SEPARATE ACCOUNT VA-2L OF TRANSAMERICA OCCIDENTAL LIFE INS C
497, 1997-10-01
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                                                      PROFILE         
                                                DREYFUS/TRANSAMERICA
                                                     TRIPLE ADVANTAGE(R)

                                                VARIABLE AND FIXED ANNUITY
                                                         Issued by
                                               TRANSAMERICA OCCIDENTAL LIFE
                                                     INSURANCE COMPANY
   
                                           May 1, 1997, revised October 1, 1997
    

                              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,
in your choice of fifteen  Sub-Accounts  corresponding  to fifteen  mutual funds
("Portfolios") in the Variable Account or in the Guaranteed Periods of the Fixed
Account  from  Transamerica.  You could  gain or 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  Fixed  Account  and  some of the  Portfolios  may not be
available in all states.
    

         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 earnings  accumulate on a tax-deferred  basis for individuals,  but if you
withdraw  money some or all of it may be taxable.  Tax deferral is not available
for corporations and some trusts.

         During the annuity phase  Transamerica  will make periodic  payments to
you.  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 the lifetime of an  individual,  or payments for the longer of one
lifetime or a  guaranteed  period of 10, 15, or 20 years,  or  payments  for one
lifetime and the lifetime of another individual.

   
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.  This right
is explained in item 10 on page 4 of this Profile.
    

         The  Triple  Advantage  variable  annuity  is  designed  for  long-term
tax-deferred accumulation of assets, generally for retirement or other long-term
goals.  Individuals  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 in any of the 
Sub-Accounts corresponding to the following fifteen Portfolios:

         Money Market         Capital Appreciation     International Value
         Special Value1       Stock Index              Disciplined Stock
    


<PAGE>



         Zero Coupon 2000   Socially Responsible Growth    Small Company Stock
         Quality Bond       Growth and Income              Balanced
         Small Cap          International Equity       Limited Term High Income

   
         1The Special Value Portfolio was called Managed Assets prior to October
1, 1997.
    

         These Portfolios are described in their own prospectuses.  You can earn
or lose money in any of these Portfolios. All Portfolios may not be available in
all states.

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

   
5.  Expenses.  The Contract  provides many benefits and features that you do not
get with a regular mutual fund or CD investment.  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 Contract year we
deduct an account fee of no more than $30 (there is no fee if your Account 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.  Advisory fees
are also  deducted by the  Portfolios'  manager,  and the  Portfolios  pay other
expenses  which,  in total,  vary from 0.30% to 1.35% per year of the amounts in
the Portfolios.  Finally, there might be premium taxes ranging from 0 to 3.5% of
your  investment  and/or  on  amounts  you  use  to  purchase  annuity  benefits
(depending on your state's law).

         The following chart shows these charges (except premium taxes). The $30
annual account fee is not included in the first column because the fee is waived
for Account  Values over $50,000 and the  approximate  average  Account Value is
over $50,000.  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 one includes the withdrawal charge
and year ten does not.
    

EXAMPLES:
<TABLE>
<CAPTION>

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

<S>                           <C>                 <C>                  <C>                <C>                  <C>    
Money Market                  1.40%               0.62%                2.02%              $73.29               $234.80

   
Special                       1.40%               0.93%                2.33%              $76.21               $266.60
Value
    

Zero Coupon 2000              1.40%               0.66%                2.06%              $73.67               $238.97

Quality Bond                  1.40%               0.81%                2.21%              $74.89               $252.37

Small Cap                     1.40%               0.79%                2.19%              $74.89               $252.37

Capital Appreciation          1.40%               0.84%                2.24%              $75.37               $257.48

Stock Index                   1.40%               0.30%                1.70%              $70.26               $200.86

Socially Responsible          1.40%               0.99%                2.39%              $76.78               $272.63

Growth & Income               1.40%               0.83%                2.23%              $75.27               $256.46

International Equity          1.40%               1.28%                2.68%              $79.50               $301.24

International Value           1.40%               1.35%                2.75%              $80.16               $308.01

Disciplined Stock             1.40%               0.96%                2.36%              $76.50               $269.62

</TABLE>

        2

<PAGE>



$267.60ompany

$298.32d

$273.63 Term High
Income



The  Annual  Portfolio  Charges  above are for 1996 and do not  reflect  expense
reimbursements  or fee  waivers,  except for the  Balanced and Limited Term High
Income  Portfolios  which did not commence  operations in 1996;  the numbers for
these funds are annualized  estimates for 1997.  Expenses may be higher or lower
in the  future.  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  additional  10%  federal  tax  penalty  may  apply on the  withdrawn
earnings.  Certain  owners that are not  individuals  may be currently  taxed on
increases in the contract, whether distributed or not.

7. Access to Your Money. You can generally take money out at any time during the
accumulation phase. A withdrawal charge of up to 6% of a purchase payment may be
assessed by  Transamerica,  but no  withdrawal  charge will be assessed on money
that has been in the Contract for seven years. In certain cases,  the withdrawal
charge may be waived if you are in a hospital or nursing  home for a long period
or, in some states, if you are diagnosed with a terminal illness.  Additionally,
you can withdraw  accumulated  earnings on your purchase payments not previously
withdrawn  at any time  without a withdrawal  charge.  After the first  Contract
Year,  for only the first  withdrawal in a Contract  Year,  you may withdraw the
greater of accumulated  earnings or 15% of Purchase  Payments  received at least
one but less than seven  years ago.  (See Page 41 of the  prospectus  for a more
detailed discussion.)

You may have to pay income 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
generally 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
Sub-Account(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 for each  Sub-Account.  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.
    
                                                       CALENDAR YEAR

<TABLE>
<CAPTION>

   
SUB-ACCOUNT/             1996         1995          1994         1993            1992          1991           1990          1989
- ------------             ----         ----          ----         ----            ----          ----           ----          ----
PORTFOLIOS
    

<S>         <C>          <C>          <C>           <C>          <C>             <C>           <C>                             
Money Market(1)          3.53%        4.21%         3.00%        1.86%           2.71%         4.54%          N/A           N/A

   
Special                  (5.67%)      (0.48%)       (3.48%)      26.74%          (0.41%)       8.99%          N/A           N/A
Value(1)
    

Zero Coupon 2000(1)      1.10%        16.35%        (5.41%)      13.52%          7.29%         17.14%         N/A           N/A

Quality Bond(1)          1.63%        18.91%        (6.17%)      13.66%          10.45%        12.47%         N/A           N/A


      3

<PAGE>





Capital Appreciation(2)  22.71%       32.82%        1.45%        N/A             N/A           N/A            N/A           N/A

Stock Index(3)           19.80%       35.92%        (0.60%)      7.75%           5.55%         27.98%         (6.52%)       N/A

Socially Responsible(4)  19.00%       33.67%        (0.08%)      N/A             N/A           N/A            N/A           N/A

Growth and Income(5)     18.63%       59.58%        N/A          N/A             N/A           N/A            N/A           N/A

International Equity(5)  9.82%        6.62%         N/A          N/A             N/A           N/A            N/A           N/A

</TABLE>

 (1) Portfolio Inception 8-31-90    (3) Portfolio Inception 9-29-89     
 (2) Portfolio Inception 4-5-93     (4) Portfolio Inception 10-7-93
(5) Portfolio Inception 12-15-94
   
Data is for full years only.  Therefore,  no  performance  is  reported  for the
International  Value,  Disciplined  Stock and Small Company  Stock  Sub-Accounts
because  these  Sub-Accounts  had not been in operation for a full year in 1996.
Additionally,  the Balanced and Limited  Term High Income  Sub-Accounts  did not
commence operations in 1996 and, therefore, no performance is reported for these
Sub-Accounts. The figures for the Money Market, Special Value, Zero Coupon 2000,
Quality Bond,  Small Cap and Stock Index  Sub-Accounts  include data for periods
before the Sub-Accounts commenced operations, based on the actual performance of
the corresponding Portfolios since they commenced operations.
    

9. Death Benefit.  If you or the annuitant dies during the  accumulation  phase,
then the  appropriate  beneficiary  is guaranteed by  Transamerica  to receive a
death  benefit of 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)
a "seven-year step-up" death benefit,  which is the highest Account Value on any
seven year anniversary of your purchase of the Contract (adjusted for additional
investments  and any  withdrawals  since that  anniversary  less  premium  taxes
applicable to those withdrawals);  or (3) your investments, less withdrawals and
any  premium  taxes  applicable  to that  withdrawal,  compounded  at 5%  annual
effective  interest (the 5% interest  stops when you,  your joint owner,  or the
annuitant  reaches age 75, or when it has doubled the amount of your investment,
whichever is earlier).

   
10.      Other Information.  The Contract 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 the amount of your investment that you
allocated  to the  Fixed  Account  and the  current  value  of the  amounts  you
allocated to the Variable Account (without any withdrawal charges). Certain laws
may require that if you cancel during this period,  you are entitled to get back
the greater of your full  investment or the Account Value.  If one of these laws
apply,  then during this "free look"  period your  investment  allocated  to the
Variable  Account,  may be placed in the Money Market Portfolio  (depending upon
the state in which the Contract is sold).
    

         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,
Limited Term High Income or Quality Bond Sub-Accounts,  or possibly from another
Sub-Account  or a  Guarantee  Period of the Fixed  Account,  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,  but it does
not assure a profit or protect against loss and is intended to continue for some
time.
    

         AUTOMATIC ASSET  REBALANCING.  The performance of each  Sub-Account may
cause the allocation of value among the Sub-Accounts to change. You may instruct
Transamerica  to  periodically   automatically  rebalance  the  amounts  in  the
Sub-Accounts by reallocating amounts among them.

                                                             4

<PAGE>




         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 if you are under age
59 1/2).

   
         AUTOMATIC PAYOUT OPTION.   If you have a Qualified Contract (for 
example: an IRA), you can arrange to have the minimum distributions required
 by the IRS to be automatically paid to you.
    

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

                                                             5

<PAGE>
















                                                   ["Front Green Cover"]


                                                  

                                 PROSPECTUS FOR

                    DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE(R)
   
                      May 1, 1997, Revised October 1, 1997
    

                          A Variable Annuity Issued by
                             Transamerica Occidental
                             Life Insurance Company

                         Including Fund Prospectuses for

                        DREYFUS VARIABLE INVESTMENT FUND
   
                      May 1, 1997, revised October 1, 1997
                     THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
                                   FUND, INC.
    
                                   May 1, 1997
                            DREYFUS STOCK INDEX FUND
                                   May 1, 1997



<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
for all amounts  allocated to the  Variable  Account.  Amounts  allocated to the
Fixed Account are guaranteed by Transamerica to accrue at 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 keep it for
                            future reference. The date of this Prospectus is May
                            1, 1997, revised October 1, 1997
    

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  basis  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.  Fifteen  Portfolios  are currently
available for investment  under the Contract:  the Money Market,  Special Value,
Zero Coupon 2000,  Quality Bond,  Small Cap,  Capital  Appreciation,  Growth and
Income,  International  Equity,  International  Value,  Disciplined Stock, Small
Company  Stock,  Balanced  and Limited  Term High Income  Portfolios  of Dreyfus
Variable  Investment  Fund;  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 31). For more information  about
the Funds, see "The Funds" (page 20) 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 existing amounts  transferred to the Guarantee Periods of the Fixed
Account  will be credited  with  interest of at least 3% per year.  Transamerica
may, at 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 generally be subject to an interest  adjustment  which
will reduce the interest credited to the minimum 3% annual rate. (See "The Fixed
Account" page 23.)
    
         The Initial  Purchase  Payment for each Contract  must  generally be at
least $5,000 unless, with the prior permission of Transamerica,  the Contract is
sold as a  Qualified  Contract  to certain  retirement  plans.  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>
<CAPTION>



TABLE OF CONTENTS                                                                                                  Page
<S>                                                                                                                      <C>
DEFINITIONS...............................................................................................................5
SUMMARY...................................................................................................................8
CONDENSED FINANCIAL INFORMATION..........................................................................................16
PERFORMANCE DATA.........................................................................................................18
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND THE
 VARIABLE ACCOUNT........................................................................................................19
         Transamerica Occidental Life Insurance Company..................................................................19
         Published Ratings...............................................................................................19
         The Variable Account............................................................................................19
THE FUNDS................................................................................................................20
THE FIXED ACCOUNT........................................................................................................23
         Guarantee Periods...............................................................................................24
         Interest Adjustment.............................................................................................24
         Expiration of a Guarantee Period................................................................................24
THE CONTRACT.............................................................................................................24
APPLICATION AND PURCHASE PAYMENTS........................................................................................25
         Purchase Payments...............................................................................................25
         Allocation of Purchase Payments.................................................................................25
ACCOUNT VALUE............................................................................................................26
TRANSFERS................................................................................................................27
         Before the Annuity Date.........................................................................................27
         Telephone Transfers.............................................................................................27
         Possible Restrictions...........................................................................................27
         Dollar Cost Averaging...........................................................................................28
         Automatic Asset Rebalancing.....................................................................................28
         After the Annuity Date..........................................................................................28
   
CASH WITHDRAWALS.........................................................................................................28
         Withdrawals.....................................................................................................28
         Systematic Withdrawal Option....................................................................................30
         Automatic Payout Option ........................................................................................30
         ......................................................................
    
DEATH BENEFIT............................................................................................................30
         Payment of Death Benefit........................................................................................31
         Designation of Beneficiaries....................................................................................31
         Death of Annuitant Prior to the Annuity Date....................................................................31
         Death of Owner Prior to the Annuity Date........................................................................31
         Death of Annuitant or Owner After the Annuity Date..............................................................31
CHARGES AND DEDUCTIONS...................................................................................................31
         Contingent Deferred Sales Load..................................................................................32
         Administrative Charges..........................................................................................33
         Mortality and Expense Risk Charge...............................................................................33
         Premium Taxes...................................................................................................34
         Transfer Fee....................................................................................................34
         Systematic Withdrawal Option....................................................................................34
         Taxes...........................................................................................................34
         Portfolio Expenses..............................................................................................34
         Interest Adjustment.............................................................................................34
ANNUITY PAYMENTS.........................................................................................................34
         Annuity Date....................................................................................................34
         Annuity Payment.................................................................................................35
         Election of Annuity Forms and Payment Options...................................................................35
         Annuity Payment Options.........................................................................................35
         Fixed Annuity Payment Option....................................................................................36

                                                             3

<PAGE>




TABLE OF CONTENTS CONTINUED
         Variable Annuity Payment Option.................................................................................36
         Annuity Forms...................................................................................................36
         Alternate Fixed Annuity Rates...................................................................................37
QUALIFIED CONTRACTS......................................................................................................37
         Withholding.....................................................................................................37
         Automatic Payout Option ("APO").................................................................................37
         Restrictions under 403(b) Programs..............................................................................38
FEDERAL TAX MATTERS......................................................................................................38
         Introduction....................................................................................................38
         Taxation of Annuities...........................................................................................39
         Qualified Contracts.............................................................................................41
         Possible Changes in Taxation....................................................................................42
         Other Tax Consequences..........................................................................................42
         General.........................................................................................................42
DISTRIBUTION OF THE CONTRACT.............................................................................................42
LEGAL PROCEEDINGS........................................................................................................42
LEGAL MATTERS............................................................................................................42
ACCOUNTANTS..............................................................................................................43
VOTING RIGHTS............................................................................................................43
AVAILABLE INFORMATION....................................................................................................43
STATEMENT OF ADDITIONAL
INFORMATION - TABLE OF CONTENTS..........................................................................................44
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

</TABLE>






                      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: (a) whose life is
used to determine  the amount of monthly  annuity  payments on the Annuity Date;
and (b) who is the Payee designated to receive monthly annuity payments,  unless
such Payee is changed by the Owner.  The Annuitant  cannot be changed after this
Certificate  has been  issued,  except upon the  Annuitant's  death prior to the
Annuity Date if a Contingent Annuitant has previously been named. In the case of
a Qualified Contract used to fund an IRA or a 403(b) annuity,  the Owner must be
the Annuitant. Annuitant's Beneficiary: The person or persons named by the Owner
who may receive the Death Benefit  under the Contract,  if: (a) the Annuitant is
not the Owner,  there is no named  Contingent  Annuitant and the Annuitant  dies
before  the  Annuity  Date and  before  the  death of the  Owner(s);  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  specified by the Owner. 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 applicable 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 applicable  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. The contingent annuitant may be changed by the Owner at any time
while the  Annuitant  is living  and  before  the  Annuity  Date.  Contract:  An
individual  annuity contract issued by Transamerica,  or a certificate issued by
Transamerica  which  evidences an  individual's  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.  Death Benefit:
The benefit that may be payable by  Transamerica  to the Owner's or  Annuitant's
Beneficiary, as applicable, if an Owner or the Annuitant dies before the Annuity
Date. The Death Benefit is equal to the greatest of (1) the Account  Value,  (2)
the greatest 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 and less the
sum of all  subsequent  withdrawals  and any premium  taxes  applicable to those
withdrawals),  or (3) the sum of all Purchase Payments, less withdrawals and any
premium taxes applicable to those withdrawals,  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 any 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  applicable to those  withdrawals),  together
with  credited  interest,  has  grown to two times  the  amount of all  Purchase
Payments  (less  all  withdrawals  and any  premium  taxes  applicable  to those
withdrawals) as a result of such interest accumulation, if
    

                                                             5

<PAGE>



earlier.  The Death  Benefit will be  determined  as of the end of the Valuation
Period  during  which the last of the  following  items is received by us at our
Service  Office:  (i)  proof of death of the  Owner or  Annuitant;  and (ii) the
written  notice  of  the  method  of  settlement  elected  by  the  beneficiary.
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.  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.  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 (Joint  Owners):  The  person(s)  who,  while
living,  control(s) all rights and benefits under the Contract. Joint Owners own
the Contract equally with right of survivorship. The right of survivorship means
that if a Joint Owner dies, his or her interest in the Contract will pass to the
surviving  Joint Owner in accordance  with the Death Benefit  provisions.  Joint
Owners  must  be  husband  and  wife  as  of  the   Contract   Date  (except  in
Pennsylvania).   Qualified   Contracts   cannot  have  Joint   Owners.   Owner's
Beneficiary:  If the Owner is an  individual,  the  Owner's  Beneficiary  is the
person(s) who may receive the Death Benefit if the Owner dies before the Annuity
Date and before the death of the  Annuitant.  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 (an "IRA") which receives special federal income
tax treatment under Section 408 of the Code and whose initial  Purchase  Payment
is  derived  from a rollover  of amounts  from a  qualified  retirement  plan(s)
receiving special tax treatment under Sections 401(a), 403(b) or 408 of the Code
(a  "rollover  IRA") or,  with  Transamerica's  prior  permission,  an IRA which
receives  special tax treatment  under Section 408 of the Code and whose initial
Purchase  Payment  is  limited  by  the  contribution  limits  of  the  Code  (a
"contributory IRA"), an annuity under Section 403(b) of the Code, or a qualified
pension,  retirement or profit-sharing plan which receives special tax treatment
under  Section  401(a)  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.   Source  Account:  A
Sub-Account of the Variable  Account or a Guarantee Period of the Fixed Account,
as permitted, from

                                                             6

<PAGE>



which Dollar Cost Averaging transfers are being made.
   
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  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 Systematic  Withdrawal fees; and less
(h)  withdrawals  from the Sub- Accounts  less any premium  taxes  applicable to
those  withdrawals.  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,  including systematic  withdrawals,
and full  surrenders  that are paid in cash to the Owner or person(s)  the Owner
specifies.
    



                                                             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 with  non-qualified  plans and as an  individual  retirement  annuity  that
qualifies  for special  tax  treatment  under  Section 408 of the Code and whose
initial  Purchase  Payment is a rollover of amounts from a qualified  retirement
plan(s) receiving special tax treatment under Sections 401(a), 403(b) and 408 of
the Code (a "rollover IRA"). Additionally, with Transamerica's prior permission,
the Contract may be used as an IRA whose initial  Purchase Payment is limited to
the contribution  limitations of the Code (a "contributory  IRA"), as an annuity
under Section  403(b) of the Code,  and with various types of qualified  pension
and  profit-sharing  plans under  Section  401(a) of the Code.  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 an  individual
annuity contract or to a certificate issued under a group annuity contract.  The
term "Owner" refers to the Owner or any Joint Owner of the  individual  contract
or 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  generally be at
least $5,000 unless, with Transamerica's  permission,  the Contract is sold as a
Qualified  Contract  to certain  retirement  plans.  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.  The
minimum Net Purchase Payment that may be allocated to an Inactive Sub-Account is
$500 and to a new Guarantee  Period is $1,000.  (See  "Application  and Purchase
Payments" page 25.) 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 19.)
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 Dreyfus
Stock Index Fund or The Dreyfus Socially Responsible Growth Fund, Inc. (together
"The  Funds").  The following  fifteen  Portfolios  are currently  available for
investment in the Variable Account.  Prior to October 1, 1997, the Special Value
Portfolio was called Managed Assets Portfolio.

 Money Market               Capital Appreciation            International Value
 Special Value                 Stock Index                    Disciplined Stock
 Zero Coupon 2000           Socially Responsible Growth    Small Company Stock
 Quality Bond               Growth and Income              Balanced
 Small Cap                  International Equity       Limited Term High Income
    

 Each Portfolio has distinct investment objectives and policies which are 
described in the accompanying prospectuses for the
Funds. (See "The Funds" page 21.)   Some Portfolios may not be available in all
 states.
         The Funds pay their investment adviser 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 charges described under "Charges and Deductions" (page 31).
For more  information  about  the  Funds,  see  "The  Funds"  (page  20) and the
accompanying

                                                             8

<PAGE>



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  generally  be  subject to an  interest  adjustment  which will  reduce the
interest  credited to the amount  withdrawn to the minimum 3% annual rate.  (See
"The Fixed Account" page 23.) Transfers Before the Annuity Date
         Prior to the Annuity  Date,  the Owner may make  transfers  between and
among the  Guarantee  Periods of the Fixed Account and the  Sub-Accounts  of the
Variable  Account.  A  "transfer"  is the  reallocation  of amounts  between the
Guaranteed Period(s) of the Fixed Account and the Sub-Account(s) of the Variable
Account,   among  the  Guarantee  Periods  of  the  Fixed  Account,   and  among
Sub-Accounts  of the  Variable  Account.  All  reallocations  on any one day are
considered  one  transfer.  Total  transfers  are limited to  eighteen  during a
Contract  Year.  This limit  includes all  transfers  except those  specifically
excluded under certain  programs.  Amounts  transferred  from a Guarantee Period
prior to its Expiration Date will generally be subject to an interest adjustment
which will reduce the  interest  credited to the  minimum 3% annual  rate.  (See
"Transfers" on page 27.)
         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.)  (See "The Fixed Account" page
23.) (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.  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.  (See  "Contingent  Deferred  Sales
Load" below and at page 32.) 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  Qualified  Contracts may be subject to severe
restrictions.  (Except for rollover IRAs, Qualified Contracts are sold only with
Transamerica's  prior  permission.)  (See  "Qualified  Contracts"  page  37  and
"Federal  Tax  Matters"  page 38.) The  annual  Account  Fee  generally  will be
deducted on a full surrender of a Contract.  (See  "Withdrawals"  page 28.) Only
one,  and in some  states no partial  withdrawal,  will be  permitted  while the
Systematic Withdrawal Option is in effect.
         Amounts withdrawn from a Guarantee Period prior to its Expiration Date
 will generally be subject to an interest
adjustment which will reduce the interest credited to the amount withdrawn to 
the minimum 3% annual rate.  (See "The Fixed
Account" page 23.)  Transamerica may delay payment of any withdrawal from the 
Fixed Account for up to six months.   (See
"Cash Withdrawals" page 28.)
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.  TRANSAMERICA  GUARANTEES  THAT THE  AGGREGATE
CONTINGENT  DEFERRED  SALES LOAD WILL NEVER EXCEED 6% OF THE PURCHASE  PAYMENTS.
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.
 (See Contingent Deferred Sales Load" page 32.)
         Certain amounts may be withdrawn free of any Contingent  Deferred Sales
Load.  The Owner may make  withdrawals  up to the  "Allowed  Amount"  (described
below)  without  incurring a Contingent  Deferred  Sales Load each Contract Year
before the Annuity Date.  During the first  Contract Year, the Allowed Amount is
equal  to  accumulated  earnings  not  previously   withdrawn.   For  the  first
withdrawal,  and only the first  withdrawal  in a Contract  Year after the first
Contract Year, the available  Allowed Amount is equal to the sum of: (a) 100% of
Purchase Payments not previously  withdrawn and received at least seven Contract
Years before the date of withdrawal; plus (b) the greater of (i) the accumulated
earnings not previously  withdrawn or (ii) 15% of Purchase  Payments received at
least  one but less  than  seven  complete  Contract  Years  before  the date of
withdrawal  not  reduced by any  withdrawals  deemed to have been made from such
Purchase  Payments.  After the first  withdrawal in a Contract  Year,  after the
first Contract  Year,  the available  Allowed Amount is equal to the sum of: (a)
100% of Purchase Payments,  not previously withdrawn and received at least seven
complete  Contract  Years before the date of  withdrawal;  plus (b)  accumulated
earnings not previously  withdrawn.  Withdrawals  will always be made first from
accumulated  earnings,  and then from Purchase  Payments on a first in first out
basis. Therefore, accumulated earnings could

                                                             9

<PAGE>



   
be withdrawn as part of the first withdrawal in a Contract Year and,  therefore,
not be available for  withdrawals  made later that Contract  Year. If an Allowed
Amount is not  withdrawn  during a Contract  Year, it does not carry over to the
next Contract Year. However, accumulated earnings, if any, in an Owner's Account
Value are always  available as the Allowed  Amount.  No withdrawals  are allowed
with  regard to Purchase  Payment  made by a check  which has not  cleared.  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  (30  days in
Pennsylvania)  out of a continuous 60 day period and other  conditions  are met.
Additionally,  in some states, the Contingent  Deferred Sales Load is waived if,
after the first Contract Year the Owner,  is diagnosed  with a terminal  illness
reasonably  expected to result in death within twelve months.  (See  "Contingent
Deferred Sales Load" page 32.)
    

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
33.)  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 33.)
         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.  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  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 33.)
         Currently,  no  Transfer  Fees or fees  for the  Systematic  Withdrawal
Option  are  imposed.  However,  for each  transfer  in excess  of six  during a
Contract  Year, a Transfer Fee of the lesser of 2% of the amount  transferred or
$10 may be imposed  (see  "Transfer  Fee" page 34) and a fee of $25 per Contract
Year may be imposed for the Systematic Withdrawal Option (see page 30).
         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 34.)
         In addition, amounts withdrawn or transferred out of a Guarantee Period
of the Fixed Account prior to its  Expiration  Date will generally be subject to
an interest  adjustment  which will reduce the interest earned on that amount to
the minimum 3% 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 3 of this  Prospectus,  and
with the Funds' prospectuses.  In addition to the expenses listed below, premium
taxes may be applicable.
<TABLE>
<CAPTION>

Contract Transaction Expenses(1)
<S>                                                                                                       <C>
         Sales Load Imposed on Purchase Payments                                                          0
         Maximum Contingent Deferred Sales Load(2)                                                        6%
- ---------------------------------------------------------------------------------------------------------------------------

                Range of Contingent Deferred Sales Load Over Time
                                                                                                 Contingent 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>

<TABLE>
<CAPTION>


                                                 Zero                                                     Stock
   
Portfolio                  Money Special Coupon        Quality         Small        Capital        Index
 Annual Expenses          Market         Value   2000          Bond            Cap      Appreciation    Fund(6)
- ----------------          ------   -----------   ----          ----            ---      ------------    -------
(as a percentage of Portfolio
average net assets)
    
<S>                        <C>        <C>        <C>           <C>           <C>           <C>           <C>  
   Management Fees         0.50%      0.75%      0.45%         0.65%         0.75%         0.75%         0.25%
   Other Expenses          0.12%      0.18%      0.21%         0.14%         0.04%         0.09%         0.05%
   Total Portfolio Annual  0.62%      0.93%      0.66%         0.79%         0.79%         0.84%         0.30%
             Expenses

</TABLE>


<TABLE>
<CAPTION>

                                 Socially       Growth                                                    Small
Portfolio                       Responsible       and      International   International  Disciplined    Company
 Annual Expenses                  Fund(6)       Income        Equity        Value(6)(7)   Stock(6)(7)  Stock(6)(7)
(as a percentage of Portfolio
average net assets)
<S>                                <C>           <C>           <C>           <C>           <C>           <C>  
     Management Fees               0.75%         0.75%         0.75%         1.00%         0.75%         0.75%
     Other Expenses                0.24%         0.08%         0.53%         0.35%         0.21%         0.19%
     Total Portfolio Annual 0.99%  0.83%         1.28%         1.35%         0.96%         0.94%
            Expenses
</TABLE>



Portfolio                                           Limited Term
 Annual Expenses                Balanced(6)        High Income(6)
(as a percentage of Portfolio
average net assets)
     Management Fees               0.75%              0.65%
     Other Expenses                0.50%              0.35%
     Total Portfolio Annual 1.25%  1.00%
            Expenses

                                                            11

<PAGE>



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.

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 Payments may be withdrawn each year after the
         first Contract Year without imposition of any Contingent Deferred Sales
         Load;  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 ("CDSL");  accumulated  earnings may
         always be withdrawn without imposition of a CDSL.
         (See Contingent Deferred Sales Load" page 32.)
(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 31.)
(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 31.)
(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 31.)
(6)      From time to time,  the  Portfolios'  investment  adviser,  in its sole
         discretion,  may waive  all or part of their  fees  and/or  voluntarily
         assume certain Portfolio  expenses.  For fiscal year 1996, certain fees
         were waived or  expenses  assumed,  in each case on a voluntary  basis.
         With  such  waivers  or  reimbursements,  the  Management  Fees,  Other
         Expenses and Total  Portfolio  Annual  Expenses  that were paid for the
         last  completed  fiscal  year,  December  31,  1996,  for the  Socially
         Responsible Fund were 0.72%, 0.24% and 0.96%. The International  Value,
         Disciplined  Stock, and Small Company Stock Portfolios did not commence
         operations until April 30, 1996. The Management Fee, Other Expenses and
         Total Portfolio  Annual Expenses that were paid, on an annualized basis
         because  of such  waivers  or  reimbursements,  for the last  completed
         fiscal   year,   December  31,  1996,   for  these   Portfolios   were:
         International  Value: 0.66%,  0.35%,  1.01%;  Disciplined Stock: 0.59%,
         0.21%,  0.80%; and Small Company Stock: 0.56%; 0.19%; and 0.75%. During
         Calendar  year  1997,  the  adviser  has  undertaken  to waive fees and
         reimburse  expenses  as  follows:  Stock  Index  with a cap  at  0.40%;
         Balanced with a cap of 1.25% on an annualized  basis;  and Limited Term
         High  Income  with  a cap  of 1% on an  annualized  basis.  For a  more
         complete  description  of the  Portfolios'  fees and expenses,  see the
         Funds' prospectuses.
(7)      The  International  Value,  Disciplined  Stock and Small  Company Stock
         Portfolios  did not commence  operations  until April 30,  1996.  These
         numbers show the expenses  annualized  as though the Portfolio had been
         in operation throughout 1996.
(8)      The Balanced and Limited Term High Income  Portfolios  did not commence
         operations  during 1996. These numbers are annualized  estimates of the
         expenses  that each of these  Portfolios  expects to incur with waivers
         and reimbursements during fiscal year 1997.

                                                            12

<PAGE>



Examples*
          The following three examples reflect no Account Fee deduction  because
the  approximate  average Account Value is more than $50,000 and the Account Fee
is waived for Account Values of $50,000.  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 34.)
         These  examples  show  expenses  without  reflecting  fee  waivers  and
reimbursements  for 1996. Except for the Stock Index,  Balanced and Limited Term
High Income Portfolios, it is not anticipated that there will be any fee waivers
or expense reimbursements 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                $73.29           $110.46          $148.80           $234.80
   
Special Value               $76.21          $119.35           $164.16           $266.60
Zero Coupon 2000            $73.67           $111.61          $150.84           $238.97
Quality Bond                $74.89           $115.35          $157.40           $252.37
Small Cap                   $74.89           $115.35          $157.40           $252.37
Capital Appreciation        $75.37           $116.78          $159.82           $257.48
Stock Index                 $70.26           $101.19          $132.30           $200.86
Socially Responsible        $76.78           $121.07          $176.92           $272.63
Growth and Income           $75.27           $116.49          $159.34           $256.46
International Equity        $79.50           $129.30          $180.85           $301.24
International Value         $80.16           $131.27          $184.15           $308.01
Disciplined Stock           $76.50           $120.21          $165.61           $269.62
Small Company Stock         $76.31           $119.64          $164.64           $267.60
Balanced                    $79.22          $128.45           $179.43           $298.32
Limited Term High Income    $76.87           $121.35          $167.53           $273.63
    
</TABLE>


Example 2

         If the Owner does not  surrender  and does not  annuitize the Contract,
they 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                $20.50            $63.35          $108.80           $234.80
Special Value               $23.61           $72.74           $124.53           $266.60
Zero Coupon 2000            $20.90            $64.57          $110.84           $238.97
Quality Bond                $22.21            $68.51          $117.46           $252.37
Small Cap                   $22.21            $68.51          $117.46           $252.37
Capital Appreciation        $22.71            $70.02          $119.99           $257.48
Stock Index                 $17.28            $53.57           $92.30           $200.86
Socially Responsible        $24.21            $74.55          $127.55           $272.63
Growth and Income           $22.61            $69.72          $119.48           $256.46
International Equity        $27.11            $83.23          $141.99           $301.24
International Value         $27.81            $85.32          $145.45           $308.01
Disciplined Stock           $23.91            $73.65          $126.04           $269.62
Small Company Stock         $23.71            $73.04          $125.03           $267.60
Balanced                    $26.81            $82.34          $140.51           $298.32
Limited Term High Income    $24.31            $74.85          $128.05           $273.63
    
</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,**  they 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                $73.29            $63.35          $108.80           $234.80
Special Value               $76.21           $72.74           $124.53           $266.60
Zero Coupon 2000            $73.67            $64.57          $110.84           $238.97
Quality Bond                $74.89            $68.51          $117.46           $252.37
Small Cap                   $74.89            $68.51          $117.46           $252.37
Capital Appreciation        $75.37            $70.02          $119.99           $257.48
Stock Index                 $70.26            $53.57           $92.30           $200.86
Socially Responsible        $76.78            $74.55          $127.55           $272.63
Growth and Income           $75.27            $69.72          $119.48           $256.46
International Equity        $79.50            $83.23          $141.99           $301.24
International Value         $80.16            $85.32          $145.45           $308.01
Disciplined Stock           $76.50            $73.65          $126.04           $269.62
Small Company Stock         $76.31            $73.04          $125.03           $267.60
Balanced                    $79.22            $82.34          $140.51           $298.32
Limited Term High Income    $76.87            $74.85          $128.05           $273.63
    
</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.  The assumed 5% annual return is only 
hypothetical.  It is not a representation of past or future returns.
Actual returns could be greater or less than this assumed rate.

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.)

Payments on Death Before the Annuity Date
         The Death  Benefit for a Contract  will be equal to the greatest of (1)
the Account Value;  (2) a "seven-year  step-up"  benefit,  which is the greatest
Account Value  determined  as of the seventh  Contract  Anniversary  and at each
succeeding  Contract  Anniversary  occurring at seven year intervals  thereafter
(adjusted  for  additional   Purchase   Payments  and  withdrawals   since  that
anniversary less premium taxes applicable to those withdrawals); or (3) Purchase
Payments,  less withdrawals and premium taxes  applicable to those  withdrawals,
compounded at 5% annual  effective  interest rate (the 5% interest stops when an
Owner or the Annuitant reaches age 75, or when it has doubled the amount of your
investment  less   withdrawals  and  any  premium  taxes   applicable  to  those
withdrawals,  whichever is earlier).  (See "Death  Benefit"  page 30.) The Death
Benefit  will  generally  be paid within  seven days of receipt of the  required
Proof of  Death of an 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.

                                                            14

<PAGE>



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 30.)
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 except that mandatory  withholding may apply for
certain  Qualified  Contracts.  In addition,  a federal penalty tax may apply to
certain distributions. (See "Federal Tax Matters" page 38.) 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  most  cases,  Transamerica  will  refund  the  Purchase  Payments
allocated to the Fixed  Account plus the  Variable  Accumulated  Value as of the
date the written notice and the Contract are received by Transamerica.  In other
cases,  including  for certain ages of Owners in some states,  and in all states
for IRAs,  Transamerica  will refund the greater of the Purchase Payments or the
Account Value as of the date the written notice and the Contract are received by
Transamerica.  In certain  situations,  the Purchase Payments received before or
during the Free Look period will be allocated  among the Guarantee  Period(s) of
the Fixed Account and  Sub-Account(s) of the Variable Account in accordance with
the  Owner's  instructions.  In  certain  situations,  the  Purchase  Payment(s)
received  before or during the Free Look Period which the Owner has allocated to
the Fixed  Account will be allocated to the  Guarantee  Period(s) in  accordance
with the Owner's  instructions,  but Purchase Payments 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).  Owners  should  consult  their  registered
representative or investment  adviser (or see their Contract) for the applicable
provision.  (See "Application and Purchase Payments" page 25 and "Account Value"
page 26.) 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.)



                                                            15

<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 the period from  commencement  of business  operations  of the
Sub-Account through December 31, 1996. The Balanced and Limited Term High Income
Sub-Accounts  are not  included  because  these  Sub-Accounts  did not  commence
operations  during 1996. The Special Value Sub-Account was called Managed Assets
prior to October 1, 1997.
    
         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     Special    Zero Coupon      Quality
                          Market       Value        2000           Bond         Small Cap
    
                        Sub-Account    Sub-Account     Sub-Account    Sub-Account    Sub-Account
   
                    (Inception 1/4/93)(Inception 1/4/93)(Inception 1/4/93)(Inception 1/4/93)                    (Inception 1/4/93)
    
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   3,654,791.776  287,4509.768     206,103.348    255,350.340    254,839.860

</TABLE>
<TABLE>
<CAPTION>

                            Capital Appreciation  Stock Index  Socially Responsible
                                 Sub-Account      Sub-Account       Sub-Account
                                 (Inception-      (Inception-       (Inception-
                                  April 5,         January 4        October 7,
                                    1993)            1993)             1993)
Accumulation Unit Value at
<S>                                <C>              <C>               <C>   
   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>
<TABLE>
<CAPTION>



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

   
                             Money   Special  Zero Coupon    Quality
                            Market     Value      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>


                                                            16

<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
<S>                         <C>              <C>                <C>              <C>                <C>    
    at Beginning of Period  $13.160          $16.521            $13.326          $12.177            $12.247
Accumulation Unit Value
    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          Special     Zero Coupon         Quality
                          Market            Value         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



                                                                                                    International
                     Capital Appreciation   Stock Index Socially Responsible    Growth and Income      Equity
                          Sub-Account       Sub-Account      Sub-Account           Sub-Account       Sub-Account
Accumulation Unit Value
    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




                                               Year Ending December 31, 1996
                     ---------------------------------------------------------------------------------

   
                           Money          Special     Zero Coupon         Quality
                          Market            Value         2000              Bond           Small Cap
    
                        Sub-Account         Sub-Account      Sub-Account       Sub-Account      Sub-Account
Accumulation Unit Value
    at Beginning of Period  $1.093           $12.292           $14.740          $13.908             $51.121
Accumulation Unit Value
    at End of Period      $1.132              $11.682          $14.911           $14.142          $58.773
Number of Accumulation
    Units Outstanding
    at End of Period  38,983,053.941       1,232,530.711    1,320,168.687     3,072,774.847    2,736,720.675

</TABLE>


                                                            17

<PAGE>

<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  $17.610           $22.172          $17.752               $19.426           $12.964
Accumulation Unit Value
    at End of Period        $21.802           $26.791          $21.221               $23.131           $14.267
Number of Accumulation
    Units Outstanding
    at End of Period     3,665,146.389     2,030,280.057     708,680.320          6,332,649.215     1,480,395.223


                       International Value   Disciplined Stock  Small Company Stock
                            Sub-Account         Sub-Account         Sub-Account
                        (Inception 5/1/96)  (Inception 5/1/96)  (Inception 5/1/96)
Accumulation Unit Value
    at Beginning of Period    $10.00              $10.00              $10.00
Accumulation Unit Value
    at End of Period          $10.244             $11.776             $10.772
Number of Accumulation
    Units Outstanding
    at End of Period        23,868.491          618,809.191         543,949.419
</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.

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

                                                            18

<PAGE>



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  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 safety or 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

                                                            19

<PAGE>



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 investment
performance  of  Transamerica's  general  account  assets or any other  separate
account maintained by Transamerica.
   
         The Variable Account has fifteen Sub-Accounts, each of which invests 
solely in a specific corresponding Portfolio. (See "The Funds" below.) Changes 
to the Sub-Accounts may be made at the discretion of Transamerica. (See 
"Addition, Deletion, or Substitution" page 22.)  
    

THE FUNDS
         The Variable Account invests  exclusively in Series of Dreyfus Variable
Investment  Fund (the  "Variable  Fund"),  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,  thirteen  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. 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. Special Value Portfolio
         The Special Value 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  at the annual rate of 0.75% of 1% 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 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

                                                            20

<PAGE>



   
the value of the Portfolio's average daily net assets.  The Special Value
 Portfolio was called Managed Assets prior to October 1, 1997.
    
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
$1.5 billion 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. 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. Balanced Portfolio
         The Balanced Portfolio's  investment objective is to provide investment
results that are greater than the total return  performance of common stocks and
bonds  in the  aggregate,  as  represented  by a  hybrid  index  60% of which is
composed of the common stocks in the Standard & Poor's 500 Composite Stock Price
Index  and  40% of  which  is  composed  of the  bonds  in the  Lehman  Brothers
Intermediate  Government/Corporate  Bond Index. This Portfolio invests primarily
in common stocks

                                                            21

<PAGE>



and bonds in proportion consistent with their expected returns and risks as 
determined by The Dreyfus Corporation.  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.
Limited Term High Income Portfolio
         The Limited  Term High Income  Portfolio's  investment  objective is to
maximize total return,  consisting of capital  appreciation  and current income.
This  Portfolio  seeks to achieve its  objective  by  investing up to all of its
assets in a portfolio of lower rated fixed-income securities,  commonly known as
"junk bonds" that, under normal market conditions,  has an effective duration of
three and one-half years or less and an effective average portfolio  maturity of
four years or less.  Investments  of this type are subject to a greater  risk of
loss of principal and non-payment of interest. Investors should carefully assess
the risks  associated  with an  investment  in the  Portfolio  (those  risks are
described in the Portfolio's Prospectus).  An investment advisory fee is payable
monthly to The  Dreyfus  Corporation  at the  annual  rate of 0.65% 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  Associates  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.
         Transamerica   receives  fees  from  The  Dreyfus  Corporation  or  its
affiliates for providing certain administrative and or other services.
         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 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

                                                            22

<PAGE>



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.

The 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.
   
         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.
    


                                                            23

<PAGE>



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
         Except in certain circumstances, an interest adjustment will be made to
 any amount withdrawn or transferred 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  ON  THE  AMOUNT  WITHDRAWN  OR
TRANSFERRED.
         Exceptions to the interest adjustment include :  1) amounts withdrawn 
within 30 days before the Expiration Date of
the Guarantee Period; 2) amounts withdrawn from a Guarantee Period serving as 
the Source Account, if available, for Dollar
Cost Averaging transfers (see "Dollar Cost Averaging", page 28); and 3) amounts 
paid as part of a Death Benefit (see "Death
Benefit" page 30).  A Contingent Deferred Sales Load may apply to withdrawals
made at the end of a Guarantee Period even
if there is no interest adjustment made.
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.
         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

                                                            24

<PAGE>



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  and whose  initial  Purchase  Payment is a rollover  from a qualified
retirement plan. With Transamerica's prior permission, the Contracts may also be
available as  contributory  IRAs,  as Section  403(b)  annuities  and for use in
qualified pension and profit sharing plans  established by corporate  employers.
Generally,  Qualified Contracts contain certain restrictive  provisions limiting
the  timing and  amount of  payments  to 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 certain Qualified
Contracts.
    
         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.

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  generally be at
least $5,000.  Only upon its grant of prior permission will Transamerica  accept
lower initial Purchase Payments for certain Qualified Contracts.
         The Contract will be issued and the Net Purchase  Payment  derived from
the Initial  Purchase Payment will generally be accepted and credited within two
business  days after the later of receipt of sufficient  information  to issue a
Contract and 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
certain 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,  including for some ages
of Owners in some states,  and in all states for IRAs,  Transamerica will refund
the greater of the  Purchase  Payments or Account  Value of the date the written
notice and the Contract  are  received by  Transamerica.  In other  states,  the
Purchase Payments  allocated to the Fixed Account plus the Variable  Accumulated
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 25).
Additional Net Purchase Payments are credited to the Contract as of the date the
payment is received.  Currently,  additional purchase payments after the initial
purchase payment may not be made to Section 403(b) annuity contracts.
    
         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 how Purchase  Payments will be allocated under the
Contract. The Owner may allocate the Net Purchase Payments 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 allocation to any Inactive  Sub-Account is subject to a minimum of $500;
the  initial  allocation  to a new  Guarantee  Period is subject to a minimum of
$1,000. The Owner may choose to allocate nothing to a

                                                            25

<PAGE>



particular Sub-Account or Guarantee Period.
         With regard to the allocation of Purchase Payments during the Free Look
Period  for any  portion of the Net  Purchase  Payments  allocated  to the Fixed
Account,  the amounts  specified by the Contract  Owner will be allocated to the
Guarantee  Period(s)  specified by the Contract  Owner.  With regard to Purchase
Payments  allocated  to the  Variable  Account,  in most  situations  where  the
Purchase Payment allocated to the Fixed Account plus Variable Accumulation Value
will be  refunded  upon  exercise  of the  Free  Look  right,  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. In most situations where the greater of Purchase Payments
or Account  Value will be refunded  on exercise of the Free Look right,  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  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. This initial allocation after the
Free  Look  Period  from the  Money  Market  Sub-Account  to the  Sub-Account(s)
selected  by the Owner  does not count  toward  the  limit of 18  transfers  per
Contract Year.
         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 an allocation of an additional  Net Purchase  Payment is directed to
an Inactive Sub-Account of the Variable Account,  then the amount allocated must
be at least $500.  If an allocation  of an  additional  Net Purchase  Payment is
directed  to a new  Guaranteed  Period of the  Fixed  Account,  then the  amount
allocated must be at least $1000.

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 Systematic  Withdrawal
Option fees; and less (h) any withdrawals from the Sub-Accounts less any premium
tax applicable to those withdrawals.
         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

                                                            26

<PAGE>



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.
         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.  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 $500; 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 Portfolios.
    
         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  generally  be  subject  to  an  interest
adjustment.  (See "The  Fixed  Account"  page 23.) 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 $500, 
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. 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

                                                            27

<PAGE>



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(s); facsimile transfer requests may
not be allowed. Dollar Cost Averaging
   
         Prior to the  Annuity  Date,  the Owner may  request  that  amounts  be
automatically  transferred  from one (and  only one) of the  Sub-Accounts  which
invest in the Money Market,  Quality Bond or Limited Term High Income Portfolios
(the "Source Account"),  to any of the Sub-Accounts of the Variable Account on a
monthly basis by submitting a request to the Service Center in a form and manner
acceptable to  Transamerica.  Transfers  may be allowed from Source  Accounts in
addition to the Money Market and Quality Bond  Sub-Accounts  and may include the
shortest Guarantee Period of the Fixed Account;  call the Service Center for the
availability of other Source Account options. The transfers will begin the month
following,  but no sooner  than one week  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 (1) terminated by the Owner,
(2) Transamerica has provided for a longer term, (3) automatically terminated by
Transamerica  because there are insufficient funds in the Source Account, or (4)
for other  reasons  as set forth in the  Contract.  The Owner may  request  that
monthly transfers be continued for a term then available 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 last transfer.
    
         In order to be eligible for Dollar Cost Averaging,  the Owner must meet
the following  conditions:  (1) the value of the Source Account must be at least
$5,000; (2) the minimum amount that can be transferred out of the Source 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 Source 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
allowed  without  charge or the limit of 18 transfers per Contract  Year.  There
will be no interest  adjustments  on Dollar Cost  Averaging  transfers  from the
Fixed Account, if allowed as a Source Account by Transamerica.
         Dollar Cost Averaging transfers may not be made to the Fixed Account.
Automatic Asset Rebalancing
         After  Purchase   Payments  have  been  allocated  among  the  variable
Sub-Accounts,  the performance of each Sub- Account may cause this allocation to
change.  The Owner may instruct  Transamerica  to  automatically  rebalance  the
amounts in the Variable  Accumulated  Value by  reallocating  amounts  among the
variable  Sub-Accounts,  at the time, and in the  percentages,  specified in the
Owner  instructions to Transamerica and accepted by Transamerica.  The Owner may
elect to have the rebalancing done on an annual, semi-annual or quarterly basis.
The Owner may elect to have amounts allocated among the Sub-Accounts using whole
percentages, with a minimum of 10% allocated to each Sub-Account.
         The Owner may elect to  establish,  change or terminate  the  Automatic
Asset  Rebalancing  by submitting a request to the Service  Center in a form and
manner  acceptable to Transamerica.  Automatic Asset  Rebalancing will not count
towards the limit of 18  transfers  in a Contract  Year.  There is  currently no
charge for the Automatic Asset Rebalancing,  however,  Transamerica reserves the
right to charge a nominal  amount for this  feature.  Transamerica  reserves the
right to  discontinue  offering  Automatic  Asset  Rebalancing  any time for any
reason. 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 request to the
Service Center in a form  acceptable to  Transamerica,  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 then  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


                                                            28

<PAGE>



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(s)  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. No
Withdrawals  may be made after the Annuity Date. The amount payable to the Owner
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.
         Partial  withdrawals  must be at least $500.  In some states,  only one
partial  withdrawal will be permitted while the Systematic  Withdrawal Option is
in effect. In other states,  no partial  withdrawals will be permitted while the
Systematic Withdrawal Option is in effect.
         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 $500,  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 $500.  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.
         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.
         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 31).
         Withdrawals may be taxable transactions. The Code requires Transamerica
to withhold  federal income tax from  withdrawals.  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
currently 10% 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 38.)
         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 generally be subject to an interest  adjustment.
(See "Interest Adjustment" 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 23.)
         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.

                                                            29

<PAGE>



         An Owner may elect, under the Systematic Withdrawal Option or Automatic
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)  of  the  Variable  Account  on  a  monthly  basis.  (Other
distribution  modes may be permitted.) The  withdrawals  will commence the month
following,  but no sooner than one week  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 Account Value
must be at least  $12,000 at the time of election.  The minimum  monthly  amount
that can be withdrawn is $100. 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 38.)
         The systematic 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.  In some  states,  no  partial  withdrawal  may be made  while  the
Systematic  Withdrawal  Option  is in effect  and any  partial  withdrawal  will
automatically terminate the Systematic Withdrawal Option and any portion of such
partial  withdrawal,  which exceeds the Allowed Amount for withdrawals after the
first  withdrawal  in a Contract  Year will be subject to a Contingent  Deferred
Sales Load (see page 40). In other states,  only one partial  withdrawal  can be
made  while the  Systematic  Withdrawal  Option  is in effect  and more than one
partial withdrawal while this option is in effect will  automatically  terminate
the Systematic  Withdrawal  Option and the amounts taken as the first and second
partial  withdrawals  which exceed the Allowed Amount for withdrawals  after the
first  withdrawal in a Contract Year,  will be subject to a Contingent  Deferred
Sales Load (see page 32).
         Transamerica  reserves  the right to impose an annual  fee of an amount
not to exceed $25 per Contract year 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.  Consult your tax adviser and,
if applicable, the particular retirement plan, before requesting withdrawals 
from a Qualified Contract.  There may be severe
restrictions with regard to withdrawals from Qualified Contracts.
Automatic Payout Option
         Prior to the Annuity  Date,  the Owner may elect the  Automatic  Payout
Option ("APO") to satisfy minimum  distribution  requirements under the Code for
Qualified  Contracts,  including under Section 408(b)(3) of the Code with regard
to IRA's.  See the Automatic  Payout Option  discussion under Qualified Plans on
page 37.

DEATH BENEFIT

         If an Owner or Annuitant  dies before the Annuity Date, a death benefit
is payable.
         The death  benefit  will be equal to the  greatest  of (1) the  Account
Value,  (2) the greatest  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 premium
taxes applicable to those withdrawals), or (3) the sum of all Purchase Payments,
less  withdrawals and any premium taxes  applicable to those  withdrawals,  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 any  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.  For  Contracts  purchased by any Owner or with an Annuitant  age 75 or
older,  the death benefit  available under option three above will be the sum of
all Purchase  Payments,  less  withdrawals  and any premium taxes  applicable to
these withdrawals.
         The death benefit will be determined as of the end of the Valuation
Period during which the later of (a) Proof of

                                                            30

<PAGE>



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 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.  Where the  Owner is not an  individual,  the death
benefit is generally  payable  upon receipt of Proof of Death of the  Annuitant.
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 38.) 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  and the Owner is an  individual  other  than the  annuitant.
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
Beneficiaries  has terminated,  any benefits payable will be paid to the Owner's
or Owners' 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 upon the death of the  Annuitant  the
Contingent Annuitant will become the Annuitant and no death benefit will be paid
at that time. Death of Owner Prior to the Annuity Date
         If an Owner die before the Annuity  Date, a death  benefit will be paid
to that Owner's  Beneficiary.  If the Contract has Joint Owner's,  the surviving
Joint  Owner  will  be  the  Owner's  Beneficiary.   If  the  surviving  Owner's
Beneficiary is the deceased Owner's spouse,  then that spouse may elect to treat
the  Contract  as his or her own or receive  payment of the Death  Benefit.  The
payment of the death benefit may be subject to certain distribution requirements
under the federal income tax laws. (See "Federal Tax Matters," page 38.)
Death of Annuitant or Owner After the Annuity Date
         If the  Annuitant  or an 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.  If the
Owner is not the  Annuitant,  upon an Owner's  death,  any  remaining  ownership
rights will pass to the Owner's Beneficiary.

CHARGES AND DEDUCTIONS


                                                            31

<PAGE>



         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 or Asset Rebalancing 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
from  the  Account  Value  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                                            Contingent Deferred
Contract Years                                       Sales Load As a
Since Receipt of Each                                Percentage of
Purchase Payment                                              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%

   
         The  Owner  may  make  withdrawals  from  the  Account  Value up to the
"Allowed Amount" (described below) without incurring a Contingent Deferred Sales
Load each Contract Year before the Annuity Date. During the first Contract Year,
the Allowed Amount is equal to accumulation  earnings not previously  withdrawn.
For the first  withdrawal,  and only the first  withdrawal,  in a Contract  Year
after the first Contract Year, the available  Allowed Amount is equal to the sum
of: (a) all Purchase  Payments not  previously  withdrawn  and received at least
seven Contract Years before the date of withdrawal;  plus (b) the greater of (i)
the  accumulated  earnings  not  previously  withdrawn  or (ii) 15% of  Purchase
Payments  received  at least one but less than  seven  complete  Contract  Years
before the date of withdrawal  not reduced to take into account any  withdrawals
deemed to be made from such purchase  payments.  For withdrawals after the first
withdrawal  in a Contract  Year after the first  Contract  Year,  the  available
Allowed Amount is equal to the sum of: (a) all Purchase Payments, not previously
withdrawn and received at least seven complete Contract Years before the date of
withdrawal; plus (b) accumulated earnings not previously withdrawn.  Withdrawals
will  always be made first from  accumulated  earnings,  and then from  Purchase
Payments on a first in first out basis.  Therefore,  accumulation earnings could
be withdrawn as part of the first withdrawal in a Contract Year and,  therefore,
not be available for  withdrawals  made later that Contract  Year. If an Allowed
Amount is not  withdrawn  during a Contract  Year, it does not carry over to the
next Contract Year. However, accumulated earnings, if any, in an Owner's Account
Value are always  available as the Allowed  Amount.  No withdrawals  are allowed
with  regard to  Purchase  Payments  made by a check  which has not  cleared.  A
withdrawal  not  subject to a  Contingent  Deferred  Sales  Load will  generally
receive  an  interest  adjustment  if made from a  Guarantee  Period  before its
expiration (see "Interest Adjustment" page 24).
    
         Some Contract Owners may hold Contracts which, when originally  issued,
provided  for an Allowed  Amount  which was equal to the sum of (1) all Purchase
Payments,  not previously withdrawn and held more then seven Contract Years plus
(2) 10% of  Purchase  Payments  held  between one and seven  Contract  Years not
reduced by any withdrawals made from such

                                                            32

<PAGE>



   
Purchase  Payments.  Under  these  Contracts,  withdrawals  were made first from
Purchase  Payments  (on a first in first  out  basis)  then from  earnings.  The
Allowed  Amount  applicable  to these  Contract  Owners  will be  determined  by
whichever  formula  provides  them with the larger  amount  available,  for full
surrenders only, without a Contingent Deferred Sales Load.
    
         No Contingent Deferred Sales Load will be charged on the Allowed Amount
if a Contract is  surrendered  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.
         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 (30
days for Contracts issued in  Pennsylvania)  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.
   
         Additionally,  in some  states,  the  Contingent  Deferred  Sales  Load
arising  from a withdrawal  or  surrender of the Contract  will be waived if the
Owner is  diagnosed,  after the first  Contract  Year,  with a terminal  illness
reasonably  expected  to  result in death  within  twelve  months.  Proof of the
terminal  illness  must be  received  by the  Service  Center  at the  time  the
withdrawal or surrender request is received. 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 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 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.  The  administrative  charges  do not bear any
relationship to the actual  administrative costs of a particular  Contract.  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. 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

                                                            33

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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 Fees
         Transamerica   currently  does  not  charge  for  transfers   including
Automatic Asset  Rebalancing.  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.
         Currently, no fee is charged for Automatic Asset Rebalancing.  However,
 Transamerica reserves the right to impose
a nominal fee.
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 20.)
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 23.

ANNUITY PAYMENTS


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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 IRAs.  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 made 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
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 38.)
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

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<PAGE>



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 to the Variable
Sub-Accounts will be in the proportion of the Account Value to the 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 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

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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, 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 as long as the survivor 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.  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.

QUALIFIED CONTRACTS
         The   Contracts   may  be  used  to  fund  IRA   rollovers   and,  with
Transamerica's  prior  permission,  to  fund  contributory  IRA's,  for  use  in
connection  with Section 408(b) of the Code. A rollover IRA is one whose initial
Purchase  Payment is from the 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 for the individual  retirement  annuity. A contributory IRA is one
to which initial and  subsequent  Purchase  Payments are subject to  limitations
imposed by the Code.
   
         With  Transamerica's  prior permission,  the Contracts may also be used
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 as Section 403(b)  annuities.  Currently,
additional  Purchase Payments after the initial Purchase Payment may not be made
to Contracts used as Section 403(b) annuities.
    
         The tax rules  applicable to  distribution  from  qualified  retirement
plans,  including  restrictions  on  contributions  and  benefits,  taxation  of
distributions,  any tax  penalties,  vary  according to the type of plan and the
terms and  conditions  of the plan itself.  Various tax  penalties  may apply to
contributions in excess of specified limits,  aggregate  distributions in excess
of  specified  amount,  distributions  prior to age 59 1/2  (subject  to certain
exceptions),  distributions  that  do not  satisfy  specified  requirements  and
certain other  transactions  with subject to qualified plans.  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. If a Contract is purchased to fund
an IRA, the  Annuitant  must also be the Owner.  In addition,  under current tax
law, minimum  distributions from IRA's 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.
Withholding
         A distributee  receiving  withdrawals from certain Qualified  Contracts
may not be entitled  to elect,  not to have income tax  withholding  apply.  The
federal income withholding rate in the case of certain Qualified Contracts,  but
not IRA's, is 20% of the taxable amount of the withdrawal.

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<PAGE>



         Since  the  Qualified   Contracts  offered  by  the  Prospectus,   with
Transamerica's  prior  permission,  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 plan
and the Code for any additional limitations or restrictions on cash withdrawals.
Automatic Payout Option ("APO")
         Prior to the Annuity Date, for Qualified  Contracts only, 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 with
regard to this Contract. 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. APO withdrawals will not
be made from the Fixed Account.
         APO 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.  Withdrawals cannot be made
from a Sub-Account from which Dollar Cost Averaging transfers are being made.
         Payments will be made annually,  and will continue unless terminated by
the  Owner or  automatically  terminated  by  Transamerica  as set  forth in the
Contract. Once terminated, APO may not be elected again.
           If only APO withdrawals  are made, no Contingent  Deferred Sales Load
will apply,  regardless of the "Allowed Amount" (described on page 40). However,
if a partial  withdrawal is taken,  that partial  withdrawal  and any subsequent
withdrawals  that  Contract  Year will be subject  to a CDSL to the extent  they
exceed the "Allowed 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 $12,000 at the time of election;  and (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.
    

         APO  allows  the  required  minimum  distribution  to be paid  from the
Sub-Account(s) of 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.  In which case, if there are amounts in a
Contract's   Account  Value   remaining  in  the  Fixed  Account,   the  minimum
distribution  requirements  with regard to the Account  Value may not be met. If
amounts are  transferred  to Sub- Accounts  from a Guaranteed  Period before its
Expiration Date, an interest adjustment will be made to such amounts.
         If you have more than one qualified  plan subject to the Code's minimum
distribution  requirements,  you must consider all such plans in the calculation
of  your  minimum   distribution   requirement,   but  Transamerica   will  make
calculations  and distribution  with regard to this Contract only.  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.

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

                                                            38

<PAGE>



connection  with  plans   qualifying  for  special  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 special 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.

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  Non-Qualified  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  Contracts  owned by
natural persons.
         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.  The
"investment in the contract" is generally equal to the amount of  non-deductible
Purchase  Payments  made.  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

                                                            39

<PAGE>



         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
survivor  annuity  for the lives or life  expectancies  of the Owner and a Joint
Owner.  Other tax  penalties  may apply to certain  distributions  pursuant to a
Qualified Contract.

         Taxation of Death Benefit Proceeds
         Amounts may be distributed from the Contract because of the death of an
Owner or 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.  Other  rules  relating to  distributions  at death apply to
Qualified  Contracts.  You should  consult  your legal  counsel  and tax adviser
regarding these rules and their impact on Qualified Contracts.
         Required Distributions upon Owner's Death
         Notwithstanding any provision of the Contract or this prospectus to the
contrary,  no payment of benefits  provided  under the Contract  will be allowed
that does not satisfy the requirements of Section 72(s) of the Code.
         Notwithstanding any other provision of the Contract or this prospectus,
if the Owner dies  before the Annuity  Date,  the Death  Benefit  payable to the
Owner's Beneficiary will be distributed as follows:
         (a) the Death Benefit must be completely  distributed within five years
         of the Owner's date of death; or (b) the Owner's Beneficiary may elect,
         within the one year period after the Owner's date of death, to receive
                  the Death Benefit in the form of an annuity from us,  provided
                  that: (1) such annuity is distributed in  substantially  equal
                  installments over the life of such Owner's Beneficiary or over
                  a period  not  extending  beyond the life  expectancy  of such
                  Owner's  Beneficiary;  and (2) such  distributions  begin  not
                  later than one year after the Owner's date of death.
         Notwithstanding  (a) and (b) above, if the sole Owner's  Beneficiary is
the deceased Owner's  surviving spouse,  then such spouse may elect,  within the
one year period after the Owner's date of death,  to continue the contract under
the same terms as before the Owner's  death.  Upon receipt of such election from
the spouse,  in a form and manner  acceptable to us, at our Service Office:  (1)
all rights of the spouse as Owner's  Beneficiary  under the  contract  in effect
prior to such election  will cease;  (2) the spouse will become the Owner of the
contract and will also be treated as the Contingent Annuitant,  if none has been
named and only if the deceased Owner was the  Annuitant;  and (3) all rights and
privileges granted by the Contract or allowed by Transamerica will belong to the
spouse as Owner of the Contract.  This election will be deemed to have been made
by the spouse if such spouse  makes a Purchase  Payment to the Contract or fails
to make a timely election as described in this paragraph.
         If the Owner's Beneficiary is a nonspouse,  the distribution provisions
described in subparagraphs  (a) and (b) above,  will apply even if the Annuitant
and/or  Contingent  Annuitant are alive at the time of the Owner's death. If the
nonspouse  Owner's  Beneficiary is not an  individual,  then only a cash payment
will be paid.
         If no election is received by us from a nonspouse  Owner's  Beneficiary
within the one year period after the Owner's date of death, then we will pay the
Death Benefit to the Owner's  Beneficiary  in a cash payment.  The Death Benefit
will be determined  as of the date we make the cash  payment.  Such cash payment
will be in full settlement of all our liability under the contract.
         If Annuitant  Dies After Annuity  Starts - If the Annuitant  dies after
the annuity starts,  any benefit payable will be distributed at least as rapidly
as under the Annuity Form then in effect.
         If Owner  Dies  After  Annuity  Starts - If the  Owner  dies  after the
annuity starts,  any benefit payable will continue to be distributed at least as
rapidly as under the  Annuity  Form then in effect.  All of the  Owner's  rights
granted  under  the  contract  or  allowed  by  us  will  pass  to  the  Owner's
Beneficiary.
         Joint  Ownership - For  purposes of this  section,  if the contract has
Joint Owners we will  consider the date of death of the first Joint Owner as the
death of the Owner and the  surviving  Joint  Owner will become the Owner of the
Contract.
         Transfers, Assignments, or Exchanges of the Contract
         A transfer of ownership of a Non-Qualified 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.  Certain  Qualified  Contracts
cannot be transferred or assigned.

                                                            40

<PAGE>



         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 as a rollover  IRA.  With
Transamerica's prior permission, the Contract may also be used as a contributory
IRA, as a Section 403(b)  annuity,  and for use in qualified  pension and profit
sharing plans  established by Corporate  employers.  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 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.
         Individual Retirement Annuities
         The  Contract  is  designed  for use  with  IRA  rollovers  and  direct
transfers. 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 certain annual limits,  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.

                                                            41

<PAGE>



         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 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 generally receive compensation of up to 6.25% of any Initial and additional
Purchase  Payments  made  (although  higher  amounts  may  be  paid  in  certain
circumstances). 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

                                                            42

<PAGE>



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.


                                                            43

<PAGE>



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, LLP. 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 for each of the
three years in the period ended December 31, 1996, and the financial  statements
for the  Variable  Account at December  31,  1996,  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 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.


                                                            44

<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>
<CAPTION>

TABLE OF CONTENTS
                                                                                                                    Page

<S>                                                                                                                      <C>
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.......................................................................................5
         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.....................................................................9
FEDERAL TAX MATTERS......................................................................................................11
         Taxation of Transamerica........................................................................................11
         Tax Status of the Contract......................................................................................11
DISTRIBUTION OF THE CONTRACT.............................................................................................12
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...................................................................................13
TRANSAMERICA.............................................................................................................13
   
         General Information and History.................................................................................13
STATE REGULATION.........................................................................................................13
RECORDS AND REPORTS......................................................................................................13
FINANCIAL STATEMENTS.....................................................................................................13
APPENDIX................................................................................................................A-1
         Annuity Transfer Formula.......................................................................................A-1
    

</TABLE>

                                                            45

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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

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                                                       "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



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