fees,  any  Systematic  Withdrawal  Option fees,  any interest  adjustment  (for
withdrawals  from the Fixed Account) and, if applicable,  for premium taxes; (2)
as charges  against the assets of the  Variable  Account for the  assumption  of
mortality and expense risks and administrative  expenses;  and (3) as Contingent
Deferred Sales Loads. In addition,  certain  deductions are made from the assets
of the Portfolios for investment  management  fees and expenses.  These fees and
expenses are  described in the Funds'  prospectuses  and in their  statements of
additional information. Contingent Deferred Sales Load
         No deduction for sales charges is made from Purchase Payments (although
premium tax may be deducted). However, a Contingent Deferred Sales Load of up to
6% of Purchase Payments made may be imposed on certain withdrawals or surrenders
to partially cover certain  expenses  incurred by  Transamerica  relating to the
sale of the Contract,  including commissions paid to salespersons,  the costs of
preparation of sales  literature  and other  promotional  costs and  acquisition
expenses.
         The Contingent  Deferred Sales Load percentage  varies according to the
number of Contract  Years  between  the  Contract  Year in which a Net  Purchase
Payment  was  credited  to the  Contract  and the  Contract  Year in  which  the
withdrawal  is  made.  The  amount  of the  Contingent  Deferred  Sales  Load is
determined  by  multiplying  the  amount  withdrawn  subject  to the  Contingent
Deferred  Sales  Load  by the  Contingent  Deferred  Sales  Load  percentage  in
accordance with the following table. In no event shall the aggregate  Contingent
Deferred  Sales Load  assessed  against the Contract  exceed 6% of the aggregate
Purchase Payments.

Number of
Contract Years
Since Receipt of                                 Contingent Deferred Sales Load
Purchase Payment                           As a Percentage of Purchase  Payment
Less than one year                                          6%
1 year but less than 2 years                                6%
2 years but less than 3 years                               5%
3 years but less than 4 years                               5%
4 years but less than 5 years                               4%
5 years but less than 6 years                               4%
6 years but less than 7 years                               2%
7 or more years                                             0%

         Net Purchase  Payments that have been held by Transamerica for at least
seven  Contract  Years and have not been  previously  withdrawn may be withdrawn
free of any  Contingent  Deferred  Sales Load.  In addition,  any portion of the
"Free Withdrawal Amount" (described below) may be withdrawn,  once each Contract
Year after the first  complete  Contract Year,  free of any Contingent  Deferred
Sales  Load.  Any excess  amount  withdrawn  will be  subject to the  Contingent
Deferred Sales Load.
         The "Free Withdrawal  Amount" depends on the state of issuance.  Owners
should  consult their  registered  representative  or investment  adviser or see
their Contract for the applicable provision.
         In some states, the Free Withdrawal Amount, which is only available for
the first  withdrawal in every Contract Year, is equal to the greater of (a) the
accumulated  earnings  not  previously  withdrawn,  or,(b)  15% of the  Purchase
Payments held at least one but less than seven  Contract  Years prior to the day
of  withdrawal,  not adjusted for any  withdrawals to be made from such Purchase
Payments.  In these  states,  withdrawals  will be made first  from  accumulated
earnings,  and then from Purchase  Payments on a first-in  first-out basis. If a
Free  Withdrawal  Amount is not  withdrawn  during a Contract  Year, it does not
carry over to the next Contract Year. However,  accumulated earnings, if any, in
the Owner's Account Value are always available as the Free Withdrawal Amount (if
greater than 15% of Purchase Payments).

                                                            35

<PAGE>



         In other states,  the Free Withdrawal Amount is equal to the greater of
(a) the  accumulated  earnings not  previously  withdrawn or (b) 10% of Purchase
Payments held at least one but less than seven  Contract  Years prior to the day
of  withdrawal,  not adjusted for any prior  withdrawals  deemed to be made from
such  Purchase  Payments.  In these  states,  withdrawals  will be made first to
Purchase  Payments on a first-in,  first-out basis (and then to earnings,  which
are  not  subject  to the  Contingent  Deferred  Sales  Load.)  If  the10%  free
withdrawal  amount is not  withdrawn  during a Contract  Year, it does not carry
over to the next Contract Year.
         No  Contingent  Deferred  Sales  Load  will  be  charged  on  the  Free
Withdrawal  Amount  if  surrender  of  the  Contract  occurs  in the  second  or
subsequent  Contract  Year for a Purchase  Payment and the Owner was eligible to
withdraw the amount without charge but had not made such a withdrawal during the
Contract Year in which the date of surrender occurs. In addition,  no Contingent
Deferred Sales Load is assessed:  (a) upon  annuitization  after the first three
Contract Years to an option  involving life  contingencies;  (b) upon payment of
the death  benefit;  (c) upon  transfers of Account  Value among and between the
Sub-Accounts  of the  Variable  Account and the  Guarantee  Periods of the Fixed
Account;   (d)  under  the  Systematic   Withdrawal  Option;  (e)  or,  in  some
circumstances,  under the Automatic  Payout Option.  Any  applicable  Contingent
Deferred Sales Load will be deducted from the amount  requested for both partial
withdrawals  and full  surrenders.  The  Contingent  Deferred Sales Load and any
premium tax  applicable to a withdrawal  from the Fixed Account will be deducted
from the amount withdrawn after the interest adjustment,  if any, is applied and
before payment is made to the Owner.
         In certain  states,  the Contingent  Deferred Sales Load arising from a
withdrawal  or surrender of the  Contract  will be waived if the Owner  receives
extended  medical  care in a licensed  hospital or nursing  care  facility for a
least 45 days  during any  continuous  60 day period  beginning  on or after the
first  Contract  Anniversary  and the request for the  withdrawal  or surrender,
together  with proof of such extended  care,  is received at the Service  Center
during the term of such care or within 90 days after the last day upon which the
Owner received such extended care. This waiver of the Contingent  Deferred Sales
Load may not be  available  in all  states  and does not  apply if the  Owner is
receiving  extended medical care in a licensed hospital or nursing care facility
at the  time  the  Owner  applied  for the  Contract  or at the  Contract  Date.
Administrative Charges
         At the end of each Contract Year before the Annuity Date,  Transamerica
deducts an annual Account Fee as partial  compensation for expenses  relating to
the issue and maintenance of the Contract,  and the Variable Account. The annual
Account  Fee is equal  to the  lesser  of $30 or 2% of the  Account  Value.  The
Account Fee may be changed upon 30 days advance written notice,  but in no event
may it exceed the lesser of $60 or 2% of the Account  Value.  Such  increases in
the Account Fee will apply only to future deductions after the effective date of
the change.  If the Contract is  surrendered on other than the end of a Contract
Year,  the Account  Fee will be deducted in full at the time of such  surrender.
The Account Fee will be  deducted on a pro rata basis from each  Sub-Account  in
which the  Account  is  invested  at the time of such  deduction.  If the entire
Account is in the Fixed Amount,  then the annual Account Fee will be deducted on
a pro rata basis from all Guarantee Periods under the Fixed Account. The Account
Fee for a Contract Year may be waived if the Account  Value  exceeds  $50,000 on
the last business day of that  Contract Year or, if earlier,  as of the date the
Contract is surrendered.  This waiver of the Account Fee may not be available in
all states.
         After the Annuity Date,  an annual  Annuity Fee of $30 will be deducted
in equal amounts from each Variable  Annuity Payment made during the year ($2.50
each month if monthly  payments).  This fee will not be changed.  No Annuity Fee
will be deducted from Fixed Annuity Payments.
         Transamerica also makes a deduction (the Administrative Expense Charge)
from the Variable  Account at the end of each Valuation  Period (both before and
after the Annuity Date) at an effective  current  annual rate of 0.15% of assets
held in each  Sub-Account  to reimburse  Transamerica  for those  administrative
expenses  attributable to the Contract and the Variable Account which exceed the
revenues  received  from the Account Fee, any Transfer  Fee, and any fee imposed
for Systematic Withdrawals. Transamerica has the ability to increase or decrease
this charge, but the charge is guaranteed not to exceed 0.25%. Transamerica will
provide 30 days written notice of any change in fees. Transamerica believes that
the  Administrative  Expense Charge and Account Fee have been initially set (and
will  continue  to be  set) at a level  that  will  recover  no  more  than  the
anticipated and estimated costs associated with  administering  the Contract and
Variable Account. The administrative charges do not bear any

                                                            36

<PAGE>



relationship to the actual administrative costs of a particular Contract. 
Transamerica does not expect to make a
profit from the Account Fee or the Administrative Expense Charge.  The 
Administrative Expense Charge is
reflected in the Variable Accumulation or Variable Annuity Unit Values 
for each Sub-Account.
Mortality and Expense Risk Charge
         Transamerica  imposes a charge  called the  Mortality  and Expense Risk
Charge to  compensate it for bearing  certain  mortality and expense risks under
the Contract. For assuming these risks,  Transamerica makes a daily charge equal
to .003403%  corresponding  to an effective annual rate of 1.25% of the value of
the net  assets in the  Variable  Account.  This  charge is  imposed  before the
Annuity Date and if an Annuity  Purchase Amount is applied to a Variable Payment
Option,  also after the Annuity  Date.  The  approximate  portion of this charge
estimated  to be  attributable  to  mortality  risks is 0.65%;  the  approximate
portion of this  charge  attributable  to expense  risks is 0.60%.  Transamerica
guarantees that this charge of 1.25% will never increase.
         The  Mortality  and Expense  Risk Charge is  reflected  in the Variable
Accumulation and Variable Annuity Unit Values for each Sub-Account.
         Variable  Accumulated  Values and  Variable  Annuity  Payments  are not
affected by changes in actual mortality experience incurred by Transamerica. The
mortality risks assumed by Transamerica  arise from its contractual  obligations
to make Annuity  Payments  (determined in accordance with the annuity tables and
other  provisions  contained in the Contract) and to pay death benefits prior to
the Annuity  Date.  Thus Owners are assured  that  neither the  Annuitant's  own
longevity  nor an  unanticipated  improvement  in general life  expectancy  will
adversely affect the Annuity Payments under the Contract.
         Transamerica  also bears  substantial risk in connection with the death
benefit  before the Annuity  Date,  since it will pay a death  benefit  that may
exceed the Cash Surrender  Value.  In this way,  Transamerica  bears the risk of
unfavorable experience in the Sub-Accounts.
         The   expense   risk   assumed  by   Transamerica   is  the  risk  that
Transamerica's  actual expenses in administering  the Contracts and the Variable
Account  will exceed the amount  recovered  through the  Administrative  Expense
Charge,  Account  Fees,  Transfer  Fees  and any  fees  imposed  for  Systematic
Withdrawals.
         If the  Mortality  and  Expense  Risk Charge is  insufficient  to cover
actual costs and risks assumed, the loss will fall on Transamerica.  Conversely,
if  this  charge  is  more  than  sufficient,  any  excess  will  be  profit  to
Transamerica. Currently, Transamerica expects a profit from this charge.
         Transamerica  anticipates that the Contingent  Deferred Sales Load will
not generate sufficient funds to pay the cost of distributing the Contracts.  To
the extent that the Contingent  Deferred Sales Load is insufficient to cover the
actual  cost  of  Contract  distribution,   the  deficiency  will  be  met  from
Transamerica's  general  corporate  assets  which may include  amounts,  if any,
derived from the Mortality and Expense Risk Charge. Premium Taxes
         Transamerica  may be  required  to pay  premium  or  retaliatory  taxes
currently ranging from 0% to 3.5% in connection with Purchase Payments or values
under the  Contracts.  Depending upon  applicable  state law,  Transamerica  may
deduct the premium taxes which are payable with respect to a particular Contract
from the Purchase Payments,  from amounts withdrawn,  or from amounts applied on
the Annuity  Date.  In some states,  charges for both direct  premium  taxes and
retaliatory  premium  taxes may be imposed at the same or  different  times with
respect to the same Purchase Payment, depending upon applicable state law.
         In certain limited circumstances, a broker-dealer or other entity 
distributing the Contracts may elect to pay
to Transamerica an amount equal to the premium taxes that would otherwise be
attributable to that entity's
customers. In such cases, Transamerica will not impose a premium tax charge on 
those contracts.
Transfer Fee
         Transamerica   currently  does  not  charge  for  transfers.   However,
Transamerica  may impose a fee for each transfer in excess of the first six in a
single  Contract  Year.  Transamerica  will  deduct the  charge  from the amount
transferred.  This fee would be no more than $10 and would be used to help cover
Transamerica's costs of processing transfers.


                                                            37

<PAGE>



Systematic Withdrawal Option
         Transamerica reserves the right to impose an annual fee of an amount 
not to exceed $25 for administrative
expenses associated with processing systematic withdrawals. This fee, which is 
currently waived, will be deducted
from each systematic withdrawal in equal installments during a Contract Year.
Taxes
         Under  present laws,  Transamerica  will incur state or local taxes (in
addition to the premium taxes described above) in several states. No charges are
currently made for taxes other than state premium taxes.  However,  Transamerica
reserves the right to deduct charges in the future for federal, state, and local
taxes or the economic burden resulting from the application of any tax laws that
Transamerica determines to be attributable to the Contracts. Portfolio Expenses
         The value of the assets in the Variable Account reflects the value of 
Portfolio shares and therefore the fees
and expenses paid by each Portfolio. A complete description of the fees, 
expenses, and deductions from the
Portfolios are found in the Funds' prospectuses. (See "The Funds" page 21.)
Interest Adjustment
         For a  description  of the  interest  adjustment  applicable  to  early
withdrawals and transfers from the Guarantee  Periods of the Fixed Account,  see
"The Fixed Account" page 24.

ANNUITY PAYMENTS

Annuity Date
         Initially,  the  Annuity  Date is selected by the Owner at the time the
Initial  Purchase Payment is made.  Thereafter,  the Annuity Date may be changed
from time to time by the Owner by giving notice, in a form and manner acceptable
to Transamerica,  to the Service Center,  provided that notice of each change is
received  by  the  Service  Center  at  least  thirty  (30)  days  prior  to the
then-current  Annuity Date.  The Annuity Date must not be earlier than the third
Contract Anniversary, except for certain Qualified Contracts. The latest Annuity
Date  which may be  elected  is the  later of (a) the first day of the  calendar
month immediately  preceding the month of the Annuitant's 85th birthday,  or (b)
the first day of the month  coinciding with or next following the tenth Contract
Anniversary.  This Annuity Date extension to the tenth Contract  Anniversary may
not be available in all states.
         The Annuity Date must be the first day of a calendar month. The first 
Annuity Payment will be on the
first day of the month immediately following the Annuity Date.
Annuity Payment
         The  Annuity  Date is the date  that the  Annuity  Purchase  Amount  is
applied to provide the Annuity  Payments  under the Contract  under the selected
Annuity  Form and  Payment  Option,  unless  the entire  Account  Value has been
withdrawn or the death  benefit has been paid to the  Beneficiary  prior to that
date.  The Annuity  Purchase  Amount is the  Account  Value,  less any  interest
adjustment,  less any  applicable  Contingent  Deferred  Sales Load and less any
applicable  premium taxes. Any Contingent  Deferred Sales Load will be waived if
values are applied to an Annuity Form involving life  contingencies  on or after
the third Contract Anniversary.
         If the amount of the monthly  Annuity  Payment  from any of the Payment
Options  selected by the Owner would result in a monthly annuity payment of less
than $150, or if the Annuity  Purchase Amount is less than $5,000,  Transamerica
reserves  the right to offer a less  frequent  mode of  payment  or pay the Cash
Surrender Value in a cash payment.  Monthly  Annuity  Payments from the Variable
Annuity  Payment Option will further be subject to a minimum  monthly annuity of
$75 from each  Sub-Account of the Variable  Account from which such payments are
made.
         The Owner may choose from the Annuity  Forms  below.  Transamerica  may
consent to other plans of payment  before the Annuity  Date.  For Annuity  Forms
involving life income, the actual age and/or sex of the Annuitant, or a Joint or
Contingent Annuitant will affect the amount of each payment.  Sex-distinct rates
generally  are not  allowed  under  certain  Qualified  Contracts.  Transamerica
reserves the right to ask for satisfactory proof of the Annuitant's (or Joint or
Contingent Annuitant's) age. Transamerica may delay Annuity Payments until

                                                            38

<PAGE>



satisfactory proof is received.  Since payments to older Annuitants are expected
to be fewer in number,  the amount of each Annuity  Payment shall be greater for
older Annuitants than for younger Annuitants.
         The Owner may choose from the two  Annuity  Payment  Options  described
below. The Annuity Date and Annuity Forms available for Qualified  Contracts may
also be controlled by endorsements, the plan or applicable law.
         A portion or the entire  amount of the Annuity  Payments may be taxable
as ordinary income. If, at the time the Annuity Payments begin, Transamerica has
not  received  a  proper  written  election  not to have  federal  income  taxes
withheld,  Transamerica must by law withhold such taxes from the taxable portion
of such  annuity  payments  and remit  that  amount to the  federal  government.
Federal  income tax  withholding  is mandatory  for certain  distributions  from
Section 401 retirement plans and 403(b) annuities.  State income tax withholding
may also apply.
(See "Federal Tax Matters" page 41.)
Election of Annuity Forms and Payment Options
         The Annuity Form and Payment  Option for each  Contract is set as a 120
month period certain and life Annuity Form, under the Variable Payment Option.
         Before the Annuity Date,  and while the Annuitant is living,  the Owner
may, by Written  Request,  change the Annuity Form or Annuity  Payment Option or
may request  payment of the Cash Surrender  Value for the Contract.  The request
for change of the Annuity Date or Annuity Payment Option must be received by the
Service Center at least 30 days prior to the Annuity Date.
         In the event that an Annuity Form and Payment Option is not selected at
 least 30 days before the Annuity
Date, Transamerica will make Variable Annuity Payments in accordance with the 
120 month period certain and
life Annuity Form and the applicable provisions of the Contract.
Annuity Payment Options
         The Annuity Forms may be paid under Fixed or Variable  Annuity  Payment
Options. Under the Fixed Annuity Payment Option, the amount of each payment will
be determined on the Annuity Date and will not  subsequently  be affected by the
investment  performance of the Sub-Accounts.  Under the Variable Annuity Payment
Option, the Annuity Payments,  after the first Annuity Payment, will reflect the
investment experience of the Sub-Account or Sub-Accounts chosen by the Owner.
         Owners may elect a Fixed Annuity, a Variable Annuity,  or a combination
of both (in 25% increments of the Annuity Purchase Amount).  If the Owner elects
a combination,  he or she must specify what part of the Annuity  Purchase Amount
is to be applied to the Fixed and Variable  Payment  Options.  Unless  specified
otherwise,  the  applied  Annuity  Purchase  Amount  will be used to  provide  a
Variable  Annuity.  In this event,  the initial  allocation of Variable  Annuity
Units for the Variable  Sub-Accounts  will be in  proportion  to the  Contract's
value in the Sub-Accounts on the Annuity Date. Fixed Annuity Payment Option
         A Fixed  Annuity  provides  for  Annuity  Payments  which  will  remain
constant  pursuant to the terms of the Annuity Form elected.  If a Fixed Annuity
is  selected,  the  portion of the Annuity  Purchase  Amount used to provide the
Fixed Annuity will be transferred to the general account assets of Transamerica,
and the amount of Annuity  Payments  will be  established  by the fixed  annuity
provisions  selected and the age and sex (if  sex-distinct  rates are allowed by
law) of the  Annuitant  and will not  reflect  investment  experience  after the
Annuity Date. The Fixed Annuity  Payment  amounts are determined by applying the
Annuity  Purchase  Rate  specified in the Contract to the portion of the Annuity
Purchase  Amount applied to the Fixed Annuity Option by the Owner.  Payments may
vary after the death of the Annuitant under some Annuity Options; the amounts of
these variances are fixed on the Annuity Date. Variable Annuity Payment Option
         A Variable  Annuity  provides for payments that vary in dollar  amount,
based  on the  investment  performance  of the  selected  Sub-Account(s)  of the
Variable  Account.  The Variable  Annuity  Purchase  Rate Tables in the Contract
reflect an assumed  annual  interest rate of 4%, so if the actual net investment
performance of the Sub-Account(s) is less than this rate, then the dollar amount
of the actual  Annuity  Payments  will  decrease.  If the actual net  investment
performance  of the  Sub-Account(s)  is higher  than this rate,  then the dollar
amount of the

                                                            39

<PAGE>



actual Annuity Payments will increase. If the net investment performance exactly
equals the 4% rate,  then the dollar amount of the actual Annuity  Payments will
remain constant.
         Variable Annuity Payments will be based on the Sub-Accounts selected by
the Owner, and on the allocations among the Sub-Accounts.
         For further details as to the determination of Variable Annuity 
Payments, see the Statement of Additional
Information.
Annuity Forms
         The Owner may choose any of the Annuity Forms described below.  Subject
to approval by  Transamerica,  the Owner may select any other Annuity Forms then
being offered by Transamerica.
         (1)  Life  Annuity.  Payments  start  on the  first  day  of the  month
immediately following the Annuity Date, if the Annuitant is living. Payments end
with the  payment  due just  before  the  Annuitant's  death.  There is no death
benefit under this form. It is possible that only one payment will be made under
this form if the  Annuitant  dies  before  the second  payment is due;  only two
payments will be made if the Annuitant dies before the third payment is due, and
so forth.
         (2) Life and Contingent Annuity. Payments start on the first day of the
month  immediately  following  the Annuity  Date,  if the  Annuitant  is living.
Payments will continue for as long as the Annuitant  lives.  After the Annuitant
dies, payments will be made to the Contingent Annuitant,  if living, for as long
as the Contingent  Annuitant  lives.  The continued  payments can be in the same
amount as the original payments, or in an amount equal to one-half or two-thirds
thereof.  Payments  will end with the  payment  due just before the death of the
Contingent  Annuitant.  There  is no  death  benefit  after  both  die.  If  the
Contingent Annuitant does not survive the Annuitant,  payments will end with the
payment due just before the death of the Annuitant. It is possible that only one
payment or very few payments  will be made under this form, if the Annuitant and
Contingent Annuitant die shortly after payments begin.
         The  written  request  for this  form  must:  (a)  name the  Contingent
Annuitant;  and  (b)  state  the  percentage  of  payments  for  the  Contingent
Annuitant. Once Annuity Payments start under this Annuity Form, the person named
as Contingent  Annuitant for purposes of being the  measuring  life,  may not be
changed.  Transamerica  will require  proof of age for the Annuitant and for the
Contingent Annuitant before payments start.
         (3) Life Annuity With Period Certain. Payments start on the first day 
of the month immediately following
the Annuity Date, if the Annuitant is living. Payments will be made for the 
longer of: (a) the Annuitant's life; or
(b) the period certain. The period certain may be 120 or 180 or 240 months, but
 in no event may it exceed the
life expectancy of the Annuitant.
         If the Annuitant  dies after all payments have been made for the period
certain,  payments  will cease with the payment due just before the  Annuitant's
death. No benefit will then be payable to the Annuitant's Beneficiary.
         If the Annuitant dies during the period certain, the rest of the period
certain payments will be made to the Annuitant's  Beneficiary,  unless the Owner
provides  otherwise.  The Owner may  elect to have the  commuted  value of these
payments paid in a single sum. Transamerica will determine the commuted value by
discounting  the rest of the payments at the then current rate of interest  used
for commuted values.
         If the Owner does not elect to have the commuted value paid in a single
sum after the Annuitant's  death, the Owner may designate a Payee to receive any
remaining payments payable if the Annuitant's Beneficiary dies before all of the
payments under the period certain have been made. If the Annuitant's Beneficiary
dies  before  receiving  all of the  remaining  period  certain  payments  and a
designated  Payee does not survive the  Annuitant's  Beneficiary for at least 30
days,  then  the  remaining  payments  will  be paid to the  Owner,  if  living,
otherwise in a single sum to the Owner's estate.
         The written request for this form must: (a) state the length of the 
period certain; and (b) name the
Annuitant's Beneficiary.
         (4) Joint and Survivor Annuity. Payments will be made to the Annuitant,
starting on the first day of the month  immediately  following the Annuity Date,
if and for as long as the  Annuitant and Joint  Annuitant are living.  After the
Annuitant or Joint  Annuitant  dies,  payments  will continue for so long as the
survivor  lives.  Payments  will be made to the  survivor  for his or her  life.
Payments  end with the payment due just  before the death of the  survivor.  The
continued payments can be in the same amount as the original payments,  or in an
amount equal to

                                                            40

<PAGE>



one-half or two-thirds thereof. It is possible that only one payment or very few
payments will be made under this form if the Annuitant and Joint  Annuitant both
die shortly after payments begin.
         The written  request for this form must: (a) name the Joint  Annuitant;
and (b) state the  percentage  of  continued  payments  for the  survivor.  Once
payments start under this Annuity Form, the person named as Joint Annuitant, for
the purpose of being the measuring life, may not be changed.  Transamerica  will
need proof of age for the Joint Annuitant before payments start.
         (5) Other Forms of Payment.  Benefits  can be provided  under any other
Annuity Form not described in this section subject to  Transamerica's  agreement
and any applicable  state or federal law or  regulation.  Requests for any other
Annuity  Form must be made in  writing  to the  Service  Center at least 30 days
before the Annuity Date.
         Once payments start under the Annuity Form and Payment Option  selected
by the Owner: (a) no changes can be made in the Annuity Form and Payment Option;
(b) no additional Purchase Payment will be accepted under the Contract;  and (c)
no further withdrawals will be allowed.
         The Owner may, at any time after the Annuity Date by written notice to
 us at our Service Center, change
the Payee of annuity benefits being provided under the Contract. The effective 
date of change in Payee will be
the later of: (a) the date we receive the Written Request for such change; or 
(b) the date specified by the Owner.
If the Contract is issued as an IRA, the Owner may not change the Payee on or
 after the Annuity Date.
Alternate Fixed Annuity Rates
         The amount of any Fixed  Annuity  Payments  will be  determined  on the
Annuity  Date  by  using  either  the   guaranteed   fixed   annuity   rates  or
Transamerica's current single premium fixed annuity rates at the time, whichever
would result in a higher amount of monthly Fixed Annuity Payments.

FEDERAL TAX MATTERS

Introduction
         The  following  discussion  is a general  description  of  federal  tax
considerations  relating to the Contract and is not intended as tax advice. This
discussion is not intended to address the tax consequences resulting from all of
the  situations  in  which  a  person  may  be  entitled  to or  may  receive  a
distribution   under  the  Contract.   Any  person  concerned  about  these  tax
implications  should  consult a competent  tax  adviser  before  initiating  any
transaction.  This discussion is based upon Transamerica'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 the
continuation  of  the  present  federal  income  tax  laws  or  of  the  current
interpretation  by the Internal Revenue Service.  Moreover,  no attempt has been
made to consider any applicable state or other tax laws.
         The  Contract  may  be   purchased   on  a  non-tax   qualified   basis
("Non-Qualified  Contract")  or  purchased  and used in  connection  with  plans
qualifying  for  favorable  tax  treatment  ("Qualified  Contract").   Qualified
Contracts  are designed  for use in  connection  with plans  entitled to special
income tax  treatment  under  Sections  401,  403(b),  and 408 of the Code.  The
ultimate effect of federal income taxes on the amounts held under a Contract, on
Annuity  Payments,  and on the economic benefit to the Owner, the Annuitant,  or
the Beneficiary may depend on the type of retirement plan, and on the tax status
of the individual concerned. In addition, certain requirements must be satisfied
in purchasing a Qualified Contract with proceeds from a tax qualified retirement
plan and receiving  distributions from a Qualified Contract in order to continue
receiving favorable tax treatment.  Therefore, purchasers of Qualified Contracts
should seek  competent  legal and tax advice  regarding the  suitability  of the
Contract for their situation, the applicable requirements, and the tax treatment
of the rights and benefits of the  Contract.  The following  discussion  assumes
that a Qualified  Contract is purchased with proceeds from and/or  contributions
under  retirement plans that qualify for the intended special federal income tax
treatment.
         The following  discussion is based on the assumption  that the Contract
qualifies as an annuity contract for federal income tax purposes.  The Statement
of  Additional  Information  discusses  the  requirements  for  qualifying as an
annuity.


                                                            41

<PAGE>



Taxation of Annuities
         In General
         Section  72 of the Code  governs  taxation  of  annuities  in  general.
Transamerica  believes that the Owner who is a natural  person  generally is not
taxed on  increases  in the value of an  Account  until  distribution  occurs by
withdrawing  all or part of the  Account  Value  (e.g.,  withdrawals  or Annuity
Payments under the Annuity Option  elected).  For this purpose,  the assignment,
pledge,  or agreement to assign or pledge any portion of the Account  Value (and
in the case of a  Qualified  Contract,  any  portion of an interest in the plan)
generally  will  be  treated  as  a  distribution.  The  taxable  portion  of  a
distribution  (in the form of a single sum  payment or an annuity) is taxable as
ordinary income.
         The Owner of any annuity contract who is not a natural person generally
must include in income any increase in the excess of the Account  Value over the
"investment in the contract"  (discussed  below) during the taxable year.  There
are some  exceptions to this rule and a prospective  Owner that is not a natural
person may wish to discuss these with a competent tax adviser.
         The following  discussion  generally  applies to a Contract  owned by a
         natural  person.  Withdrawals  In the  case  of a  withdrawal  under  a
         Qualified Contract, including withdrawals under the Systematic
Withdrawal  Option or the  Automatic  Payout  Option,  a ratable  portion of the
amount  received is taxable,  generally based on the ratio of the "investment in
the contract" to the  individual's  total accrued  benefit under the  retirement
plan.  The  "investment  in the  contract"  generally  equals  the amount of any
non-deductible  Purchase Payments paid by or on behalf of any individual.  For a
Qualified  Contract , the "investment in the contract" can be zero.  Special tax
rules may be available for certain distributions from a Qualified Contract.
         With respect to Non-Qualified Contracts, partial withdrawals, including
withdrawals  under the Systematic  Withdrawal  Option,  are generally treated as
taxable  income to the extent  that the  Account  Value  immediately  before the
withdrawal  exceeds the  "investment in the contract" at that time. If a partial
withdrawal  from the Fixed  Account is subject to an  interest  adjustment,  the
Account Value immediately before the withdrawal will not be altered to take into
account the interest  adjustment.  As a result,  for purposes of determining the
taxable portion of the partial withdrawal,  the Account Value will be treated as
including  the  amount  deducted  from the  Fixed  Account  due to the  interest
adjustment. Full surrenders are treated as taxable income to the extent that the
amount received exceeds the "investment in the contract."
         Annuity Payments
         Although the tax consequences may vary depending on the Annuity Payment
elected under the Contract,  in general, only the portion of the Annuity Payment
that represents the amount by which the Account Value exceeds the "investment in
the  contract"  will  be  taxed;  after  the  "investment  in the  contract"  is
recovered,  the full amount of any additional  Annuity Payments is taxable.  For
Variable  Annuity  Payments,  the taxable portion is generally  determined by an
equation that  establishes a specific  dollar amount of each payment that is not
taxed.  The dollar  amount is  determined  by dividing  the  "investment  in the
contract" by the total number of expected periodic payments. However, the entire
distribution  will be taxable once the recipient has recovered the dollar amount
of his or her  "investment  in the  contract."  For Fixed Annuity  Payments,  in
general there is no tax on the portion of each payment which represents the same
ratio that the "investment in the contract" bears to the total expected value of
the Annuity  Payments for the term of the  payments;  however,  the remainder of
each Annuity Payment is taxable.  Once the "investment in the contract" has been
fully recovered,  the full amount of any additional Annuity Payments is taxable.
If  Annuity  Payments  cease as a result of an  Annuitant's  death  before  full
recovery of the  "investment in the  contract,"  consult a competent tax advisor
regarding deductibility of the unrecovered amount.
         Penalty Tax
         In the case of a  distribution  pursuant to a  Non-Qualified  Contract,
there may be  imposed a federal  income tax  penalty  equal to 10% of the amount
treated as taxable  income.  In  general,  however,  there is no penalty  tax on
distributions:  (1) made on or after  the date on which the  Owner  attains  age
591/2; (2) made as a result of death or disability of the Owner; or (3) received
in substantially equal periodic payments as a life annuity or a joint and

                                                            42

<PAGE>



survivor  annuity  for  the  lives  or  life  expectancies  of the  Owner  and a
"designated beneficiary." Other tax penalties may apply to certain distributions
pursuant to a Qualified Contract.
         Taxation of Death Benefit Proceeds
         Amounts may be distributed  from the Account because of the death of an
Owner or the  Annuitant.  Generally such amounts are includible in the income of
the recipient as follows:  (1) if  distributed  in a lump sum, they are taxed in
the same manner as a full  surrender as described  above,  or (2) if distributed
under an Annuity Option,  they are taxed in the same manner as Annuity Payments,
as described  above.  For these purposes,  the investment in the Contract is not
affected by the Owner's or  Annuitant's  death.  That is, the  investment in the
Contract remains the amount of any Purchase Payments paid which are not excluded
from gross income.
         Transfers, Assignments, or Exchanges of the Contract
         A transfer of ownership of a Contract, the designation of an Annuitant,
Payee,  or other  Beneficiary  who is not also the Owner,  or the  exchange of a
Contract  may  result in  certain  tax  consequences  to the Owner  that are not
discussed  herein.  An  Owner  contemplating  any  such  designation,  transfer,
assignment,  or exchange  should contact a competent tax adviser with respect to
the potential tax effects of such a transaction.
         Multiple Contracts
         All  deferred  non-qualified  annuity  contracts  that  are  issued  by
Transamerica  (or its affiliates) to the same Owner during any calendar year are
treated  as  one  annuity  contract  for  purposes  of  determining  the  amount
includible in gross income under  Section  72(e) of the Code.  In addition,  the
Treasury Department has specific authority to issue regulations that prevent the
avoidance of Section 72(e) through the serial  purchase of annuity  contracts or
otherwise.  Congress has also  indicated  that the Treasury  Department may have
authority to treat the combination purchase of an immediate annuity contract and
separate  deferred  annuity  contracts as a single  annuity  contract  under its
general  authority to prescribe  rules as may be necessary to enforce the income
tax laws. Qualified Contracts
         In General
         The  Qualified  Contract  is  designed  for use with  several  types of
retirement  plans. The tax rules applicable to participants and beneficiaries in
retirement plans vary according to the type of plan and the terms and conditions
of the plan.  Special favorable tax treatment may be available for certain types
of  contributions  and  distributions.  Adverse tax consequences may result from
contributions in excess of specified  limits;  distributions  prior to age 591/2
(subject to certain exceptions);  distributions that do not conform to specified
commencement and minimum distribution rules;  aggregate  distributions in excess
of a specified annual amount; and in other specified  circumstances.  We make no
attempt to provide more than general information about use of the Contracts with
the various types of retirement plans.  Owners and participants under retirement
plans as well as annuitants and  beneficiaries  are cautioned that the rights of
any person to any benefits under Qualified Contracts may be subject to the terms
and conditions of the plans  themselves,  regardless of the terms and conditions
of the Contract issued in connection with such a plan. Some retirement plans are
subject to distribution and other  requirements that are not incorporated in the
administration  of the Contracts.  Owners are responsible  for determining  that
contributions,   distributions  and  other  transactions  with  respect  to  the
Contracts  satisfy  applicable  law.  Purchasers  of Contracts  for use with any
retirement plan should consult their legal counsel and tax adviser regarding the
suitability of the Contract.
         Qualified Pension and Profit Sharing Plans
         Section  401(a) of the Code  permits  corporate  employers to establish
various types of  retirement  plans for  employees.  Such  retirement  plans may
permit the purchase of the Contract in order to provide retirement savings under
the  plans.  The  Self-Employed  Individuals'  Tax  Retirement  Act of 1962,  as
amended,   commonly  referred  to  as  "H.R.  10,"  also  permits  self-employed
individuals to establish  qualified  plans for  themselves and their  employees.
Adverse tax  consequences  to the plan, to the participant or to both may result
if this  Contract is assigned or  transferred  to any  individual  as a means to
provide  benefits  payments.  Purchasers  of a Contract  for use with such plans
should seek  competent  advice  regarding the  suitability  of the proposed plan
documents and the Contract to their specific needs.  The Contract is designed to
invest retirement savings and not to distribute retirement benefits.


                                                            43

<PAGE>



         Individual Retirement Annuities
         The Contract is designed for use with IRA rollovers. Section 408 of the
Code permits  eligible  individuals  to contribute  to an individual  retirement
program  known as an  Individual  Retirement  Annuity or  Individual  Retirement
Account (each hereinafter  referred to as an "IRA").  Also,  distributions  from
certain other types of qualified  plans may be "rolled  over" on a  tax-deferred
basis into an IRA.  The sale of a Contract for use with an IRA may be subject to
special disclosure requirements of the Internal Revenue Service. Purchasers of a
Contract  for use with  IRAs  will be  provided  with  supplemental  information
required by the  Internal  Revenue  Service or other  appropriate  agency.  Such
purchasers  will have the right to revoke  their  purchase  within 7 days of the
earlier of the establishment of the IRA or their purchase. Various tax penalties
may  apply  to   contributions   in  excess  of  specified   limits,   aggregate
distributions in excess of $150,000 annually,  distributions that do not satisfy
specified  requirements,  and certain other  transactions.  A Qualified Contract
will be  amended  as  necessary  to  conform  to the  requirements  of the Code.
Purchasers  should seek competent  advice as to the  suitability of the Contract
for use with IRAs.
         Section 403(b) Plans
         Under Code Section  403(b),  payments made by public school systems and
certain  tax  exempt  organizations  to  purchase  annuity  contracts  for their
employees  are  excludable  from the gross  income of the  employee,  subject to
certain  limitations.  However,  these  payments  may be subject to FICA (Social
Security) taxes.
         Code Section  403(b)(11)  restricts the distribution under Code Section
403(b) annuity contracts of: (1) elective  contributions made in years beginning
after December 31, 1988; (2) earnings on those  contributions;  and (3) earnings
in such years on amounts held as of the last year  beginning  before  January 1,
1989.  Distribution  of those amounts may only occur upon death of the employee,
attainment  of age 59 1/2,  separation  from service,  disability,  or financial
hardship. In addition,  income attributable to elective contributions may not be
distributed in the case of hardship.
         Withholding
         Pension and annuity distributions  generally are subject to withholding
for the recipient's federal income tax liability at rates that vary according to
the type of distribution  and the recipient's tax status.  Recipients,  however,
generally  are provided the  opportunity  to elect not to have tax withheld from
distributions.   Federal  income  tax   withholding  is  mandatory  for  certain
distributions from Section 401 or Section 403(b) retirement plans.
         Restrictions under Qualified Contracts
         Other restrictions with respect to the election, commencement, or 
distribution of benefits may apply under
Qualified Contracts or under the terms of the plans in respect of which 
Qualified Contracts are issued.
Possible Changes in Taxation
         In past years,  legislation has been proposed that would have adversely
modified  the  federal  taxation of certain  annuities.  For  example,  one such
proposal  would have changed the tax treatment of  non-qualified  annuities that
did not have "substantial life contingencies" by taxing income as it is credited
to the  annuity.  Although  as of the date of this  prospectus  Congress  is not
actively considering any legislation regarding the taxation of annuities,  there
is always the  possibility  that the tax treatment of annuities  could change by
legislation or other means (such as IRS regulations,  revenue rulings,  judicial
decisions,  etc.).  Moreover,  it is also  possible  that  any  change  could be
retroactive  (that is,  effective  prior to the date of the  change).  Other Tax
Consequences
  As  noted  above,   the  foregoing   discussion  of  the  federal  income  tax
consequences  is not  exhaustive  and special rules are provided with respect to
other tax  situations  not discussed in this  Prospectus.  Further,  the federal
income tax consequences discussed herein reflect Transamerica's understanding of
current law and the law may change. Federal estate and gift tax consequences and
state and local estate, inheritance,  and other tax consequences of ownership or
receipt  of   distributions   under  the  Contract   depend  on  the  individual
circumstances  of each Owner or recipient of the  distribution.  A competent tax
adviser should be consulted for further information. General
         At the  time the  Initial  Purchase  Payment  is  paid,  a  prospective
purchaser must specify whether he or she is purchasing a Non-Qualified  Contract
or a Qualified  Contract.  If the Initial Premium is derived from an exchange or
surrender  of  another  annuity  contract,  Transamerica  may  require  that the
prospective purchaser provide

                                                            44

<PAGE>



information with regard to the federal income tax status of the previous annuity
contract.  Transamerica will require that persons purchase separate Contracts if
they desire to invest  monies  qualifying  for  different  annuity tax treatment
under the Code.  Each such separate  Contract would require the minimum  Initial
Purchase  Payment stated above.  Additional  Purchase  Payments under a Contract
must qualify for the same federal  income tax treatment as the Initial  Purchase
Payment under the Contract;  Transamerica will not accept an additional Purchase
Payment  under a Contract if the federal  income tax  treatment of such Purchase
Payment would be different from that of the Initial Purchase Payment.

DISTRIBUTION OF THE CONTRACT

         Transamerica  Securities  Sales  Corporation  ("TSSC") is the principal
underwriter  of the  Contracts.  TSSC  may  also  serve  as an  underwriter  and
distributor of other contracts  issued through the Variable  Account and certain
other separate accounts of Transamerica and affiliates of Transamerica.  TSSC is
a wholly-owned  subsidiary of Transamerica  Insurance Corporation of California,
which is a subsidiary of the Transamerica  Corporation.  TSSC is registered with
the Commission as a broker/dealer and is a member of the National Association of
Securities  Dealers,  Inc.  ("NASD").  Its principal offices are located at 1150
South Olive Street,  Los Angeles,  California 90015.  Transamerica pays TSSC for
acting as the principal underwriter under a distribution agreement.
         TSSC has entered into sales  agreements  with other  broker/dealers  to
solicit  applications for the Contracts through registered  representatives  who
are  licensed  to  sell  securities  and  variable  insurance  products.   These
agreements  provide  that  applications  for the  Contracts  may be solicited by
registered  representatives of the  broker/dealers  appointed by Transamerica to
sell its variable life insurance and variable  annuities.  These  broker/dealers
are  registered  with the Commission and are members of the NASD. The registered
representatives  are  authorized  under  applicable  state  regulations  to sell
variable life insurance and variable annuities.
         Under the agreements,  Contracts will be sold by  broker/dealers  which
will receive  compensation of up to 6.25% of any Initial and additional Purchase
Payments made.  Additional amounts may be paid in certain circumstances (such as
upon  certain  annuitizations,  when  an  additional  commission  of 2.5% of the
Account Value annuitized may be paid). Additional amounts, including asset based
trail commissions, may be paid in some situations.
         Transamerica Financial Resources, Inc. ("TFR") also is an underwriter 
and distributor of the Contracts.
TFR is a wholly-owned subsidiary of Transamerica Insurance Corporation of 
California and is registered with the
Commission and the NASD as a broker/dealer.
LEGAL PROCEEDINGS
         There is no pending material legal proceeding affecting the Variable 
Account. Transamerica is involved
in various kinds of routine litigation which, in management's judgment, are not
 of material importance to
Transamerica's assets or to the Variable Account.
LEGAL MATTERS
         Advice   regarding   certain  legal  matters   concerning  the  federal
securities  laws  applicable  to the  issue  and sale of the  Contract  has been
provided by Sutherland, Asbill & Brennan. The organization of Transamerica,  its
authority  to issue the  Contract  and the  validity of the form of the Contract
have been passed upon by James W. Dederer,  Executive Vice President,  Secretary
and General Counsel of Transamerica.
ACCOUNTANTS
         The consolidated  financial  statements of Transamerica at December 31,
1995, and December 31, 1994, and for each of the three years in the period ended
December 31, 1995,  and the  financial  statements  for the Variable  Account at
December 31, 1995, have been audited by Ernst & Young LLP, Independent Auditors,
as set  forth  in  their  reports  appearing  in  the  Statement  of  Additional
Information,  and are  included in  reliance  upon such  reports  given upon the
authority of such firm as experts in accounting and auditing.
VOTING RIGHTS
         To the extent required by applicable law, all Portfolio  shares held in
the  Variable  Account  will be voted by  Transamerica  at regular  and  special
shareholder  meetings of the respective  Funds in accordance  with  instructions
received from persons having voting interests in the corresponding  Sub-Account.
If, however, the 1940

                                                            45

<PAGE>



Act  or  any  regulation  thereunder  should  be  amended,  or  if  the  present
interpretation  thereof should change, or if Transamerica  determines that it is
allowed to vote all Portfolio shares in its own right, Transamerica may elect to
do so.
         The person with the voting  interest is the Owner.  The number of votes
which  are  available  to an  Owner  will  be  calculated  separately  for  each
Sub-Account of the Variable  Account.  Before the Annuity Date, that number will
be  determined  by  applying  his or  her  percentage  interest,  if  any,  in a
particular  Sub-Account  to the  total  number  of  votes  attributable  to that
Sub-Account.  The Owner holds a voting interest in each Sub-Account to which the
Account  Value is  allocated.  After  the  Annuity  Date,  the  number  of votes
decreases  as Annuity  Payments  are made and as the  reserves  for the Contract
decrease.
         The number of votes of a Portfolio  will be  determined  as of the date
coincident  with  the  date   established  by  that  Portfolio  for  determining
shareholders  eligible to vote at the meeting of the Funds.  Voting instructions
will be solicited by written  communication  prior to such meeting in accordance
with procedures established by the respective Funds.
         Shares as to which no timely  instructions are received and shares held
by Transamerica as to which Owners have no beneficial  interest will be voted in
proportion  to the voting  instructions  which are received  with respect to all
Contracts  participating in the Sub-Account.  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.
         Each person or entity having a voting  interest in a  Sub-Account  will
receive proxy material,  reports and other material  relating to the appropriate
Portfolio.
         It should be noted that the Funds are not required,  and do not intend,
to hold annual or other regular meetings of shareholders.
AVAILABLE INFORMATION
         Transamerica  has filed a  registration  statement  (the  "Registration
Statement")  with the  Securities  and  Exchange  Commission  under the 1933 Act
relating to the Contract  offered by this  Prospectus.  This Prospectus has been
filed as a part of the  Registration  Statement  and does not contain all of the
information set forth in the Registration  Statement and exhibits  thereto,  and
reference is hereby made to such Registration Statement and exhibits for further
information  relating to Transamerica and the Contract.  Statements contained in
this Prospectus,  as to the content of the Contract and other legal instruments,
are summaries. For a complete statement of the terms thereof,  reference is made
to the  instruments  filed  as  exhibits  to  the  Registration  Statement.  The
Registration  Statement and the exhibits  thereto may be inspected and copied at
the office of the  Commission,  located at 450 Fifth Street,  N.W.,  Washington,
D.C.


                                                            46

<PAGE>



STATEMENT OF ADDITIONAL INFORMATION
         A Statement of Additional  Information is available which contains more
details concerning the subjects  discussed in this Prospectus.  The following is
the Table of Contents for that Statement:

TABLE OF CONTENTS                                                     Page

THE CONTRACT.................................................................3
DOLLAR COST AVERAGING........................................................3
NET INVESTMENT FACTOR........................................................3
ANNUITY PERIOD...............................................................3
         Variable Annuity Units and Payments.................................4
         Variable Annuity Unit Value.........................................4
         Transfers After the Annuity Date....................................4
GENERAL PROVISIONS...........................................................4
         IRS Required Distributions..........................................4
         Non-Participating...................................................4
         Misstatement of Age or Sex..........................................4
         Proof of Existence and Age..........................................4
         Assignment..........................................................5
         Annuity Data........................................................5
         Annual Report.......................................................5
         Incontestability....................................................5
         Ownership...........................................................5
         Entire Contract.....................................................5
         Changes in the Contract.............................................5
         Protection of Benefits..............................................6
         Delay of Payments...................................................6
         Notices and Directions..............................................6
CALCULATION OF YIELDS AND TOTAL RETURNS......................................6
         Money Market Sub-Account Yield Calculation..........................6
         Other Sub-Account Yield Calculations................................7
         Standard Total Return Calculations..................................7
         Hypothetical Performance Data.......................................8
         Other Performance Data..............................................8
HISTORIC PERFORMANCE DATA....................................................8
         General Limitations.................................................8
         Sub-Account Performance Figures.....................................9
         Hypothetical Sub-Account Performance Figures.......................11
FEDERAL TAX MATTERS.........................................................13
         Taxation of Transamerica...........................................13
         Tax Status of the Contract.........................................13
DISTRIBUTION OF THE CONTRACT................................................14
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS......................................15
TRANSAMERICA................................................................15
         General Information and History....................................15
STATE REGULATION............................................................15
RECORDS AND REPORTS.........................................................15
FINANCIAL STATEMENTS........................................................15


                                                            47

<PAGE>



Appendix A



Example of Variable Accumulation Unit Value Calculations
         Suppose the net asset value per share of a Portfolio  at the end of the
current  Valuation  Period is $20.15;  at the end of the  immediately  preceding
Valuation  Period  it was  $20.10;  the  Valuation  Period  is one  day;  and no
dividends or distributions  caused the Portfolio to go "ex-dividend"  during the
current Valuation Period. $20.15 divided by $20.10 is 1.002488.  Subtracting the
one day risk factor for Mortality and Expense Risk Charge and the Administrative
Expense Charge of .003814% (the daily  equivalent of the current charge of 1.40%
on an annual basis) gives a Net Investment  Factor of 1.002449.  If the value of
the Variable  Accumulation Unit for the immediately  preceding  Valuation Period
had  been  15.500000,  the  value  for the  current  Valuation  Period  would be
15.537966 (15.5 x 1.002449). Example of Variable Annuity Unit Value Calculations
         Suppose the  circumstances of the first example exist, and the value of
a Variable Annuity Unit for the immediately  preceding Valuation Period had been
13.500000.  If the first  Variable  Annuity  Payment is  determined  by using an
annuity  payment based on an assumed  interest rate of 4% per year, the value of
the Variable  Annuity Unit for the current  Valuation  Period would be 13.531613
(13.5 x  1.002449  (the Net  Investment  Factor) x  0.999893).  0.999893  is the
factor,  for a one day Valuation  Period,  that  neutralizes the assumed rate of
four percent (4%) per year used to establish the Variable Annuity Rates found in
the Contract. Example of Variable Annuity Payment Calculations
         Suppose  that the  Account  is  currently  credited  with  3,200.000000
Variable Accumulation Units of a particular Sub-Account.
         Also suppose that the Variable Accumulation Unit Value and the Variable
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately preceding the first day of the month is 15.500000 and 13.500000
respectively,  and that the Variable Annuity Rate for the age and option elected
is $5.73 per $1,000. Then the first Variable Annuity Payment would be:

         3.200 x 15.5 x 5.73 divided by 1,000 = $284.21,
         and the number of Variable Annuity Units credited for future payments
would be:
         284.21 divided by 13.5 = 21.052444.

         For the second monthly payment,  suppose that the Variable Annuity Unit
Value on the 10th day of the second month is 13.565712. Then the second Variable
Annuity Payment would be $285.59 (21.052444 x 13.565712).



                                                            A-1

<PAGE>








                                                       "BACK COVER"































                                   Issued by:

                             Transamerica Occidental
                             Life Insurance Company
            (Certificate Form GNC-33, Individual Contract Form 1-502)

                                1150 South Olive
                              Los Angeles, CA 90015



<PAGE>


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