SEPARATE ACCOUNT VA-2L OF TRANSAMERICA OCCIDENTAL LIFE INS C, 497, 1999-05-07

SEPARATE ACCOUNT VA-2L OF TRANSAMERICA OCCIDENTAL LIFE INS C
497, 1999-05-07

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PROFILE OF THE
DREYFUS/TRANSAMERICATRIPLE ADVANTAGE(R)VARIABLE AND FIXED ANNUITY
Issued by
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
May 1, 1999

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 20 sub-accounts corresponding to 20 funds ("portfolios") in
the variable account or in the guaranteed periods of the fixed account from us.
You could gain or lose money you invest in the portfolios, but you could also
earn more than investing in the fixed account options. We guarantee 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 we 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 us. 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 explained in
item 10 on page 5 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 20 Portfolios:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Money Market Capital Appreciation International Value Transamerica Growth
Special Value Stock Index Disciplined Stock Core Value
Zero Coupon 2000 Socially Responsible Growth Small Company Stock MidCap Stock
Quality Bond Growth and Income Balanced Founders Growth
Small Cap International Equity Limited Term High Income Founders Passport
</TABLE>

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 we guarantee 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. It costs us money to provide these benefits, so
there are charges in connection with the 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 and a $10 fee for transfers over 18 in one
year. Advisory fees are also deducted by the portfolios' manager, and the
portfolios pay other expenses which, in total, vary from 0. 26% to 2.10% 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 transfer fees 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.
<TABLE>
<CAPTION>

EXAMPLES:
Annual Annual Total Expenses Total Expenses
Portfolio/ Insurance Portfolio Total Annual at end of at end of
Sub-Account Charges Charges Charges One Year Ten Years
- ----------- ------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Money Market 1.40% 0.56% 1.96% $71 $229
Special Value 1.40% 0.83% 2.23% $74 $256
Zero Coupon 2000 1.40% 0.59% 1.99% $71 $232
Quality Bond 1.40% 0.73% 2.13% $73 $246
Small Cap 1.40% 0.77% 2.17% $73 $250
Capital Appreciation 1.40% 0.81% 2.21% $73 $254
Stock Index 1.40% 0.26% 1.66% $68 $197
Socially Responsible 1.40% 0.80% 2.20% $73 $253
Growth and Income 1.40% 0.78% 2.18% $73 $251
International Equity 1.40% 0.99% 2.39% $75 $273
International Value 1.40% 1.29% 2.69% $78 $302
Disciplined Stock 1.40% 0.88% 2.28% $74 $262
Small Company 1.40% 0.98% 2.38% $75 $272

Balanced 1.40% 0.87% 2.27% $74 $261
Limited Term High Income 1.40% 1.09% 2.49% $76 $283
Transamerica Growth 1.40% 2.10% 2.49% $74 $258
CoreValue 1.40% 2.10% 3.50% $75 $274
MidCap Stock 1.40% 1.89% 3.29% $75 $274
Founders Growth 1.40% 1.50% 2.90% $80 $322
Founders Passport 1.40% 1.00% 2.40% $75 $274
</TABLE>

Expense information regarding the portfolios has been provided by the funds. We
have no reason to doubt the accuracy of the information, but have not verified
those figures. In preparing the table above and the examples that follow, we
have relied on the figures provided by the funds. These figures are for the year
ended December 31, 1998. Actual expenses in future years may be higher or lower
than the figures given above.

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 us, 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. After the first 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. Additionally, at
any time you can withdraw accumulated earnings on your purchase payments not
previously withdrawn without a withdrawal charge.

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 you 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.

<PAGE>

CALENDAR YEAR
PORTFOLIO/
SUB-ACCOUNT 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ----------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market(1) 3.59% 3.66% 3.53% 4.21% 3.00% 1.86% 2.71% 4.54% N/A

Special Value(1) 14.02% 21.36% (5.67%) (0.48%) (3.48%) 26.74% (0.41%) 8.99% N/A
Zero Coupon 5.71% 5.45% 1.10% 16.35% (5.41%) 13.52% 7.29% 17.14% 6.28%
2000(1)
Quality Bond(1) 3.96% 7.83% 1.63% 18.91% (6.17%) 13.66% 10.45% 12.47% N/A
Small Cap(1) (4.86%) 15.06% 15.06% 28.84% 4.95% 65.77% 68.98% 156.07% N/A
Capital 28.34% 26.21% 22.71% 32.82% 1.45% N/A N/A N/A N/A
Appreciation(2)
Stock Index(1) 26.37% 31.05% 19.80% 35.92% (0.60%) 7.75% 5.55% 27.98% (6.52%)
Socially 27.52% 26.59% 19.00% 33.67% (0.08%) N/A N/A N/A N/A
Responsible(3)
Growth and 10.19% 14.53% 18.63% 59.58% N/A N/A N/A N/A N/A
Income(4)
International 2.97% 8.02% 9.82% 6.62% N/A N/A N/A N/A N/A
Equity(4)
International 7.16% 7.13% N/A N/A N/A N/A N/A N/A N/A
Value(5)
Disciplined 24.90% 29.62% N/A N/A N/A N/A N/A N/A N/A
Stock(5)
Small Company (7.35%) 20.01% N/A N/A N/A N/A N/A N/A N/A
Stock(5)
Balanced(6) 20.57% N/A N/A N/A N/A N/A N/A N/A N/A
Limited Term (1.17%) N/A N/A N/A N/A N/A N/A N/A N/A
High
Income(6)
Transamerica N/A N/A N/A N/A N/A N/A N/A N/A N/A
Growth(7)
Core Value(7) N/A N/A N/A N/A N/A N/A N/A N/A N/A
MidCap Stock(7) N/A N/A N/A N/A N/A N/A N/A N/A N/A
Founders N/A N/A N/A N/A N/A N/A N/A N/A N/A
Passport(8)
Founders N/A N/A N/A N/A N/A N/A N/A N/A N/A
Growth(8)
(1) Sub-Account Inception 1-4-93 (4) Sub-Account Inception 12-15-94 (7) Sub-Account Inception 5-1-98
(2) Sub-Account Inception 4-5-93 (5) Sub-Account Inception 5-1-96 (8) Sub-Account Inception 5-1-99
(3) Sub-Account Inception 10-7-93 (6) Sub-Account Inception 5-1-97
</TABLE>

Data is for full years only. The Transamerica Growth, Core Value, MidCap Stock,
Founders Growth and Founders Portfolios were not in operation for all of 1998,
therefore no performance is reported for these Portfolios/Sub-Accounts.

9. Death Benefit. If you or the annuitant die during the accumulation phase, the
beneficiary is guaranteed by us 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 the most
recent 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 us 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
us to periodically automatically rebalance the amounts in the sub-accounts by
reallocating amounts among them.

SYSTEMATIC WITHDRAWAL OPTION. You can arrange to have us 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 certain qualified contracts (for
example: a non-Roth 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

<PAGE>

PROSPECTUS FOR THE

Dreyfus/Transamerica Triple Advantage(R) Variable Annuity
A Flexible Purchase Payment Deferred Variable Annuity

Issued By

Transamerica Occidental Life Insurance Company

Offering 20 Sub-Accounts within the Variable Account
Designated as Separate Account VA-2L

In Addition to:

A Fixed Account
<TABLE>
<CAPTION>

<S> <C> <C>
Variable Account Options
This prospectus contains
information you should Money Market
know before investing. Special Value
Zero Coupon 2000
Quality Bond
Please keep this prospectus Small Cap
for future reference. Capital Appreciation
Stock Index
You can obtain more information about the Growth and Income
contract by requesting a copy of the International Equity
Statement of Additional Information or SAI International Value
dated May 1, 1999. The SAI is available free Disciplined Stock
by writing to Transamerica Small Company Stock
Occidental Life Insurance Company, Annuity Balanced
Service Center, Limited Term High Income
P.O. Box 31848, Core Value
Charlotte, NC 28231-1848 or MidCap Stock
by calling 800-258-4260. Founders Growth
Founders Passport
The current SAI has been filed with the Portfolios of Dreyfus Variable Investment Fund
Securities and Exchange Commission and is Dreyfus Stock Index Fund
incorporated by reference into this The Dreyfus Socially Responsible Growth Fund, Inc.
prospectus. The table of contents of the SAI Growth Portfolio of Transamerica Variable Insurance
is included on page 52 of this prospectus. Fund, Inc.
</TABLE>

The SEC's web site is

http://www.sec.gov.

Transamerica's web site is
http://www.transamerica.com

Neither the SEC nor any state securities commission has approved this investment
offering or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

May 1, 1999

<PAGE>

TABLE OF CONTENTS Page
SUMMARY 4
PERFORMANCE DATA 13
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
AND THE VARIABLE ACCOUNT 15
Transamerica Occidental Life Insurance Company 15
Published Ratings 15
Insurance Marketplace Standards Association 15
The Variable Account 15
THE FUNDS 16
Addition, Deletion or Substitution 21
THE FIXED ACCOUNT 21
THE CONTRACT 23
CONTRACT APPLICATION AND PREMIUMS 24
Purchase Payments 24
Allocation of Purchase Payments 25
Investment Option Limit 25
ACCOUNT VALUE 25
TRANSFERS 27
Before the Annuity Date 27
Possible Restrictions 28
Dollar Cost Averaging 28
Special Dollar Cost Averaging Option 29
Automatic Asset Rebalancing 29
After the Annuity Date 29
CASH WITHDRAWALS 29
Withdrawals 29
Systematic Withdrawal Option 31
Automatic Payout Option 32
DEATH BENEFIT 32
Payment of Death Benefit 32
Designation of Beneficiaries 33
Death of Annuitant Before the Annuity Date 33
Death of Owner Before the Annuity Date 33
Death of Annuitant or Owner After the Annuity Date 33
CHARGES AND DEDUCTIONS 33
Contingent Deferred Sales Load/Surrender Charge 34
Administrative Charges 35
Mortality and Expense Risk Charge 36
Premium Taxes 37
Transfer Fee 37
Systematic Withdrawal Option 37
Automatic Asset Rebalancing Option 37
Taxes 37
Portfolio Expenses 37
Sales in Special Situations 37
DISTRIBUTION OF THE CONTRACT 38
ANNUITY PAYMENT 38
Annuity Date 38
Annuity Payment 39
Election of Annuity Forms and Payment Options 39
Annuity Payment Options 39
Fixed Annuity Payment Option 40
Variable Annuity Payment Option 40
Annuity Forms 40
Alternate Fixed Annuity Rates 42
QUALIFIED CONTRACTS 42
Automatic Payout Option 42
Restrictions under 403(b) Programs 43
FEDERAL TAX MATTERS 43
Introduction 43
Purchase Payments 44
Taxation of Annuities 44
Qualified Contracts 47
Possible Change in Taxation 49
Other Tax Consequences 49
YEAR 2000 ISSUE 50
LEGAL PROCEEDINGS 50
LEGAL MATTERS 50
ACCOUNTANT AND FINANCIAL STATEMENTS 50
VOTING RIGHTS 50
AVAILABLE INFORMATION 51
STATEMENT OF ADDITIONAL INFORMATION - Table of Contents 52
APPENDIX A 53
Example of Variable Accumulation Unit Value Calculations 53
Example of Variable Annuity Unit Value Calculations 53
Example of Variable Annuity Payment Calculations 53
APPENDIX B 54
Condensed Financial Information 57
APPENDIX C 58
Definitions 58
APPENDIX D 61
Disclosure Statement for Individual Retirement Annuities 61

SUMMARY

You will find a list of definitions of the terms used in this prospectus in
Appendix B on page 54.

The Contract

We designed the flexible premium deferred variable annuity, the contract
described in this prospectus, to aid individuals in long-term financial planning
for retirement or other purposes. You may use the contract:

* with non-qualified plans;

* as an individual retirement annuity that qualifies for special tax treatment
under Code Section 408 and whose initial purchase payment is a rollover or
transfer from a qualified retirement plan receiving special tax treatment under
Code Sections 401(a), 403(b) and 408, a rollover IRA; or

* as an individual retirement annuity that qualifies for special tax treatment
under Code Section 408A and whose initial purchase payment is a rollover,
transfer or conversion from other individual retirement plans issued under
Sections 408 or 408A of the Code, a rollover Roth IRA.

Additionally, with Transamerica's prior approval, you may use the contract:

* as an IRA or Roth IRA whose initial purchase payment is limited to the
contribution limitations of the Code with respect to contributory IRAs or
contributory Roth IRAs under Code Sections 408 or 408A;

* as an annuity under Code Section 403(b); and

* with various types of qualified pension and profit-sharing plans under Code
Section 401(a).

Variable Account Fee Table

The purpose of the following table is to help you understand the various costs
and expenses that you, as 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 certificate 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 33 of this prospectus, and with
the funds' prospectuses. In addition to the expenses listed below, premium taxes
may be applicable.

Contract Transaction Expenses(1)

Sales Charge Imposed on Purchase Payments 0
Maximum Contingent Deferred Sales Load(2) 6%

Range of Contingent Deferred Sales Load Over Time

Contract Years Since Contingent Deferred
Premiums Receipt Sales Load
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%
<TABLE>
<CAPTION>

Other Contract Expenses

<S> <C> <C> <C>
Transfer Fee (first 18 per Contract Year)(3) 0
Systematic Withdrawal Fee 0
Contract Fee(4) $30

Variable Account Annual Expenses(1)

Mortality and Expense Risk Charges 1.25%
Administrative Expense Charge(5) 0.15%
Other Fees and Expenses of the Variable Account 0.00%
Total Variable Account Annual Expenses 1.40%

</TABLE>

Portfolio Annual Expenses
(as a percentage of assets after fee waiver and/or expense reimbursement)(6)
<TABLE>
<CAPTION>

- ------------------------------------------ -------------- ---------------- --------------------
Management Other Total Portfolio
Portfolios Fee Expenses Annual Expense
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
<S> <C> <C> <C>
Money Market 0.50% 0.06% 0.56%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Special Value 0.75% 0.08% 0.83%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Zero Coupon 2000 0.45% 0.14% 0.59%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Quality Bond 0.65% 0.08% 0.73%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Small Cap 0.75% 0.02% 0.77%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Capital Appreciation 0.75% 0.06% 0.81%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Stock Index Fund 0.25% 0.01% 0.26%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Socially Responsible Growth Fund 0.75% 0.05% 0.80%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Growth and Income 0.75% 0.03% 0.78%
- ------------------------------------------ -------------- ---------------- --------------------
International Equity 0.75% 0.24% 0.99%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
International Value 1.00% 0.29% 1.29%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Disciplined Stock 0.75% 0.13% 0.88%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Small Company Stock 0.75% 0.23% 0.98%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Balanced 0.75% 0.12% 0.87%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Limited Term High Income 0.65% 0.44% 1.09%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Transamerica Growth 0.75% 0.10% 0.85%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Core Value 0.75% 0.25% 1.00%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
MidCap Stock 0.75% 0.25% 1.00%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Founders Growth 0.75% 0.25% 1.00%
- ------------------------------------------ -------------- ---------------- --------------------
- ------------------------------------------ -------------- ---------------- --------------------
Founders Passport 1.00% 0.50% 1.50%
- ------------------------------------------ -------------- ---------------- --------------------
</TABLE>

Notes to Fee Table:

1. The contract transaction expenses apply to each contract, regardless of how
the contract value is allocated between the variable account and the fixed
account. The variable account annual expenses do not apply to the fixed
account.

2. You may withdraw a portion of the purchase payments each year after the
first contract year without any contingent deferred sales load, or CDSL.
After we have held a premium for seven contract years, you may withdraw the
remaining premium payments without any contingent deferred sales load. You
may always withdraw accumulated earnings without a CDSL.

3. We may charge a transfer fee equal to the lesser of $10 or 2% of the amount
transferred for each transfer in excess of 18 in a contract year. We may
also charge a fee of up to $25 per year if you elect the systematic
withdrawal option.

4. The current annual certificate fee per contract year is the lesser of $30
or 2% of the contract value. We may change the fee annually, but it will
not exceed the lesser of $60, or 2% of the contract value.

5. The current annual administrative expense charge is 0.15%. We may increase it
to 0.25%.

6. From time to time, each portfolio's investment adviser, in its sole
discretion, may waive all or part of its fees and/or voluntarily assume
certain portfolio expenses. The expenses shown in the above portfolio
annual expenses table reflect the portfolio's adviser's waiver of fees or
reimbursement of expenses, if applicable, for calendar year 1998. Without
such waivers or reimbursements, the management fee, other expenses and
total portfolio annual expenses for 1998 would have been, as a percentage
of assets, 0.75%, 0.21% and 0.96% for Transamerica Growth Fund; 0.75%,
1.35% and 2.10% for Core Value, 0.75%, 1.14% and 1.89% foro MidCap Stock;
0.75%, 1.45% and 2.20% for Founders Growth and 1.00%, 1.67% and 2.67% for
Founders Passport Portfolios.

Examples*

The following three examples reflect no account fee deduction because the
approximate average account value is more than $50,000. The account fee is
waived for account values over $50,000. The examples assume that the entire
account value is allocated to the variable account.

These examples all assume that no transfer fees, systematic withdrawal fee or
premium tax have been assessed. Premium taxes may be applicable. See Premium
Taxes on page 37.

These examples show expenses without reflecting fee waivers and reimbursements
for 1998.
<TABLE>
<CAPTION>

Example 1

If you surrender the certificate at the end of the applicable time period, you
would pay the following expenses on a $1,000 initial premium assuming a 5%
annual return on assets:

Variable Sub-Accounts 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Money Market $71 $104 $140 $229
Special Value $74 $112 $153 $256
Zero Coupon 2000 $71 $105 $141 $232
Quality Bond $73 $109 $148 $246
Small Capital $73 $110 $150 $250
Capital Appreciation $73 $112 $152 $254
Stock Index $68 $95 $124 $197
Socially Responsible Growth $73 $111 $152 $253
Growth and Income $73 $111 $151 $251
International Equity $75 $117 $162 $273
International Value $78 $126 $176 $302
Disciplined Stock $74 $114 $156 $262
Small Company Stock $75 $117 $161 $272
Balanced Fund $74 $113 $156 $261
Limited Term High Income $76 $120 $167 $283
Transamerica Growth Fund $74 $113 $154 $258
Core Value $75 $117 $162 $274
MidCap Stock $75 $117 $162 $274
Founders Growth $75 $117 $162 $274
Founders Passport $80 $132 $187 $322

<PAGE>

Example 2

If you do not surrender and you do not annuitize the certificate, you would pay
the following expenses on a $1,000 initial premium assuming a 5% annual return
on assets:

Variable Sub-Accounts 1 Year 3 Years 5 Years 10 Years
Money Market $20 $62 $106 $229
Special Value $23 $70 $119 $256
Zero Coupon 2000 $20 $62 $107 $232
Quality Bond $22 $67 $114 $246
Small Capital $22 $68 $116 $250
Capital Appreciation $22 $69 $118 $254
Stock Index $17 $52 $90 $197
Socially Responsible Growth $22 $69 $118 $253
Growth and Income $22 $68 $117 $251
International Equity $24 $75 $128 $273
International Value $27 $84 $142 $302
Disciplined Stock $23 $71 $122 $262
Small Company Stock $24 $74 $127 $272
Balanced Fund $23 $71 $122 $261
Limited Term High Income $25 $78 $133 $283
Transamerica Growth Fund $23 $70 $120 $258
Core Value $24 $75 $128 $274
MidCap Stock $24 $75 $128 $274
Founders Growth $24 $75 $128 $274
Founders Passport $29 $90 $153 $322

Example 3

If you elect to annuitize at the end of the applicable period under an annuity
form with life contingencies,** you would pay the following expenses on a $1,000
initial premium assuming a 5% annual return on assets:

Variable Sub-Accounts 1 Year 3 Years 5 Years 10 Years
Money Market $71 $62 $106 $229
Special Value $74 $70 $119 $256
Zero Coupon 2000 $71 $62 $107 $232
Quality Bond $73 $67 $114 $246
Small Capital $73 $68 $116 $250
Capital Appreciation $73 $69 $118 $254
Stock Index $68 $52 $90 $197
Socially Responsible. Growth $73 $69 $118 $253
Growth and Income $73 $68 $117 $251
International Equity $75 $75 $128 $273
International Value $78 $84 $142 $302
Disciplined Stock $74 $71 $122 $262
Small Company Stock $75 $74 $127 $272
Balanced Fund $74 $71 $122 $261
Limited Term High Income $76 $78 $133 $283
Transamerica Growth Fund $74 $70 $120 $258
Core Value $75 $75 $128 $274
MidCap Stock $75 $75 $128 $274
Founders Growth $75 $75 $128 $274
Founders Passport $80 $90 $153 $322
</TABLE>

*In preparing the examples above, we have relied on the data provided by the
funds. We have no reason to doubt the accuracy of that information. However,
we have not verified those figures.

**For annuitization under a form that does not include life contingencies, a
contingent deferred sales load may apply.

You should not consider these examples to represent past or future expenses.
Actual expenses paid may be greater or less than those shown, subject to the
guarantees in the certificate. 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.

Condensed Financial Information

You will find condensed financial information on each sub-account in Appendix C
on page 58. You will find the full financial statements and reports of
independent auditors for the variable account in the Statement of Additional
Information.

The Issuer

The contract is issued by Transamerica Occidental Life Insurance Company,
Transamerica, a stock life insurance company incorporate under the Laws of
California on June 30, 1906. Transamerica is a wholly-owned subsidiary of
Transamerica Insurance Corporation of California, which in turn is a direct
subsidiary of Transamerica Corporation. Our principal office is at 1150 South
Olive Street, Los Angeles, California 90015, telephone 213-742-2111.

On February 18, 1999, Transamerica Corporation announced that it had signed a
merger agreement with AEGON N.V., one of the world's leading international
insurance groups, providing for AEGON's acquisition of all of Transamerica's
outstanding common stock for a combination of cash and AEGON stock worth $9.7
billion. The closing of the transaction is expected to occur during the summer
of 1999.

We will issue the contract as a certificate under a group annuity contract in
some states and as an individual annuity contract in other states. This contract
is not available in all states.

This prospectus does not offer the sub-accounts or the fixed account in any
jurisdiction where they are not allowed to be sold. We do not authorize any
dealer, salesperson or other person to give information or make representations
not contained in this prospectus. You should not rely on any information or
representation that is not in this prospectus.

Account Value

We will establish and maintain an account for each individual annuity contract
and for each certificate issued under a group contract. You, as owner, will
receive either an individual annuity contract, or a certificate evidencing your
coverage under a group annuity contract.

Before the annuity date, the account value will depend on the investment
experience of each sub-account of the variable account you select. This does not
apply to the fixed account. 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, before the annuity date you,
as the owner, bear the entire investment risk for amounts you allocate 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.

Initial Purchase Payment

The initial purchase payment for each contract must generally be at least
$5,000. We will waive this minimum if the contract is sold as a qualified
contract to certain retirement plans. Generally, each additional purchase
payment must be at least $500. We will waive this minimum if you select an
automatic payment plan. In no event, however, may the total of all purchase
payments under a contract exceed $1,000,000 without our prior approval. The
minimum net purchase payment that you may allocate to a sub-account with no
current allocations is $500. The minimum amount that you can allocate to a new
guarantee period is $1,000. See Contract Application and Purchase Payments on
page 24.

The Variable Account

The variable account is a separate account, designated as Separate Account
VA-2L, divided into sub-accounts. 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 or portfolio of the
following funds:

* Dreyfus Variable Investment Fund;

* Dreyfus Investment Portfolios;

* Growth Portfolio of Transamerica Variable Insurance Fund, Inc.;

* Dreyfus Stock Index Fund; or

* The Dreyfus Socially Responsible Growth Fund, Inc.

The Sub-Accounts

The following 20 sub-accounts are currently available for investment in the
variable account:

* Money Market
* Special Value
* Zero Coupon 2000
* Quality Bond
* Small Cap
* Capital Appreciation
* Stock Index
* Socially Responsible Growth * Growth and Income * International Equity *
International Value * Disciplined Stock * Small Company Stock * Balanced *
Limited Term High Income * Transamerica Growth * Core Value * MidCap Stock *
Founders Growth * Founders Passport
Each portfolio has distinct investment objectives and policies. These
are described in the accompanying prospectuses for the funds. The funds pay
their investment adviser and administrators certain fees charged against the
assets of each portfolio. The account value, if any, and the amount of any
variable annuity payments will vary to reflect the investment performance of all
of the sub-accounts you select and the deduction of the charges. See Charges and
Deductions on 33.

Each portfolio has distinct investment objectives and policies, which are
described in the accompanying prospectuses for the funds. See Charges and
Deductions on page 33. For more information about the funds see The Funds on
page 16 and the accompanying funds' prospectuses.

The Fixed Account

Each amount you initially allocate or transfer to the fixed account will
establish a new guarantee period. Each guarantee period will have its own
guaranteed interest rate with its own expiration date. The minimum interest rate
will be 3% per year. You must allocate at least $1,000 to a new guarantee
period. If you withdraw or transfer amounts from a guarantee period before its
expiration date, you will generally be subject to an interest adjustment. This
will reduce the interest credited to the amount withdrawn to 3%, which is the
minimum annual rate.

Investment Option Limit

Currently, you may not elect more than a total of eighteen investment
options over the life of the contract. Investment options include each
sub-account of the variable account and each guaranteed period of the fixed
account.

Transfers Before the Annuity Date

Before the annuity date, you may make transfers among the sub-accounts
and the guarantee periods of the fixed account. A "transfer" is the reallocation
of amounts between the guaranteed periods of the fixed account and the
sub-accounts, among the guarantee periods of the fixed account, and among
sub-accounts.

We charge a fee equal to the lesser of $10 or 2% of the transfer amount for each
transfer in excess of 18 per contract year. Transfers under certain programs,
such as Dollar Cost Averaging, will not count towards the 18 free transfers per
contract year. If you transfer amounts from a guarantee period before its
expiration date, it will generally be subject to an interest adjustment. This
will reduce the interest credited to 3%, the minimum annual rate.

Withdrawals

You may withdraw all or part of the cash surrender value on or before the
annuity date. However, amounts you withdraw may be subject to a contingent
deferred sales load, depending on how long the withdrawn purchase payments have
been held under the contract. Amounts you withdraw may be subject to a premium
tax or similar tax, depending upon the state in which the you live. Withdrawals
may further be subject to any federal, state or local income tax, and a penalty
tax. Withdrawals from qualified contracts may be subject to severe restrictions.
Except for IRAs and Roth IRAs, qualified contracts are sold only with our prior
approval. We will generally deduct the annual account fee on a full surrender of
a contract. We will allow only one, and in some states no, partial withdrawal
while the systematic withdrawal option is in effect. If you transfer amounts
from a guarantee period before its expiration date, it will generally be subject
to an interest adjustment. This will reduce the interest credited to 3%, the
minimum annual rate. See Cash Withdrawals on page 29.

The Contingent Deferred Sales Load/
Surrender Charge

We do not deduct a sales charge from purchase payments, although we may deduct
premium taxes.

However, if any part of the account value is withdrawn, we may assess a
contingent deferred sales load/surrender charge of up to 6% of purchase payments
withdrawn to cover certain expenses relating to the sale of the contracts,
including commissions to registered representatives and other promotional
expenses. We guarantee that the total contingent deferred sales load will never
exceed 6% of the purchase payments.

After we have held a purchase payment for seven contract years, you, as the
owner, may withdraw the remaining purchase payment without a contingent deferred
sales load/surrender charge. You may make withdrawals each contract year before
the annuity date up to the allowed amount described below without incurring a
contingent deferred sales load.

The allowed amount is equal to:

* during the first certificate year, the accumulated earnings not previously
withdrawn;

* after you have held your certificate for at least one full certificate year,
and only for the first withdrawal in a certificate year, the sum of:

1. 100% of purchase payments not previously withdrawn and received at least
seven contract years before the date of withdrawal; plus,

2. the greater of:

a) the accumulated earnings not previously withdrawn; or,

b) 10% 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.

* after the first contract year and after the first withdrawal in a contract
year, the sum of:

1. 100% of purchase payments not previously withdrawn and received at least
seven complete contract years before the date of withdrawal; plus, 2.
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. So, accumulated 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. The accumulated
earnings, if any, in your account value are always available as the allowed
amount. You cannot withdraw any purchase payment deposited by check until that
check clears.

We will waive the contingent deferred sales load/surrender charge 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 if
other conditions are met. We will also waive the contingent deferred sales load
in some states if the owner is diagnosed with a terminal illness after the first
contract year. The illness must reasonably be expected to result in death within
twelve months. See Contingent Deferred Sales Load/Surrender Charge on page 34
and Cash Withdrawals on page 29.

Other Charges and Deductions

We deduct a daily charge referred to as the Mortality and Expense Risk Charge.
This charge is 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 your contract. See Mortality and Expense Risk
Charge on page 36. We guarantee that this mortality and expense risk charge will
not be increased.

We also deduct a daily charge referred to as 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 contract 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 on page 35.

There is also an administrative charge each year for contract maintenance,
referred to as the Account Fee. This fee is currently $30, or 2% of the account
value, if less. It will not be assessed for contract years in which the account
value exceeds $50,000 on the last business day of the contract year or as of the
date the contract is surrendered. We will deduct the account fee at the end of
the contract year or when you surrender the contract, if earlier. We may change
the account fee for any contract year. But we guarantee it will not exceed the
lesser of $60 or 2% of the account value.

After the annuity date this fee is referred to as the annuity fee. The annuity
fee is $30 and will not change.

Currently we impose no fee for the systematic withdrawal option. But we reserve
the right to charge for this option in the future.

A fee or $10 or 2% of the transfer amount, whichever is less, is imposed for
each transfer in excess of eighteen during a contract year. See Transfer Fee on
page 37.

Charges for state premium taxes, including retaliatory premium taxes, will be
imposed in some states. Depending on the applicability of such state taxes, we
could deduct the charges from premiums, from amounts withdrawn, and/or from the
annuity purchase amount upon annuitization. See Premium Taxes on page 37.

In addition, if you withdraw or transfer amounts out of a guarantee period of
the fixed account before its expiration date, it will generally be subject to an
interest adjustment. This will reduce the interest earned on that amount to 3%,
the minimum annual rate.

Annuity Payments

We will make annuity payments either on a fixed basis or a variable
basis, or a combination of a fixed and variable basis, as you select. You have
flexibility in choosing the annuity date. In no event may the annuity date be
later than the first day of the month immediately preceding the month of your
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 cannot be earlier than the first day of the month
coinciding with or immediately following the third contract anniversary, except
for qualified contracts. We will begin annuity payments on the first day of the
calendar month following the annuity date.
You have a choice of four annuity forms:

(1) Life Annuity;

(2) Life and Contingent Annuity;

(3) Life Annuity with Period Certain; and

(4) Joint and Survivor Annuity.

Payments on Death Before the Annuity Date

The death benefit 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).

We will generally pay the death benefit within seven days of receipt of the
required proof of death of the owner or the annuitant. We must have sufficient
information about the beneficiary to make the payment. We must receive the
beneficiary's election of the method of settlement. If we receive no election of
the settlement method, we will pay the death benefit no later than one year from
the date of death. We do not charge a contingent deferred sales load or interest
adjustment. The beneficiary may elect to receive the death benefit as either a
lump sum or as an annuity.

Federal Income Tax Consequences

An owner who is a natural person, meaning an individual, rather than a
corporation or trust, generally should not be taxed on increases in the account
value until a distribution under the contract occurs. A withdrawal or annuity
payment, for example, would qualify as a distribution, thereby triggering a
taxable event. A deemed distribution would also trigger a taxable event. Deemed
distributions occur when owners pledge, loan, or assign a contract as
collateral.

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.
Mandatory withholding may apply for certain qualified contracts. In addition, a
federal penalty tax may apply to certain distributions or deemed distributions.

Right to Cancel

You have the right to examine the contract for a limited period, known as a free
look period. You can cancel the contract by delivering or mailing a written
notice of cancellation, or sending a telegram to our service center. You must do
this before midnight of the tenth day (or longer if required by state law) after
you receive the contract. If you give us notice and return the contract by mail,
notice will be effective on the date we receive the notice. The amount of the
refund may depend on the state of issuance. In most cases, we will refund the
purchase payments allocated to the fixed account plus the variable accumulated
value as of the date we receive the written notice and the contract. In other
cases, including all IRAs or when the owner is a certain age in certain states,
we will refund the greater of the purchase payments or the account value as of
the date we receive the written notice and the contract. In certain situations,
we will allocate the purchase payments received before or during the free look
period among the guarantee periods of the fixed account and sub-accounts of the
variable account according to your instructions. In certain situations, when we
receive the purchase payments before or during the free look period which you
have allocated to the fixed account, we will allocate the purchase payments to
the guarantee periods as you instructed. But if you allocate the purchase
payments to the sub-accounts of the variable account, we will hold them 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). You should consult your
registered representative or investment adviser (or see their contract) for the
applicable provision. See Purchase Payments page 24 and Account Value page 25.

You may request more information by writing:

Transamerica Annuity Service Center
P.O. Box 31848
Charlotte, North Carolina
28231-1848
or
Call 1-800-258-4260

with any questions concerning your contract.

You should provide the contract number and the owner's and annuitant's names
when requesting information regarding a specific contract.

NOTE: The foregoing summary is qualified in its entirety by the detailed
information in the remainder of this prospectus and in the prospectuses for the
funds. They should be referred to for more detailed information.

For qualified contracts, limits or restrictions may be imposed on purchase
payments, withdrawals, distributions, benefits or other contract provisions due
to:

* 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.

This prospectus does not describe such limitations or restrictions.

PERFORMANCE DATA

Advertising of Yields

From time to time, we may advertise yields and average annual total returns for
the sub-accounts of the variable account. In addition, we 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.

Yield Calculations

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:

* the income generated for that seven-day period is generated each seven-day
period over a 52-week period; and

* it 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
com-pounding effect of this assumed reinvestment.

The yield of a sub-account, other than that of 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 apply to a particular contract. When the
contingent deferred sales load is applied to a particular contract, the yield of
that contract will be reduced. For additional information about how yields and
total returns are calculated, please refer to the Statement of Additional
Information.

Total Returns

Average annual total returns for each sub-account are based on performance data
compiled since the sub-account commenced operations. Performance results are
also measured over 1, 5 and 10 year time periods. When average annual total
returns for these periods are available, you will be provided with this
information. Each return 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. This will include the deduction of any applicable contingent
deferred sales load, but exclude the deduction of any premium taxes. These
returns will represent the periods for which total return quotations are
provided up to the last day of the period.

Performance Information

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. It should
be considered in light of:

* the investment objectives;

* investment contracts;

* characteristics of the portfolios in which the sub-account invests; and

* the market conditions during the given time period.

You should not consider it as a representation of what may be achieved in the
future. For a description of the methods used to determine yield and total
returns, see the Statement of Additional Information.

Reports and promotional literature may also contain other information including:

1. the ranking of any sub-account derived from rankings of variable annuity
separate accounts or their investment products tracked by: * Lipper Analytical
Services, Inc., * VARDS, * IBC/Donoghue's Money Fund Report, * Financial
Planning Magazine, * Money Magazine, * Bank Rate Monitor, * Standard and Poor's
Indices, and * The Dow Jones Industrial Average. It may also include 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.

These may include a comparison, at various points in time, of the return from an
investment, or returns in general, on a tax-deferred basis, assuming one or more
tax rates, with the return on a currently taxable basis. We may also use other
ranking services and indices.

In our advertisements and sales literature, we may use charts and graphs to
discuss and illustrate:

* the implications of longer life expectancy for retirement planning;

* the tax and other consequences of long-term investments;

* the effects of the lifetime payout option;

* the operation of certain special investment features in the policy - such
as the dollar cost averaging option;

* the effects of certain investment strategies, such as allocating purchase
payments between the fixed account and an equity sub-account; and

* the Social Security system and its projected payout levels and retirement
plans generally.

We may, from time to time, disclose average annual total returns and cumulative
total returns for the sub-accounts in non-standard formats. We will assume that
no contingent deferred sales load is applicable to these returns. Whenever we
show non-standard performance, we will also show standardized performance. You
will find additional information about the calculation of performance data in
the Statement of Additional Information.

We may also advertise performance figures for the sub-accounts based on their
performance before the time the variable account started.

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 on June
30, 1906. It is mainly engaged in the sale of life insurance and annuity
contracts. The address for Transamerica Occidental Life Insurance Company is
1150 South Olive Street, Los Angeles, California 90015.

Transamerica Corporation indirectly owns the issuing company, Transamerica
Occidental Life Insurance Company.

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. These ratings
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. Once it has completed its analysis of
each insurer's financial strength, A.M. Best assigns the insurer a Best Rating.

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, other rating companies, such as
by Standard & Poor's Insurance Ratings Services, Moody's or Duff & Phelps assess
our claims-paying ability. They also 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 contracts 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.

Insurance Marketplace Standards
Association

In recent years, the insurance industry has recognized the need to develop
specific principles and practices to help maintain the highest standards of
marketplace behavior and enhance credibility with consumers. As a result, the
industry established the Insurance Marketplace Standards Association (IMSA).

As an IMSA member, we agree to follow a set of standards in our advertising,
sales and service for individual life insurance and annuity products. The IMSA
logo, which you will see on our advertising and promotional materials,
demonstrates that we take our commitment to ethical conduct seriously.

The Variable Account

On May 22, 1992, Transamerica's Board of Directors passed resolutions to
establish the Separate Account VA-2L of Transamerica, also referred to as the
Variable Account, under the laws of the State of California. The variable
account is registered with the Securities and Exchange Commission under the
Investment Company Act of 1940 as a unit investment trust. It meets the
definition of a separate account under the federal securities laws. However, the
Commission does not supervise the management or the investment practices or
contracts 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 20 sub-accounts, each of which invests solely in a
specific corresponding portfolio. Changes to the sub-accounts may be made at the
discretion of Transamerica.

THE FUNDS

The variable account invests exclusively in the:
* Portfolios of Dreyfus Variable Investment Fund
* Dreyfus Stock Index Fund
* The Dreyfus Socially Responsible Growth Fund, Inc.
* Portfolios of Dreyfus Investment Portfolios
* The Growth Portfolio of Transamerica Variable Insurance Fund, Inc.

Dreyfus Variable Investment Fund was organized as an unincorporated business
trust under Massachusetts law pursuant to an Agreement and Declaration of Trust
dated October 29, 1986. It 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, or portfolios, of the Variable
Fund are available for the contracts. Each portfolio 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 Dreyfus Stock Index Fund was incorporated under Maryland law on January 24,
1989, and commenced operations on September 29, 1989. It is registered with the
Commission as an open-end, non-diversified, management investment company.

The Dreyfus Socially Responsible Growth Fund, Inc. was incorporated under
Maryland law on July 20, 1992, and commenced operations on October 7, 1993. It
is registered with the Commission as an open-end, diversified, management
investment company.

Dreyfus Investment Portfolios was organized as an unincorporated business trust
under Massachusetts law pursuant to an Agreement and Declaration of Trust dated
May 14, 1993. It is registered with the Commission as an open-end management
company under the 1940 Act and commenced operations May 1, 1998. Currently, four
portfolios of Dreyfus Investment Portfolios are available for the contract.

Transamerica Variable Insurance Fund, Inc., was incorporated under Maryland law
on June 23, 1995. It commenced operations on November 1, 1996. It is registered
with the SEC as a management investment company. One of its portfolios is the
Growth Portfolio.

The Commission does not supervise the management or the investment practices and
policies of any of the portfolios. The assets of the portfolios are each
separate from the assets of the other portfolios.

Service Providers to The Funds

* The Dreyfus Corporation provides investment advisory and administrative
services to the Dreyfus Variable Investment Fund, the Dreyfus Investment
Portfolios 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 of the Variable Fund.

* NCM Capital Management Group, Inc., provides sub-investment advisory services
for the Socially Responsible Fund.

* Founders Asset Management LLC provides sub-investment advisory services for
the Founders Growth and Founders Passpost Portfolios.

* Transamerica provides investment advisory services to Transamerica VIF, with
Transamerica Investment Services, Inc. providing sub-investment advisory
services.

Transamerica receives fees from The Dreyfus Corporation and its affiliates for
providing certain administrative and or other services.

The portfolios are described below. Please see the Variable Fund, the Stock
Index Fund, the Socially Responsible Fund, Dreyfus Investment Portfolios and
Transamerica VIF prospectuses for more information.

Money Market Portfolio

The Money Market Portfolio's investment objective is to provide a high level of
current income while preserving invested capital and maintaining liquidity. It
seeks to achieve this 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. An
investment in this portfolio is not insured or guaranteed by the FDIC or any
other government agency. Although this portfolio seeks to preserve the value of
your investment at $1.00 per share, it is possible to lose money by investing in
this portfolio.

Special Value Portfolio

The Special Value Portfolio's investment objective is to maximize total return
on your investment capital. Total return consists of capital appreciation and
current income. It seeks to achieve its objective by following a "contrary
value" strategy, investing in a wide range of equity and debt securities and
money market instruments. An 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.

Zero Coupon 2000 Portfolio

The Zero Coupon 2000 Portfolio's investment objective is to provide as high an
investment return as is consistent with preserving 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;

* receipts and certificates for stripped debt obligations and stripped coupons,
including U.S. Government trust certificates.

Collectively, we refer to these as Stripped Treasury Securities. The portfolio
also may purchase certain other types of stripped government or corporate
securities. The portfolio's assets will consist primarily of portfolio
securities which will mature on or about December 31, 2000. The investment
advisory fee is payable monthly at the annual rate of 0.45 of 1% of the value of
the portfolio's average daily net assets.

Quality Bond Portfolio

The Quality Bond Portfolio's investment objective is to provide the maximum
amount of current income while preserving capital and maintaining liquidity. It
seeks to achieve its objective by investing mainly in: debt obligations of
corporations, the U.S. Government, its agencies and instrumentalities, and major
U.S. 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 mainly in common
stocks of domestic and foreign issuers. Under normal market conditions, the
portfolio 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. The Dreyfus
Corporation will invest in companies it 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 while preserving 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 total 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 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
growth. This portfolio's invests primarily in the equity securities of foreign
issuers located throughout the world. An investment advisory fee is payable
monthly at an annual rate of 0.75 of 1% of the value of the portfolio's average
daily net assets.

International Value Portfolio

The International Value Portfolio's investment objective is long-term capital
growth. This portfolio invests primarily in equity securities of foreign issuers
which are characterized as value companies according to criteria established by
the portfolio's investment adviser. An investment advisory fee is payable
monthly 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 as a group, as represented by the Standard & Poor's 500 Composite
Stock Price Index. This portfolio will use quantitative statistical modeling
techniques to build a portfolio similar to the S & P 500 in its sector
weightings and risk characteristics. An 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.

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 as a group, as represented by the Russell 2500
Index. This portfolio invests primarily in a portfolio of equity securities of
small to medium sized domestic companies. While investing in these companies,
the portfolio will attempt to maintain volatility and diversification similar to
that of the Russell 2500 Index. An 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.

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 as
a group, as represented by a hybrid index. 60% of the index is composed of the
common stocks in the S & P 500 Composite Stock Price Index. 40% of the index is
composed of the bonds in the Lehman Brothers Intermediate Government/ Corporate
Bond Index. This portfolio invests primarily in common stocks and bonds in
proportions selected by The Dreyfus Corporation based on their expected returns
and risks. An 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.

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. Investments of this type are subject to a greater risk of loss of
principal and non-payment of interest. Under normal market conditions, these
bonds will have an effective average duration of three and one-half years or
less. 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 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 as a group, as represented by the Standard & Poor's 500 Composite Stock
Price Index. The Fund is not sponsored by or affiliated with Standard & Poor's
Corporation in any way. A management fee is payable monthly to The Dreyfus
Corporation at the annual rate of 0.24 of 1% of the value of the Fund's average
daily net assets. Dreyfus pays Mellon Equity Associates to provide the
day-to-day management of the Fund's investments.

Socially Responsible Fund

The Socially Responsible Fund's primary goal is to provide capital growth.
Current income is a secondary goal. It seeks to achieve these objectives by
investing principally in common stocks, or securities convertible into common
stock. Stocks selected for this fund will be issued by 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. 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. Dreyfus pays NCM Capital Management Group, Inc. as sub-adviser to
provide day-to-day management of the Fund's investments.

Core Value Portfolio

The Core Value Portfolio's primary investment objective is to provide long-term
growth of capital. Current income is a secondary investment objective. The
portfolio invests primarily in equity securities, such as common stocks,
preferred stock and securities convertible into common stocks. All of these
would be issued by "value" companies according to criteria established by The
Dreyfus Corporation. A management fee is payable monthly at the annual rate of
0.75 of 1% of the portfolio's average daily net assets.

MidCap Stock Portfolio

The MidCap Stock Portfolio's investment objective is to provide investment
results that are greater than the total return performance of publicly-traded
common stocks as a group, as represented by the Standard & Poor's MidCap 400
Index. The portfolio invests primarily in equity securities of medium-sized
domestic issurers, while attempting to maintain volatility and diversification
similar to that of the S & P Mid Cap 400 Index. The portfolio is not an index
fund and its investments are not limited to securities of issuers included in
the S&P Mid Cap 400 Index. A management fee is payable monthly at the annual
rate of 0.75 of 1% of the portfolio's average daily net assets.

Founders Growth

The Founders Growth Portfolio's investment objective is to provide long-term
growth of capital. It invests primarily in equity securities of
well-established, high quality "growth" companies, as determined by the
Portfolio's sub-investment adviser. These companies tend to have strong
performance records, solid market positions and reasonable financial strength,
and have continuous operating records of three years or more. An investment
advisory fee is payable monthly to The Dreyfus Corporation at an annual rate of
0.75% of the value of the portfolio's average daily net assets. Dreyfus pays
Founders Asset Management LLC to provide the day-to-day management of the
Portfolio's investments.

Founders Passport Portfolio

The Founders Passport Portfolio's investment objective is to provide capital
appreciation. It invests primarily in equity securities of foreign issuers with
market capitalizations or annual revenues of $1 billion or less and which are
characterized as "growth" companies, as determined by the Portfolio's
sub-investment adviser. It ordinarily invests in foreign issuers from at least
three foreign countries with established or emerging economies. The portfolio
may invest in securities of larger foreign issuers or in U.S. issuers if
management believes these securities offer attractive opportunities for capital
appreciation. An investment advisory fee is payable monthly to The Dreyfus
Corporation at an annual rate of 1.00% of the value of the portfolio's average
daily net assets. Dreyfus pays Founders Asset Management LLC to provide the
day-to-day management of the Portfolio's investments.

Growth Portfolio of the Transamerica Variable Insurance Fund, Inc. seeks
long-term capital growth. Common stock (listed and unlisted) is the basic form
of investment. The Growth Portfolio invests primarily in common stocks of growth
companies that are considered by the manager to be premier companies. In the
manager's view, characteristics of premier companies include one or more of the
following:

* dominant market share;

* leading brand recognition;

* proprietary products or technology;

* low-cost production capability; and/or

* excellent management with shareholder orientation.

The manager of the portfolio believes in long-term investing and places great
emphasis on each company's ability to sustain the above competitive advantages.
Unless market conditions indicate otherwise, the manager also tries to keep the
portfolio fully invested in equity-type securities. It also does not try to
invest or divest based on stock market movements. When, in the judgment of the
manager, and market conditions warrant, the portfolio may, for temporary
defensive purposes, hold part or all of its assets in cash, debt or money market
instruments. The portfolio may invest up to 10% of its assets in debt securities
having a call on common stocks that are rated below investment grade.

A management fee of 0.75 of 1% of the average daily net assets is payable
monthly to Transamerica Occidental Life Insurance Company, as adviser. The
adviser pays Transamerica Investment Services, Inc.as sub-adviser, a monthly fee
at the annual rate of 0.30 of 1% of the first $50 million, .25 of 1% of the next
$150 million and .20 of 1% of the assets in excess of $200 million.

Variable Account Objectives

Meeting objectives depends on various factors, including, but not limited to,
how well the portfolio managers anticipate changing economic and market
conditions. You should be aware of the following risks:

* There is no assurance that any of these portfolios will achieve their stated
objectives.

* An investment in the contract is not insured or guaranteed by the FDIC or any
other government agency.

* Investing in the contract involves certain investment risks, including
possible loss of principal.

Portfolios Not Publicly Available

The portfolios are open-end management investment companies, or portfolios or
series of, open-end management companies registered with the SEC under the 1940
Act, that are often referred to as mutual funds. This SEC registration does not
involve SEC supervision of the investments or investment policies of the
portfolios. Shares of the portfolios are not offered to the public but solely to
the insurance company separate accounts and other qualified purchasers as
limited by federal tax laws. These portfolios are not the same as mutual funds
that may have very similar names that are sold directly to the public, and the
performance of such publicly available funds, which have different portfolios
and expenses, should not be considered as an indication of the performance of
the portfolios. The assets of each portfolio are held separate from the assets
of the other portfolios. Each portfolio operates as a separate investment
vehicle. The income or losses of one portfolio have no effect on the investment
performance of another portfolio. The sub-accounts reinvest dividends and/or
capital gains distributions received from a portfolio in more shares of that
portfolio as retained assets.

Resolution of Possible Conflicts

Since variable insurance products from other companies as well as Transamerica
can invest in all of the portfolios, there is a possibility that a material
conflict may arise between the interests of the variable account and other
companies. If conflict occurs, the affected insurance companies will take the
needed steps to resolve the matter. This may include stopping their separate
account from investing in the portfolios.

Sources of Additional Information

You will find additional information in the current prospectuses for the
portfolios, which accompany this prospectus, including:

* the investment objectives;

* the investment policies;

* the investment advisory services;

* the administrative services; and

* charges

You should read the portfolios' prospectuses carefully before you make any
decision concerning the allocation of purchase payments to, or transfers among,
the sub-accounts.

Addition, Deletion or Substitution

Transamerica does not control the portfolios. We therefore cannot guarantee that
any of the sub-accounts of the variable account or any of the portfolios will
always be available to investors for allocation of purchase payments or
transfers. We retain the right to make changes in the variable account and in
its investments.

We reserve the right to:

* eliminate the shares of any portfolio held by a sub-account; or

* substitute shares of another portfolio or of another investment company for
the shares of any portfolio.

If the shares of a portfolio are no longer available for investment or if, in
our judgement, a portfolio is not fulfilling its intended purpose within the
variable account, we reserve the right to remove it. To the extent required by
the 1940 Act, we will inform shareholders in advance of any substitutions. We
will also seek the Commission's advance approval before making substitutions.
These potentially necessary substitutions should not be construed in any way as
preventing or limiting the variable account from purchasing other securities for
other series or classes of variable annuity contracts, or from effecting an
exchange between series or classes of variable contracts on the basis of
requests made by owners.

The Establishment of New Sub-Accounts

At our discretion, based on marketing, tax, investment or other conditions, we
can elect to establish new sub-accounts. We will make these new sub-accounts
available to our existing contract owners on a basis which we will determine at
that time. Each additional sub-account will purchase shares in a portfolio or in
another mutual fund or investment vehicle. we may also eliminate one or more
sub-accounts if, in our sole discretion, marketing, tax, investment or other
conditions so warrant. In the event any sub-account is eliminated, we 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, we may change the contracts in a way
that appropriately reflects substitutions or changes. Furthermore, if we believe
it 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. It may also be deregistered
under this 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 owners 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 Transamerica's general account, 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, hereafter referred to simply as 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. Therefore 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 Transamerica's general
account. The general account consists of all the general assets of Transamerica,
other than those in the variable account, or assets in any other segregated
asset account. Instead of the owner bearing the investment risk as with the
variable account, we bear the full investment risk for all values in the fixed
account. We have the sole right to determine how we will invest the assets of
our general account while adhering to applicable laws.

The Interest Rate of the Fixed Account

As owner, you bear the risk that, after the initial guarantee period, we will
not credit interest in excess of 3% per year to amounts you allocate to the
fixed account.

The allocation or transfer of funds to the fixed account does not entitle you to
share in the overall investment returns of Transamerica's general account.
Instead, we guarantee that the funds you allocate or transfer to the fixed
account will accrue a specified annual rate of interest for a specific duration.
The rate of interest we credit will always be at least 3% per year.
Consequently, if you allocate all net purchase payments only to the fixed
account and make no transfers or withdrawals, the minimum amount of the account
value will be determinable and guaranteed.

We will establish a new guarantee period of a duration you select from
those we are offering on net purchase payments you allocate to the fixed
account. Every guarantee period we offer will have a duration of at least one
year. The minimum amount you may allocate or transfer to a guarantee period is
$1,000. We will credit net purchase payments you allocate to the fixed account
on the date we receive the payment at our service center. We will establish a
new guarantee period as of the effective date of the transfer for any amount you
transfer from another guarantee period, or from a sub-account of the variable
account to the fixed account.

We may delay payment of any withdrawal from the fixed account for up to six
months after we receive the request. If we delay payment for more than 30 days,
we will pay interest on the withdrawal amount up to the date of payment.

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 it is established and the duration you choose. The
guarantee period you choose may not extend beyond the annuity date.

We reserve the right to change the maximum number of guarantee periods
that may be in effect at any one time.

We will establish effective annual rates of interest for each guarantee
period. The effective annual rate of interest we establish for a guarantee
period will remain in effect for the duration of the guarantee period. We will
credit interest 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 before 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; and

3. amounts paid as part of a death benefit.

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, before the expiration date
of a guarantee period, we will notify you of the options available when a
guarantee period expires. You may elect one of the following options:

1. transfer the guarantee amount of that guarantee period to a new guarantee
period from among those being offered by us. The new guarantee period will be
established on the later of:

a) the date you select; or

b) the date the notice, in a form and manner acceptable to us, is received at
our service center, but in no event later than the day immediately following the
expiration date of the previous guarantee period; or

2. transfer the guarantee amount of that guarantee period to one or more
sub-accounts of the variable account.

We must receive your notice electing one of these options at our service
center by the expiration date of the guarantee period. If such election has not
been received by us at our service center, the guarantee amount of that
guarantee period will remain in the fixed account. A new guarantee period of the
same duration as the expiring guarantee period, if offered, will automatically
be established by us with a new guaranteed interest rate. The new guarantee
period will start on the day following the expiration date of the previous
guarantee period.

If we are not currently offering guarantee periods having the same
duration as the expiring guarantee period, the new guarantee period will be the
next longer duration. If we are not offering guarantee periods longer than the
duration of the expiring guarantee period, the new guarantee period will be the
next shorter duration.

If the guarantee amount of an expiring guarantee period is less than
$1,000, we reserve the right to transfer such amount to the Money Market
Sub-Account of the variable account.

If you make a transfer from a guarantee period within the 30-day period
ending on its expiration date, it will not be counted for the purpose of
determining the eighteen free transfers per contract year. This transfer will
not be subject to any interest adjustment.

THE CONTRACT

The contract is a flexible purchase payment multi-funded individual deferred
annuity contract. The rights and benefits under the contract, or in the
certificate and group contract, are described below and in the contract. We
reserve the right to modify the individual contract, and the group contract and
its certificates, so that it conforms to any federal or state statute, rule or
regulation. Such modifications will give contract owners the benefits of these
changes. We are responsible for the obligations stated in the contract.

The contracts may be used for IRAs and Roth IRAs that qualify for special
federal income tax treatment. With our prior approval, the contracts may also be
available as as Section 403(b) annuities and for use in Section 401(a) qualified
pension and profit sharing plans established by corporate employers. Generally,
qualified contracts contain restrictive provisions limiting the timing and
amount of payments and distributions from the qualified contract.

The owner designates the annuitant. The annuitant can be the same person as the
owner and must be the same person in the case of 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.

CONTRACT APPLICATION AND
PURCHASE PAYMENTS

Purchase Payments

Please send all of your purchase payment payments to our service center. We will
send you a confirmation letter to acknowledge the acceptance of each purchase
payment.

The initial purchase payment for each contract must generally be at least
$5,000. We may, at our discretion, accept lower initial purchase payments for
certain qualified contracts.

We will ordinarily issue the contract and derive the net purchase payment from
the initial purchase payment within two days of receipt of a properly completed
application and the purchase payment. At this time, the contract is accepted and
funded with your purchase payment. A net purchase payment is defined as a
purchase payment minus any applicable premium taxes. These taxes may include
retaliatory premium taxes, which may be imposed in the future in any state in
which you live. Acceptance of the application is subject to it being received in
good order. We reserve the right to reject any application or purchase payment.
Contracts normally will not be issued if an annuitant is more than 80 years old,
although we, in our discretion, may waive this restriction in certain cases.

If the initial purchase payment allocated to the variable sub-account(s) cannot
be credited within two days of receipt because the information is incomplete, or
for any other reason, we will contact you. We will explain the reason for the
delay and will refund the initial purchase payment within five business days. If
you consent to our retaining the initial purchase payment, we will credit it to
the variable sub-account of your choice as soon as the requirements are
fulfilled.

Ten Day Cancellation Option

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 you may cancel the
contract. To cancel, the contract must be returned to us with a written notice
of cancellation. In some states, including for some ages of owners in some
states, and in all states for IRAs, we will refund the greater of the purchase
payments or account value of the date the written notice and the contract are
received by us. 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. You should consult your registered representative or investment
adviser (or see your contract) for the applicable provision.

Additional purchase payments may be paid into the contract at any time before
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 paid to
an automatic payment plan. Using an automatic payment plan, the additional
purchase payments are automatically deducted from a bank account. In addition,
minimum allocation amounts apply. 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
401(a) and Section 403(b) annuity contracts.

Total purchase payments for any contract may not exceed $1,000,000 without our
prior approval. 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 laws, rules, or regulations. Choosing One or More Investment Options

You specify how purchase payments will be allocated under the contract.
You 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. Portions must be whole number percentages and any allocation percentage
for a sub-account must be at least 10%. In addition, the initial allocation to
any inactive sub-account must be at least $500. The initial allocation to a new
guarantee period must be at least $1,000. You may choose to allocate nothing to
a particular sub-account or guarantee period.

For the allocation of purchase payments during the free look period of any
portion of the net purchase payments allocated to the fixed account, the amounts
you specify will be allocated to the guarantee periods you select. For purchase
payments allocated to the variable account, in most situations the net purchase
payments derived from the initial purchase payments will be allocated among the
sub-accounts of the variable account and the guarantee periods of the fixed
account according to the allocation percentages you select. However, in most
situations where the greater of purchase payments or account value will be
refunded on exercise of the free look, the net purchase payment derived from the
portion of initial purchase payment allocated to the variable account will
generally first be allocated to the Money Market Sub-Account. It 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 according to the
allocation percentages you select. This initial allocation after the free look
period from the Money Market Sub-Account to the selected sub-accounts does not
count toward the limit of 18 free 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. You may change the
allocation percentages for new purchase payments among the sub-accounts and the
guarantee period may be at any time by submitting a request for such change, in
a form acceptable to us, to our service center. Any changes to the allocation
percentages are subject to the limitations above. Any change will take effect
with the first purchase payment received with or after receipt by our service
center of the request for such change and will continue in effect until
subsequently changed.

If an allocation of an additional net purchase payment is directed to an
inactive sub-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.

Investment Option Limit

Currently, you may not allocate purchase payment dollars to more than eighteen
investment options over the life of the contract. Investment options include
sub-accounts of the variable account and guarantee periods of the fixed account.
Each sub-account and each duration of a guarantee period of the fixed account
that ever received a transfer or purchase payment allocation count as one
towards this total of eighteen limit. We may waive this limit in the future.

For example, if you make an allocation to the Money Market Sub-Account and later
transfer all amounts out of this Money Market Sub-Account, it would still count
as one for the purposes of the limitation even if it held no value. If you
transfer from a sub-account to another sub-account and later back to the first,
the count towards the limitation would be two, not three. If you select a
guarantee period and renew for the same term, the count will be one. If you
renew to a guarantee period with a different term, the count will be two.

ACCOUNT VALUE

Before the annuity date, the account value is the sum of:

* the fixed accumulated value; plus

* 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 before the annuity date. The fixed
accumulated value is determined without 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 before the
annuity date. The variable accumulated value before 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. It 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. Days that are not considered to be
valuation days are those during which the New York Stock Exchange is closed for
regular business.

The variable accumulated value is expected to change from valuation period to
valuation period. The changes reflect how the investment performed of all of the
selected portfolios, and also reflect the deductions for charges.

How Your Variable Accumulation Units Are Created

When you pay purchase payments into your contract, those payments are used to
purchase variable accumulation units in the sub-accounts in which you have
chosen to invest. At the end of each valuation period during which we received
purchase payments, you will be credited with variable accumulation units. The
number of units you receive is determined by dividing:

* the portion of each net purchase payment allocated to the sub-accounts, by

* the variable accumulation unit value, at the end of the valuation period.

When you pay your first purchase payment, which is defined as the initial net
purchase payment, variable accumulation units for that payment are credited to
the account value. That credit is then held in the Money Market Sub-Account for
fifteen calendar days after the contract date.

The variable accumulation units credited to your contract as the result of your
initial net purchase payment are credited to your contract's value within two
valuation days of:

1. the date upon which our service center receives an acceptable and properly
completed application; or

2. the date upon which our service center receives the initial purchase payment.

The variable accumulation units credited to your contract as the result of
subsequent purchase payments will be credited to your contract's value at the
end of the valuation period during which we received your payment.

How Variable Accumulation Unit Values Are Calculated

The value of a variable accumulation unit for each sub-account for a valuation
period is established at the end of each valuation period. It 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.

Transferring Among Sub-Accounts

When you transfer purchase payment dollars among the sub-accounts, those
transfers will result in the purchase and/or cancellation of variable
accumulation units. The value of these units will equal the total dollar amount
you are transferring to or from a sub-account. These transactions are valued at
the end of the valuation day on which you performed your transaction.

TRANSFERS

Transfers Before the Annuity Date

Before the annuity date, you may transfer any portion of the account value among
the sub-accounts and the guarantee periods then offered by us. You can make
transfers by giving a written request to our service center subject to the
following conditions:

* the minimum amount that may be transferred is $500; and

* the minimum transfer to an inactive sub-account is $500; and

* the minimum transfer required to establish a new guarantee period is $1,000.

Transfers are also subject to terms and conditions that may be imposed by the
portfolios.

Your transfer request must specify:

* the sub-account or guarantee period from which the transfer is to be made;

* the amounts you wish to transfer, subject to the minimum transfer amount; and

* the sub-account or guarantee period you wish to receive the transfer.

We impose a transfer fee equal to the lesser of $10 or 2% of the amount of the
transfer for each transfer over 18 in a contract year. We also reserve the right
to:

* waive the transfer fee;

* vary the number of transfers without charge, but not fewer than 12; or

* not count transfers under certain options or services.

The transfer will generally be effective on the date your request is received at
our service center. If the transfer is made from a guarantee period before its
expiration date, it will be subject to an interest adjustment.

If a transfer from a guarantee period is made within the 30-day period ending on
its expiration date, we will not count it for purposes of the 18 allowable
transfers. It will also not be subject to any interest adjustment.

If a transfer reduces the value in a sub-account to less than $500, then we
reserve the right to transfer the remaining amount along with the amount you
requested to be transferred according to your transfer instructions. Under
current law, there will not be any tax liability to you as the owner if you make
a transfer.

Telephone Transfers

We will allow telephone transfers if you have provided proper
authorization for such transfers in a form and manner acceptable to us. We will
provide you with limitations and rules for these transfers. We reserve the right
to suspend telephone transfer privileges at any time, for some or all contracts,
for any reason. Withdrawals are not permitted by telephone.

We will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. If we follow such procedures we will not
be liable for any losses due to unauthorized or fraudulent instructions.
However, we may be liable for such losses if we do not follow those reasonable
procedures. The procedures we will follow for telephone transfers may include:

a) requiring some form of personal identification before acting on instructions
received by telephone;

b) providing written confirmation of the transaction; and/or

c) tape recording the instructions given by telephone.

Possible Restrictions

We reserve 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. We have determined that the movement of significant
sub-account values from one sub-account to another may prevent the portfolio
impacted by these transfers from taking advantage of investment opportunities.
This occurs because the portfolio must maintain a significant cash position in
order to handle redemptions.

Such large and sudden movement of assets in any one portfolio may also cause a
substantial increase in portfolio transaction costs. These costs must be
indirectly borne by owners. Therefore, we reserve the right to require that all
transfer requests be made by you, the owner and not by a third party holding a
power of attorney. We also require that each transfer request be made by a
separate communication to us. We also reserve the right to request that each
transfer request be submitted in writing and be manually signed by the owner or
owners; facsimile transfer requests may not be allowed.

Dollar Cost Averaging

Before the annuity date, you, as the owner, may request that a designated amount
of money be automatically transferred from one, and only one, of the
sub-accounts which invests in:

* the Money Market;

* the Quality Bond Portfolio;

* the Limited High Term Income Portfolio.

Or you can have it transferred from the fixed account. This money may be
transferred to any of the sub-accounts or the fixed account on a monthly basis
by submitting a request to our service center. The request must be in a form and
manner acceptable to us. You may be able to transfer amounts from the source
accounts in addition to the Money Market and Quality Bond Sub-Account, and can
include the shortest guarantee period. Call our service center for the
availability of the source accounts options. Your 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 begin until the later of:

1. 30 days after the contract ; or

2. the estimated end of the free look period, allowing 5 days for delivery of
the contract by mail.

Transfers will continue for the duration you selected unless terminated:

1. by you;

2. automatically by us because there are insufficient funds in the source
account, or

3. for other reasons as set forth in the contract.

You may request that monthly transfers be continued. You can accomplish this by
giving notice to our service center in a form and manner acceptable to us within
30 days before the last monthly transfer. If no request to continue the monthly
transfers is made by you, 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 you may transfer 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.

Please note that dollar cost averaging transfers can not be made from a source
account from which you are receiving systematic withdrawals or automatic
payouts.

You will not be charged for the dollar cost averaging service. Transfers that
result from dollar cost averaging practices will not count toward 18 transfers
allowed to the sub-accounts and/or general account options without charge. We
will make no interest adjustments on dollar cost averaging transfers from the
fixed account if we allow it as a source account.

Special Dollar Cost Averaging Option

(May not be available in all states. See contract for availability of the fixed
account options.)

When you apply for the contract, you may elect to allocate the entire initial
purchase payment to either the six or twelve month special Dollar Cost Averaging
account of the Fixed Acount. The initial purchase payment will be credited with
interest at a guaranteed fixed rate. Amounts will then be transferred from the
special Dollar Cost Averaging account to the sub-accounts and/or general account
options pro rata on a monthly basis for six or twelve months (depending on the
option you select) in the allocations you specified when you applied for the
contract.

Amounts from the sub-accounts and/or general account options may not be
transferred into the special Dollar Cost Averaging accounts. In addition, if you
request a transfer (other than a Dollar Cost Averaging transfer) or a withdrawal
from a special Dollar Cost Averaging account, any amounts remaining in the
special account will be transferred to the sub-accounts and/or general account
options according to your original allocation instructions. The special Dollar
Cost Averaging option will end and cannot be reelected.

Automatic Asset Rebalancing

When you allocate purchase payments to certain portfolios in certain
percentages, you define how you want your investments to perform. Changing
market conditions affect each portfolio's performance, and can throw your
allocations out of balance. You may instruct us to automatically rebalance the
amounts by reallocating them among the variable sub-accounts, at the time and in
the percentages that you specify. You must specify automatic asset rebalancing
in your instructions to us. As the owner, you may elect to have the rebalancing
done on an annual, semi-annual or quarterly basis. You may also elect to have
amounts allocated among the sub-accounts using whole percentages, with a minimum
of 10% allocated to each sub-account.

You may elect to establish, change or terminate the automatic asset rebalancing
by submitting a request to our service center in a form and manner acceptable to
us. Automatic asset rebalancing will not count towards the limit of 18 free
transfers in a contract year. There is currently no charge for the automatic
asset rebalancing. However, we reserve the right to charge a nominal amount for
this feature. We also reserve the right to discontinue offering automatic asset
rebalancing any time for any reason.

After the Annuity Date

If you elect a variable annuity payout option, you may make transfers among
sub-accounts after the annuity date by submitting a request in a form acceptable
to us to our service center. Your request will be subject to the following
provisions:

1. transfers after the annuity date may be made no more than four times during
any annuity year; and

2. the minimum amount transferred from one sub-account to another is the amount
supporting a current $75 monthly payment.

Your transfers among sub-accounts during the annuity period will be processed
based on the formula outlined in the Statement of Additional Information.

CASH WITHDRAWALS

Withdrawals

You may withdraw all or part of the cash surrender value for a contract at any
time during the life of the annuitant and before the annuity date. You can do
this by giving a written request to our service center. Your request will be
subject to the rules below. Federal or state laws, rules or regulations may also
apply. You cannot make withdrawals after the annuity date.

The amount payable to you if the contract is surrendered on or before the
annuity date is the cash surrender value. The cash surrender value is equal to
the account value, minus any account fee, minus any interest adjustment, minus
any applicable contingent deferred sales load and minus any applicable premium
taxes. If the account value exceeds $50,000 on the date the contract is
surrendered, and where permitted by law, we will waive the account fee.

A full surrender of your contract will result in a cash withdrawal payment equal
to the contract's cash surrender value at the end of the valuation period during
which your request is received along with all of your completed forms

Only one partial withdrawal will be allowed while the systematic withdrawal
option is in effect. Partial withdrawals must be at least $500.

In the case of a partial withdrawal, you may instruct our service center as to
the amounts to be withdrawn from each sub-account or fixed account. If you do
not specify from where the withdrawal is to be made, the withdrawal will be
taken pro rata from all sub-accounts with current values. If the requested
withdrawal reduces the value of the sub-account from which the withdrawal was
made to less than $500, we reserve the right to transfer the remaining value of
that sub-account pro rata. If no such sub-accounts exist, such transfer will be
made to the Money Market Sub-Account. You will be notified in writing of any
such transfer.

A partial withdrawal will not be processed if it would reduce the account value
to less than $2,000. In that case, you will be notified that you 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 you, your withdrawal request
will be considered null and void, and no withdrawal will be processed.

Fees and Taxes Relating to Withdrawals or Surrenders

The account fee, unless waived, will be deducted from a full surrender before
the application of any contingent deferred sales load. Your withdrawals may be
taxable transactions. The Code requires us to withhold federal income tax from
withdrawals. However, as an owner, you generally will be entitled to elect, in
writing, not to have tax withholding apply.

This is true except for distributions from certain qualified contracts that may
be subject to mandatory 20% withholding. 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 for partial withdrawals and full
surrenders is currently 10%, or 20% for certain qualified contracts, 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.

Withdrawals, 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 on which
your request is received, except that we 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;

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 forms are
received. Payments of any amounts derived from purchase payments paid by check
may be delayed until the check has cleared your 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. The payment of a withdrawal from
the fixed account may be delayed for up to six months. If delayed for more than
30 days, interest will be paid on the withdrawal amount up to the date of
payment.

You, as the owner, assume the investment risk for amounts allocated to the
variable account. 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.

Additional Withdrawal and Surrender Provisions

After a withdrawal of the total cash surrender value, or at any time that the
account value is zero, all of your rights as the owner will terminate.

Except IRA's and Roth IRAs, qualified contracts offered by the prospectus are
only offered with our prior approval. They will be issued in connection with
retirement plans which meet the requirements of the Code. You should refer to
the terms of the particular retirement plans for any additional limitations or
restrictions on your cash withdrawals, as these limitations or restrictions may
supercede those of the contract issued by us.

You 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 before the annuity date.

Systematic Withdrawal Option

Before to the annuity date, you may elect to have withdrawals automatically made
from one or more sub-account(s) on a monthly basis. You can do this by giving
written notice to our service center. Other distribution modes may be allowed.
The withdrawals will begin the month following, but no sooner than one week
following, receipt of your written notice. Please note, however, payments will
not begin sooner than the later of:

a. 30 days after the contract date; or

b. the end of the free look period, allowing for 5 days for delivery of the
contract by mail.

Upon written notice to you, we may change the day of the month on which
withdrawals are made under this option. Withdrawals will be from the
sub-account, or sub-accounts, and in the percentage allocations specified by
you. If no specifications are made, withdrawals will be pro rata from all
sub-accounts the fixed account with value. Systematic withdrawals can not be
made from a sub-account from which dollar cost averaging transfers are being
made.

Eligibility and Rules of the Systematic Withdrawal Option

To be eligible for the systematic withdrawal option:

* the account value must be at least $12,000 at the time you elect to use this
option;

* the minimum monthly amount that can be withdrawn is $100; and

* 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.

Systematic withdrawals will continue unless you terminate them or they are
automatically terminated by us as described in the contract. If this option is
terminated it may not be used again until the next contract anniversary. In some
states, no partial withdrawal may be made while the systematic withdrawal option
is in effect. Any partial withdrawal will automatically terminate the systematic
withdrawal option. Any portion of such partial withdrawal which exceeds the
allowed amount for withdrawals will be subject to a contingent deferred sales
load. In other states, only one partial withdrawal can be made while the
systematic withdrawal option is in effect. Making more than one partial
withdrawal while this option is in effect will automatically terminate the
systematic withdrawal option. Amounts that exceed the allowed amount for
withdrawals will be subject to a contingent deferred sales load.

We reserve 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 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 on withdrawals from qualified contracts.

Automatic Payout Option, or APO

Before the annuity date, you may elect the automatic payout option, referred to
as the APO, to satisfy minimum distribution requirements under the Code for
certain qualified contracts.

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 account value determined as of the seventh contract anniversary and on
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:

a) the contract anniversary following the earlier of any owner's or annuitant's
75th birthday; or

b) 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 3) 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 valuation period during which the
later of:

a) proof of death of the owner or annuitant is received by our service center;
or

b) written notice of the method of settlement elected by the beneficiary is
received at our service center.

If no settlement method is elected, the death benefit will be calculated and
paid as of a date 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
according to instructions received by us from all beneficiaries. Therefore, the
account value will fluctuate with investment performance of the applicable
sub-accounts. As a result, the amount of the death benefit will depend 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. Once our
service center receives this proof and the beneficiary's choice of a method of
settlement, the death benefit generally will be paid within seven days, or as
soon thereafter as we have sufficient information to make the payment. The death
benefit may be paid in a lump sum cash benefit. Or, subject to any limitations
under any state or federal law, rule, or regulation, it may be paid under one of
the annuity forms, unless a settlement agreement effective under the contract
prevents this choice. 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.

Designation of Beneficiaries

You, as the owner, may select one or more beneficiaries and name them in a form
and manner acceptable to us. If you select more than one beneficiary, unless you
indicate otherwise, they will each 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 and the owner's death. Respectively,
these individuals are referred to as the annuitant's beneficiary and the owner's
beneficiary. Before the annuitant's death, you may change the beneficiary by
notice to our service center in a form and manner acceptable to us. You may also
make the designation of beneficiary irrevocable by sending notice to and
obtaining approval from our service center. Irrevocable beneficiaries may only
be changed 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 interests of all
designated beneficiaries have terminated, any benefits payable will be paid to
the owner's estate.

We 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 Before the Annuity Date

If the annuitant dies before the annuity date and the annuitant is not the 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 Before the Annuity Date

If an owner dies before the annuity date, a death benefit will be paid to that
owner's beneficiary. If the contract has joint owners, the surviving joint owner
will be the owner's beneficiary. If the owner's beneficiary is the deceased
owner's spouse, then the spouse may elect to treat the contract as his or her
own 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.

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

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
or the fixed account.

As more fully described below, charges under the contract are assessed in three
ways:

1. as deductions for the contract or annuity fees, any transfer fees, systematic
withdrawal option or asset rebalancing fees, (if any), 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 funds for
investment management fees and expenses. These fees and expenses are described
in the funds' prospectuses and their statements of additional information.

Contingent Deferred Sales Load/
Surrender Charge

No deduction for sales charges is made from your purchase payments, although
premium taxes may be deducted. However, a contingent deferred sales load, or
surrender charge, of up to 6% of purchase payments paid may be imposed on
certain withdrawals or surrenders from the acount value to partially cover
certain expenses incurred by us relating to the sale of the contracts, including
commissions paid to salespersons, the costs of preparation of sales literature
and other promotional costs and acquisition expenses.

The contingent deferred sales load/surrender chatrge 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 this charge is determined by multiplying the
amount withdrawn subject to the contingent deferred sales load by the contingent
deferred sales load percentage according to the following table.

Number of Contract Years Contingent
Years Since Receipt of Deferred
Each Purchase Payment Sales Load
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%

In no event will the total contingent deferred sales load/surrender charge
assessed against the contract exceed 6% of the aggregate purchase payments paid
to a contract.

Certain amounts may be withdrawn free of any contingent deferred sales load. You
may make withdrawals up to the allowed amount without incurring a contingent
deferred sales load/surrender charge 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 you may withdraw is equal
to the sum of:

1. 100% of purchase payments not previously withdrawn and received at least
seven contract years before the date of withdrawal; plus

2. the greater of:

a. accumulated earnings not previously withdrawn; or

b. 10% 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.

After the first withdrawal in a contract year after the first contract year, the
available allowed amount is equal to the sum of:

1. 100% of purchase payments not previously withdrawn and received at least
seven contract years before the date of withdrawal; plus

2. accumulated earnings not previously withdrawn.

Withdrawals will always be made first from your accumulated earnings, and then
from your premiums on a first-in first-out basis. This is done so that
accumulated earnings may be depleted with the first withdrawal and the 10% of
premiums discussed above is not used in the calculation of the allowed amount.
If an allowed amount is not withdrawn during a certificate year, it does not
carry over to the next certificate year. However, accumulated earnings, if any,
in your certificate value are always available as the allowed amount. No
withdrawals are allowed from to premiums made by a check which has not cleared.

Some certificate owners may hold certificates issued before 1995 which, when
originally issued, provided for an allowed amount which was equal to the sum of:

1. all premiums, not previously withdrawn and held more than seven
certificate years; plus

2. 10% of premiums held between one and seven certificate years not reduced
by any withdrawals made by the owner from such premiums.

Withdrawals will always be made first from your accumulated earnings, and then
from your purchase payments on a first-in first-out basis. This is done so that
accumulated earnings may be depleted with the first withdrawal and the 15% of
purchase payments discussed above is not used in the calculation of the allowed
amount. 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 your account value are always available as the allowed amount. No withdrawals
are allowed from purchase payments made by a check which has not cleared.

Some owners may hold contracts issued before 1995 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 than seven
contract years; plus

2. 10% of purchase payments held between one and seven contract years not
reduced by any withdrawals made by the owner from such 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 that applies
to these 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 you were eligible to withdraw the amount without
charge but had not made such a withdrawal during the contract year. In addition,
no contingent deferred sales load is charged:

1. upon annuitization after the first three contract years to an option
involving life contingencies; 2. upon payment of the death benefit;

3. upon transfers of account value among the sub-accounts and the guarantee
periods;

4. under the systematic withdrawal option; or,

5. 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 you.

The contingent deferred sales load arising from a withdrawal or surrender of the
contract will be waived if you receive 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 our service
center during the term of such care or within 90 days after the last day upon
which you received such extended care. This waiver of the contingent deferred
sales load may not be available in all states and does not apply if you are
receiving extended medical care in a licensed hospital or nursing care facility
at the time you 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 you are 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 our 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, we deduct 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. No account fee will be
deducted for a contract year if your account value exceeds $50,000 on the last
business day of the contract year or as of the date the contract is surrendered.
The account fee may be changed upon 30 days advance written notice to you. In no
event may this fee 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 you surrender your contract on other than the
end of a contract year, we will deduct the account fee in full at the time of
the surrender. The account fee will be deducted on a pro rata basis from each
sub-account in which the contract is invested at the time of such deduction or
from the fixed account if there are insufficient funds in the sub-accounts. If
the entire amount is in the fixed account, then the annual account fee will be
deducted on a pro rata basis from all guarantee periods

After the annuity date, we deduct an annual annuity fee of $30 in equal amounts
from each variable annuity payment made during the year. If monthly payments,
the amount paid per month will be $2.50. This fee will not be changed. No
annuity fee will be deducted from fixed annuity payments.

We also deduct 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 of0.15% of assets held in each sub-account. This
deduction is for administrative expenses attributable to the contracts and the
variable account which exceed the revenues received from the account fee, any
transfer fee, and any fee imposed for systematic withdrawals.

We have the ability to increase or decrease this charge, but the charge is
guaranteed not to exceed 0.25%. We 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

We impose a charge called the mortality and expense risk charge to compensate it
for bearing certain mortality and expense risks under the contracts. For
assuming these risks, we make a daily charge equal to 0.003403% 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. We guarantee that this charge of 1.25% will never increase.

The mortality and expense risk charge is reflected in the variable accumulation
or variable annuity unit values for each sub-account.

Variable accumulated values and variable annuity payments are not affected by
changes in actual mortality experience incurred by us. The mortality risks
assumed by us arise from our contractual obligations to make annuity payments
and to pay death benefits before the annuity date. The annuity payments are
determined in accordance with the annuity tables and other provisions contained
in the contract. Thus, as owner, you 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.

We also bear substantial risk in connection with the death benefit before the
annuity date, since it will pay a death benefit that may be greater than the
account value. In this way, we bear the risk of unfavorable experience in the
sub-accounts. The expense risk assumed by us a is the risk that our actual
expenses in administering the contract 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 us. Conversely, if this charge is more
than sufficient, any excess will be profit to us. Currently, we expect a profit
from this charge.

We anticipate 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 our general corporate
assets which may include amounts, if any, derived from the mortality and expense
risk charge.

Premium Taxes

We 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, we 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 us an amount equal to the premium taxes that
would otherwise be attributable to that entity's customers. In such cases, we
will not impose a premium tax charge on those contracts.

Transfer Fee

We charge a fee equal to the lesser of $10 or 2% of the amount of
transfer for each transfer in excess of 18 in a contract year. We reserve the
right to:

a) waive the transfer fee;

b) vary the number of transfers without charge, but not fewer than 12; or

c) not count transfers under certain options or services for purposes of the
allowed number without charge.

Currently, we do not charge a fee for automatic asset rebalancing.
However, we reserve the right to impose a nominal fee.

Systematic Withdrawal Option

We reserve 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 in equal installments from each
systematic withdrawal you take during a contract year.

Automatic Asset Rebalancing Option

We currently do not charge for automatic asset rebalancing, but we reserve the
right to impose a nominal fee for this feature in the future.

Taxes

Under present laws, we 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, we reserve 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 we determine 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. You can find
a complete description of the fees, expenses, and deductions from the portfolios
in the portfolios' prospectuses.

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
on page 21.

Sales in Special Situations

We may sell the contracts in special situations that are expected to involve
reduced expenses for us. These instances may include:

1. sales in certain group arrangements, such as employee savings plans;

2. sales to current or former officers, directors, employees and their families,
of Transamerica and its affiliates; 3. sales to officers, directors, employees
and their families, of the portfolios' investment advisers and their affiliates;
or

4. sales to officers, directors, employees and sales agents, including
registered representatives and their families, or broker-dealers and other
financial institutions that have sales agreements with us to sell the contracts.

In such situations:

1. the contingent deferred sales load may be reduced or waived;

2. the mortality and expense risk charge or administration charges may be
reduced or waived; or

3. certain amounts may be credited to the contract account value, for example,
amounts related to commissions or sales compensation otherwise payable to a
broker-dealer may be credited to the contract account value.

These reductions in fees or charges or credits to the account value will not
unfairly discriminate against any contract owner. These reductions in fees or
charges or credits to the account value are generally taxable and treated as
purchase payments for purposes of income tax and any possible premium tax c

DISTRIBUTION OF THE CONTRACT

Transamerica Securities Sales Corporation, also referred to as TSSC, is the
principal underwriter of the contracts under a Distribution Agreement with
Transamerica. 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 any affiliates of Transamerica. TSSC is an indirect
wholly-owned subsidiary of Transamerica Insurance Corporation. TSSC is
registered with the Commission as a broker/dealer and is a member of the
National Association of Securities Dealers, Inc., also known as the NASD. Its
principal offices are located at 1150 South Olive, 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 paid, 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 certain circumstances.

Transamerica Financial Resources, Inc., referred to as TFR, also is an
underwriter and distributor of the contracts. TFR is a wholly-owned subsidiary
of Transamerica Insurance Corporation of California and is registered with the
Commission and the NASD as a broker/dealer.

ANNUITY PAYMENTS

Annuity Date

Initially, you select the annuity date at the time you pay the initial purchase
payment. After that, you may change the annuity date from time to time by giving
notice to our service center in a form and manner acceptable to us. Our service
center must receive notice of each change at least 30 days before to the
then-current annuity date. The annuity date must not be earlier than the third
contract anniversary, except for certain qualified contracts.

The annuity date is the date that the annuity purchase amount is applied to
provide the annuity payments under the contract. The annuity date will be used
together with the annuity form and payment option you have selected. The annuity
date will remain effective unless the entire account value has been withdrawn or
the death benefit has been paid to the beneficiary before that date.

The latest annuity date which may be elected is the later of:

a) the first day of the calendar month immediately preceding the month of
the annuitant's 85th birthday; or

b) the first day of the month coinciding with or next following the tenth
contract anniversary.

This annuity date extension to the tenth contract anniversary may not be
available in all states. The annuity date must be the first day of a calendar
month. The first annuity payment will be on the first day of the month
immediately following the annuity date.

Annuity Payment

The annuity purchase amount is the account value, minus any interest adjustment,
minus any applicable contingent deferred sales load and minus any applicable
premium taxes. Any contingent deferred sales load will be waived if the annuity
form involves life contingencies and begins on or after the third contract
anniversary.

If the amount of the monthly annuity payment from of the payment options which
you select results in a monthly annuity payment of less than $150, or if the
annuity purchase amount is less than $5,000, we reserve the right to offer a
less frequent mode of payment or pay the account value in a cash payment.
Monthly annuity payments from the variable annuity payment option will further
be subject to a minimum monthly annuity amount of $75 from each sub-account of
the variable account from which such payments are made. You may choose from the
annuity forms below. We 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 and in some jurisdictions. We reserve the right to ask for
satisfactory proof of the annuitant's, or the joint or contingent annuitant's
age. We 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 will be greater for older annuitants than for younger
annuitants.

You 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, we have not
received a proper written election not to have federal income taxes withheld, we
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.

Election of Annuity Forms and Payment Options

Before the annuity date and while the annuitant is living, you may, by written
request, change the annuity form or annuity payment option or may request
payment of the cash surrender value of the contract. The request for change of
the annuity date or annuity payment option must be received by our service
center at least 30 days before the annuity date.

If you do not select an annuity form and payment option within at least 30 days
before the annuity date, we will make variable annuity payments according to 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,
will reflect the investment experience of the sub-account or sub-accounts chosen
by the owner.

You may elect a fixed annuity, a variable annuity, or a combination of both, in
25% increments of the annuity purchase amount. If you elect a combination, you
must specify what part of the annuity purchase amount is to be applied to the
fixed and variable payment options.

Unless you specify otherwise, the applied annuity purchase amount will be used
to provide a variable annuity. The initial allocation of variable annuity units
for the variable sub-accounts will be in proportion to the contract's value in
the sub-accounts on the annuity date.

Fixed Annuity Payment Option

A fixed annuity provides for annuity payments that remain constant according 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. 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 performance 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 you applied to the fixed annuity option. 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-accounts of the variable account.
The variable annuity purchase rate tables in the contract reflect an assumed,
but not guaranteed, annual interest rate of 4%, so if the actual net investment
performance of the sub-accounts 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-accounts 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 you select, and on
the allocations you make among the sub-accounts. For further details as to the
determination of variable annuity payments, see the Statement of Additional
Information.

Annuity Forms

You may choose any of the annuity forms described below. Subject to our
approval, you may also select any other annuity form then being offered by us.
You may select among any of the following contract choices:

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 the annuitant and the contingent
annuitant 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. we will need proof of age for the annuitant and 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. You may elect to have the
commuted value of these payments paid in a single sum. The commuted value is the
remaining amount of the period certain payments discounted at the then current
rate of interest used for such values.

If you do not elect to have the commuted value paid in a single sum after the
annuitant's death, you may designate a payee to receive any remaining payments
payable if the annuitant's beneficiary dies before all of the payments under the
period certain have been made.

If the annuitant's beneficiary dies before receiving all of the remaining period
certain payments and a designated payee does not survive the annuitant's
beneficiary for at least 30 days, then the remaining payments will be paid to
the owner, if living, otherwise in a single sum to the owner's estate.

The written request for this form must:

a) state the length of the period certain; and

b) name the annuitant's beneficiary.

4. Joint and Survivor Annuity Payments will be made, 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. We
will need proof of age for the joint annuitants before payments start.

5. Other Forms of Payment. Benefits can be provided under any other annuity form
not described in this section subject to our agreement and any applicable state
or federal law or regulation. Requests for any other annuity form must be made
in writing to our service center at least 30 days before the annuity date.

Once payments start under the annuity form and payment option you selected:

a) no changes can be made in the annuity form and payment option;

b) no additional purchase payments will be accepted under the contract; and c)
no further withdrawals will be allowed.

You 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 you specify.

If the contract is issued as a qualified contract, you 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 our current single premium
fixed annuity rates at the time, whichever would result in a higher amount of
monthly fixed annuity payments.

QUALIFIED CONTRACTS

The qualified contracts may be used to fund contributory and rollover IRAs and
Roth IRAs. With our prior approval, the qualified contracts may also be used for
various types of qualified pension and profit sharing plans under Code Section
401, which permits corporate employers to establish various types of retirement
plans for employees, and as Section 403(b) annuities. Currently, additional
premiums after the initial premium may not be made to certificates used as
Section 401(a) or Section 403(b) annuities. The tax rules applicable to
distribution from qualified retirement plans, including restrictions on
contributions and benefits, taxation of distributions, and any tax penalties,
vary according to the type of plan and the terms and the conditions of the plan
itself.

Various tax penalties may apply to:

a) contributions in excess of specified limits;

b) distributions before age 591/2, subject to certain exceptions;

c) distributions that do not satisfy specified requirements; and

d) certain other transactions subject to qualified plans.

If you are purchasing a contract for use in a qualified plan, you should seek
competent advice regarding the suitability of the proposed plan documents and
the contracts to their specific needs. We reserve the right to decline to sell
the contract to certain qualified plans or terminate the contract if, in our
judgment, the contract is not appropriate for the plan.

If a contract is purchased to fund an IRA or Roth IRA, you must also be the
annuitant. In addition, under current tax law, minimum distributions are
required from certain qualified contracts. You should consult your tax adviser
concerning these matters.

The Automatic Payout Option, or APO

Before to the annuity date, for qualified contract other than Roth IRAs, you may
elect the automatic payout option, or APO, to satisfy minimum distribution
requirements under Code Sections 401(a)(9), 403(b), and 408(b)(3).

For IRAs and SEP/IRAs, this may be elected no earlier than six months before the
calendar year in which you attain age 701/2, but payments may not begin earlier
than January of such calendar year. For other qualified contracts, APO can be
elected no earlier than six months before the later of when you:

a) attain age 701/2; and

b) retire from employment.

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.

You may elect APO in any calendar month, but no later than the month in which
you attain age 84. APO withdrawals will be from the sub-accounts and in the
percentage allocations which you specify. If no specifications are made,
withdrawals will be pro rata from all sub-accounts with value. Withdrawals can
not 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 you or
automatically terminated by us 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. However, if a partial withdrawal is taken,
that partial withdrawal and any subsequent withdrawals in that contract year
will be subject to a contingent deferred sales load to the extent they exceed
the allowed amount.

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-accounts 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 we will make calculations and
distributions from this contract only.

Restrictions under Section 403(b) Programs

Certain restrictions apply to annuity contracts used in connection Section
403(b) retirement plans. Code Section 403(b) provides for tax-deferred
retirement savings plans for employees of certain non-profit and educational
organizations.

According to the requirements of the Code, Section 403(b) annuities generally
may not permit distribution of:

a) elective contributions made in years beginning after December 31, 1988;

b) earnings on those contributions; or

c) 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. If you are concerned about these tax implications, you
should consult a competent tax adviser before initiating any transaction. This
discussion is based upon our understanding of the present federal income tax
laws as they are currently interpreted by the Internal Revenue Service, or
simply, the IRS. 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 IRS. Moreover, no attempt has been made to consider any
applicable state or other tax laws.

The contract may be purchased:

a) on a non-tax qualified basis for use as a non-qualified contract; or

b) purchased and used in connection with plans qualifying for special tax
treatment as a qualified contract.

Qualified contracts are designed for use by individuals solely as plans entitled
to special income tax treatment under Code Sections 401, 403(b), 408 and 408A.

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:

a) the type of retirement plan or arrangement for which the contract is
purchased;

b) the tax status of the individual concerned; or

c) our tax status.

In addition, certain requirements must be satisfied in purchasing a qualified
contract with proceeds from a tax qualified retirement plan or other
arrangement. Certain requirements must also be met when receiving distributions
from a qualified contract in order to continue receiving special tax treatment.
Therefore, if you are considering the purchase of a qualified contract, you
should seek competent legal and tax advice regarding the suitability of the
contract for your situation. You will also need to be aware of 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 also
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.

Purchase Payments

At the time the initial purchase payment is paid, as a prospective purchaser,
you must specify whether you are purchasing a non-qualified contract or a
qualified contract. If the initial purchase payment is derived from an exchange
or surrender of another annuity contract, we may require that you provide
information with regard to the federal income tax status of the previous annuity
contract. We will require you purchase separate contracts if you desire to
invest monies qualifying for different annuity tax treatment under the Code.

Each such separate contract would require the minimum initial purchase payment
previously described. Additional purchase payments under a contract must qualify
for the same federal income tax treatment as the initial purchase payment under
the contract. We 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.

Taxation of Annuities In General

Code Section 72 governs taxation of annuities in general. We believe that the
owner who is a natural person generally is not taxed on increases in the value
of a contract until distribution occurs by withdrawing all or part of the
account value, for example, through 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 during the taxable year. There are some exceptions to
this rule and a prospective owner that is not a natural person, for example, a
trust, 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. This portion is 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
apply to 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 adviser regarding deductibility of the unrecovered
amount.

Withholding

The Code requires us to withhold federal income tax from distributions under the
contracts. However, except for distributions from certain qualified contracts,
an owner will be entitled to elect, in writing, not to have tax withheld.
Withholding applies to the portion of a distribution which is includible in
income and subject to federal income tax, where the taxable amount is at least
$200. Some states also require withholding for state income taxes.

The withholding varies according to the type of distribution and the owner's tax
status. "Eligible rollover distributions" from Section 401(a) plans and Section
403(b) tax sheltered annuities are subject to mandatory federal income tax
withholding at the rate of 20%. An eligible rollover distribution is the taxable
portion of any distribution from such a plan, except for certain distributions,
such as minimum required distributions or settlement option payments made in a
specified form. The 20% mandatory withholding does not apply, however, if the
owner chooses a "direct rollover" from the plan to another tax-qualified plan or
to an IRA, other than a Roth IRA. The federal income tax withholding rate for a
distribution that is not an eligible rollover distribution is 10% of the taxable
amount of the distribution.

Penalty Tax

A federal income tax penalty equal to 10% of the amount treated as taxable
income may be imposed. 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
designated beneficiary.

Other tax penalties may apply to certain distributions under a qualified
contract.

Taxation of Death Benefit Proceeds

Amounts may be distributed from the contract because of the death of an owner or
the annuitant. Generally such amounts are includible in income 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 were 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 Code Section 72(s). 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.

Please note that Item b) is based on the following provisions:

1. the annuity must be distributed in substantially equal installments over the
life of the owner's beneficiary or over a period not extending beyond the life
expectancy of the owner's beneficiary; and

2. the distributions must not begin later than one year after the owner's date
of death.

Notwithstanding Items a) and b) above, if the sole owner's beneficiary is the
deceased owner's surviving spouse, then the surviving 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
before 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 us 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,
subject to the provisions described above.

Transfers, Assignments, or Exchanges of the Contract

A transfer of ownership of a non-qualified contract, the designation of an
annuitant, payee, or 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.

If you are contemplating any such designation, transfer, assignment, or
exchange, you 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, except as permitted by the Code or the Employee
Retirement Income Security Act of 1974, or simply ERISA.

Multiple Policies

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 Code Section 72(e). 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 an IRA or Roth IRA. With our prior
approval, the contract may also be used 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 before age 591/2, subject to certain exceptions;

* distributions that do not conform to specified commencement and minimum
distribution rules; and

* 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.

For qualified plans under Section 401(a), 403(a) and 403(b), the Code requires
that distributions generally must commence no later than the later of April 1 of
the calendar year following the calendar year in which the owner or plan
participant:

1. reaches age 701/2; or

2. retires and distribution must be made in a specified manner.

If the plan participant is a "5 percent owner" as defined in the Code,
distributions generally must begin no later than April 1 of the calendar year
following the calendar year in which the owner, or plan participant reaches, age
701/2.

For IRAs described in Section 408, distributions generally must commence no
later than the later of April 1 of the calendar year following the calendar year
in which the owner, or plan participant, reaches age 701/2. Roth IRAs under
Section 408A do not require distributions at any time before the owner's death.

Qualified Pension and Profit Sharing Plans

Code Section 401(a) 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. If you are buying 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,
Simplified Employee Plans and Roth
IRAs

The contract is designed for use with contributory and rollover IRAs and Roth
IRAs.

A contributory IRA is a contract in which initial and subsequent purchase
payments are subject to limitations imposed by the Code. Code Section 408
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
qualified plans may be rolled over, or transferred on a tax-deferred basis into
an IRA described in Code Section 408.

A Section 408 IRA is an IRA described in Sections 408(a) or 408(b), other than a
Roth IRA.

Earnings in an IRA are not taxed until distributed. IRA contributions are
limited each year to the lesser of $2,000 or 100% of the owner's compensation.
This includes earned income as defined in Code Section 401(c)(2) and may be
deductible in whole or in part depending on the individual's adjusted gross
income and whether or not the individual is considered an active participant in
a qualified plan. The limit on the amount contributed to an IRA does not apply
to distributions from certain other types of qualified plans that are rolled
over or transferred on a tax-deferred basis into an IRA.

Other than nondeductible contributions, amounts in the IRA are taxed when
distributed from the IRA. Distributions before age 591/2 are subject to a 10%
penalty tax, unless certain exceptions apply. Purchasers should seek competent
advice as to the suitability of the contract for use with IRAs.

Eligible employers that meet specified criteria under Code Section 408(k) could
establish simplified employee pension plans, also referred to as SEP-IRAs, for
their employees using IRAs. Employer contributions that may be made to such
plans are larger than the amounts that may be contributed to regular IRAs, and
may be deductible to the employer. SEP-IRAs are subject to certain Code
requirements regarding participation and amounts of contributions.

The contract may also be used with rollover Roth IRAs and contributory Roth
IRAs. A contributory Roth IRA is a contract to which initial and subsequent
purchase payments are subject to limitations imposed by the Code. Code Section
408A permits eligible individuals to contribute to an individual retirement
program known as a Roth IRA on a non-deductible basis. In addition,
distributions from a Section 408 IRA may be converted to a Roth IRA.

Distributions from a Roth IRA generally are not taxed, except that, once total
distributions exceed contributions to the Roth IRA, income tax and a 10% penalty
tax may apply to distributions made:

1. before age 591/2, subject to certain exceptions; or

2. during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA.

Purchasers should seek competent advice as to the suitability of the contract
for use with Roth IRAs. The sale of a contract for use with an IRA, SEP-IRA or
Roth IRA may be subject to special disclosure requirements of the Internal
Revenue Service. Purchasers of these contracts 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, SEP-IRA or Roth
IRA or their purchase.

Tax Sheltered Annuities

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 Social Security and
Medicare (FICA) taxes.

Code Section 403(b)(11) restricts the distribution under Code Section 403(b)
annuity contracts of:

* elective contributions made in years beginning after December 31, 1988;

* earnings on those contributions; or

* 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 591/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions may not be
distributed in the case of hardship.

Pre-1989 contributions and earnings through December 31, 1989 are not subject to
the restrictions described above. However, funds transferred to a qualified
contract from a Section 403(b)(7) custodial account will be subject to the
restrictions.

Restrictions under Qualified Policies

Other restrictions may apply 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. A qualified contract will be
amended as necessary to conform to the requirements of the Code.

Possible Changes in Taxation

Legislation has been proposed the in the past that, if enacted, would adversely
modify the federal taxation of certain insurance and annuity contracts. For
example, one proposal would tax transfers among investment options and tax
exchanges involving variable contracts. A second proposal would reduce the
investment in the contract under cash value life insurance and certain annuity
contracts by certain amounts, thereby increasing the amount of income for
purposes of computing gain. Although the likelihood of there being any changes
is uncertain, there is always the possibility that the tax treatment of the
contracts could be changed by legislation or other means. Moreover, it is also
possible that any change could be retroactive, that is, effective before the
date of the change. You should consult a tax adviser with respect to legislative
developments and their effect on the contract.

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 our understanding of current law and the
law may change. Federal gift and estate 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.

YEAR 2000 ISSUE

Many computer software systems in use today cannot distinguish the year 2000
from the year 1900 because dates are encoded using the standard six-place format
that allows entry of only the last two digits of the year. This is commonly
known as the "Year 2000 Problem".

Regarding our systems and software that administer the contracts, we believe
that our own internal systems will be Year 2000 ready. Additionally, we require
third party vendors that supply software or administrative services to us in
connection with the contract administration, to certify that such software
and/or services will be Year 2000 ready.

The "Year 2000 Problem" could adversely impact the portfolios if the computer
systems used by the portfolios' investment adviser, sub-adviser, custodian and
transfer agent (including service providers' systems) do not accurately process
date information on or after January 1, 2000. The investment advisers are
addressing this issue by testing the computer systems they use to ensure that
those systems will operate properly on or after January 1, 2000, and seeking
assurances from other service providers they use that their computer systems
will be adapted to address the "Year 2000 Problem" in time to prevent adverse
consequences on or after January 1, 2000. However, especially when taking into
account interaction with other systems, it is difficult to predict with
precision that there will be no disruption of services in connection with the
year 2000.

We continue to believe that we will achieve Year 2000 readiness. However, the
size and complexity of our systems and the need for them to interface with other
systems internally and with those of our customers, vendors, partners,
governmental agencies and other outside parties, creates the possibility that
some systems may experience Year 2000 problems. Although we believe we will be
properly prepared for the date change, we are also developing contingency plans
to minimize any potential disruptions to operations, especially from externally
interfaced systems over which we have limited or no control.

This issue could also adversely impact the value of the securities that the
portfolios invest in if the issuing companies' systems do not operate properly
on or after January 1, 2000, and this risk could be heightened for portfolios
that invest internationally. Refer to the prospectuses for the portfolios for
more information.

The above information is subject to the Year 2000 Readiness Disclosure Act. This
act may limit your legal rights in the event of a dispute.

LEGAL PROCEEDINGS

There is no pending material legal proceeding affecting the variable account.
Transamerica is involved in various kinds of routine litigation which, in
management's judgment, are not of material importance to Transamerica's assets
or to the variable account.

LEGAL MATTERS

The organization of Transamerica, its authority to issue the contracts and the
validity of the form of the contracts have been passed upon by James W. Dederer,
general counsel of Transamerica.

ACCOUNTANTS AND FINANCIAL
STATEMENTS

The consolidated financial statements of Transamerica at December 31, 1998 and
1997, and for each of the three years in the period ended December 31, 1998, and
and the financial statements of Separate Account VA-2L at December 31, 1998 and
for each of the three years in the period then ended appearing in the Statement
of Additional Information have been audited by Ernst & Young LLP, Independent
Auditors, as set forth in their reports appearing in the Statement of Additional
Information. The financial statements audited by Ernst & Young LLP have been
included in reliance upon such reports given upon the authority of such firm
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 before 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 to, and do not
intend to, hold annual or other regular meetings of shareholders.

AVAILABLE INFORMATION

Transamerica has filed a registration statement with the Securities and Exchange
Commission under the Securities Act of 1933 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. 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.

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

A Statement of Additional Information is available which contains more details
concerning the subjects discussed in this prospectus. The following is the table
of contents for that statement:

TABLE OF CONTENTS

Page
The Contract (page 23)
3
Dollar Cost Averaging (page 28)
3
Special Dollar Cost Averaging Option
3
Net Investment Factor
3
Annuity Period (page 29)
4
Variable Annuity Units and Payments
4
Variable Annuity Unit Value
4
Transfers After the Annuity Date
4
General Provisions
4
IRS Required Distributions
5
Non-Participating
5
Misstatement of Age or Sex
5
Proof of Existence and Age
5
Assignment
5
Annuity Data
5
Annual Report
5
Incontestability
5
Ownership
5
Entire Contract
6
Changes In the Contract
6
Protection of Benefits
6
Delay of Payments
6
Notices and Directions
7
Calculations of Yields and Total Returns (page 16)
7
Money Market Sub-Account Yield Calculations
7
Other Sub-Account Yield Calculations
7
Average Total Return Calculations
7
Adjusted Historical Performance Data
8
Other Performance Data
9
Historical Performance Data
9
General Limitations
9
Money Market Sub-Account Yields
10
Sub-Account Performance Figures Including
Adjusted Historical Performance

10
Since Commencement of Sub-Account
10
Since Commencement of Portfolio
12
Federal Tax Matters (page 43)
14
Taxation of Transamerica
14
Tax Status of the Policies
14
Distribution of the Contract (page 38)
15
Safekeeping of Variable Account Assets (page 15)
16
Transamerica (page 15)
16
General Information and History
16
State Regulation
16
Records and Reports
16
Financial Statements
17
Appendix
18
Accumulation Transfer Formula
18

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, which is 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).

<PAGE>
Appendix B

<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, 1998. The variable accumulation unit values and the number
of variable accumulation units outstanding for each sub-account for the periods
shown are as follows:

<PAGE>

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)
Accumulation Unit Value
<S> <C> <C> <C> <C> <C>
at Beginning of Period $1.021 $12.797 $13.225 $12.310 $39.620
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 2,678,280.492 167,686.797 137,252.898 86,752.856 138,557.449

Capital Appreciation Stock IndexSocially Responsible
Sub-Account Sub-Account Sub-Account
(Inception- (Inception (Inception-
4/5/93) 1/4/93) 10/7/93)
Accumulation Unit Value at
Beginning of Period $12.500 $15.310 $12.490
Accumulation Unit Value at
End of Period $13.160 $16.521 $13.364
Number of Accumulation Units
Outstanding at End of Period 237,733.021 93,536.733 26,089.826

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
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 $11.710 $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

Growth and Income International Equity
Sub-Account Sub-Account
Capital Appreciation Stock Index Socially Responsible (Inception (Inception
Sub-Account Sub-Account Sub-Account 12/15/94) 12/15/94)
Accumulation Unit Value
at Beginning of Period $13.160 $16.521 $13.364 $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

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
at Beginning of Period $1.048 $12.496 $12.672 $11.710 $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

Growth and Income International Equity
Sub-Account Sub-Account
Capital Appreciation Stock Index Socially Responsible (Inception (Inception
Sub-Account Sub-Account Sub-Account 1/5/95) 1/5/95)
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 2,077,029.504 977,271.816 295,077.936 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

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 $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 230,868.491 618,809.191 543,949.419

Year Ending December 31,1997
_________________________________________________________________________________________________________

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 $1.132 $11.682 $14.911 $14.142 $58.773
Accumulation Unit Value
at End of Period $1.175 $14.185 $15.736 $15.260 $67.668
Number of Accumulation
Units Outstanding
at End of Period 42,660,950.364 2,649,561.005 1,350,865.031 4,020,220.452 2,954,842.907

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 $21.802 $26.791 $21.221 $23.131 $14.267
Accumulation Unit Value
at End of Period $27.532 $35.128 $26.879 $26.509 $15.422
Number of Accumulation
Units Outstanding
at End of Period 6,447,159.634 3,357,236.245 1,335,814.063 7,480,387.355 2,176,230.247

Limited Term
High Income Balanced
International Value Disciplined Stock Small Company Stock Sub-Account Sub-Account
Sub-Account Sub-Account Sub-Account (Inception 5/1/97)(Inception 5/1/97)
Accumulation Unit Value
at Beginning of Period $10.244 $11.776 $10.772 $10.000 $10.000
Accumulation Unit Value
at End of Period $10.982 $15.272 $12.935 $10.852 $11.738
Number of Accumulation
Units Outstanding
at End of Period 1,047,389.002 2,278,146.352 1,604,089.554 2,424,231.798 647,855.304

Year Ending December 31,1998
_________________________________________________________________________________________________________

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 $1.175 $14.185 $15.736 $15.260 $67.668
Accumulation Unit Value
at End of Period $1.22 $16.19 $16.65 $15.88 $64.44
Number of Accumulation
Units Outstanding
at End of Period 53,939,642.1962,764,173.241 1,263,163.357 5,030,446.431 2,615,765.058

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 $27.532 $35.128 $26.879 $26.509 $15.422
Accumulation Unit Value
at End of Period $35.36 $44.42 $34.30 $29.23 $15.89
Number of Accumulation
Units Outstanding
at End of Period 8,121,246.029 4,443,711.383 1,744,708.001 7,270,897.3962,456,885.911

Limited Term
High Income Balanced
International Value Disciplined Stock Small Company Stock Sub-Account Sub-Account
Sub-Account Sub-Account Sub-Account (Inception 5/1/97)(Inception 5/1/97)
Accumulation Unit Value
at Beginning of Period $10.982 $15.272 $12.935 $10.852 $11.738
Accumulation Unit Value
at End of Period $11.78 $19.09 $11.99 $10.73 $14.16
Number of Accumulation
Units Outstanding
at End of Period 1,380,692.935 4,753,022.290 2,111,028.689 6,458,312.119 2,280,501.753

Transamerica Growth Cash Value MidCap Stock
Sub-Account Sub-Account Sub-Account
Accumulation Unit Value
at Beginning of Period N/A N/A N/A
Accumulation Unit Value
at End of Period $11.35 $9.29 $9.63
Number of Accumulation
Units Outstanding
at End of Period 1,634,054.907 95,759.521 467,292.833

</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.

<PAGE>

Appendix C

DEFINITIONS

Account: The account established and maintained under the contract to which your
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 the contract has been issued, except upon the
annuitant's death before 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 or owners; 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. Monthly annuity payments will start the first day of the month
immediately following the annuity date. Unless the annuity date is changed as
allowed by the contract, 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 amount applied as a single purchase payment to
provide an annuity under the annuity form and payment options available under
the contract. The annuity purchase amount is equal to the account value, less
any applicable contingent deferred sales load, and less any applicable premium
taxes. In determining the annuity purchase amount, Transamerica will waive the
contingent deferred sales load if the annuity form 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
the account value, less the account fee, less any applicable contingent deferred
sales load, and less 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. A contingent annuitant may be designated only if the
owner is not also the annuitant. The contingent annuitant may be changed at any
time by the owner while the annuitant is living and before the annuity date.

Contingent Deferred Sales Load: A charge equal to a percentage of premiums
withdrawn from the certificate that are less than seven years old. See
Contingent Deferred Sales Load/Surrender Charge on page 34 for the specific
percentages.

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 first contract anniversary and each twelve month period
thereafter. The first contract year for any particular net purchase payment is
the contract year in which the purchase payment is received by the service
center.

Expiration Date: The last day of a guarantee period.

Fixed Account: The fixed account contains one or more guarantee periods to which
all or portions of net purchase payments and transfers may be allocated. The
fixed account assets are general assets of the company and are distinguishable
from those allocated to a separate account of the company.

Fixed Accumulated Value: The total dollar amount of all guarantee amounts held
under the fixed account for the contract before 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, The Dreyfus
Socially Responsible Growth Fund, Inc., Dreyfus Investment Portfolios and
Transamerica Variable Insurance Fund, Inc., in which the variable account
currently invests.

Guarantee Amount: An amount 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 fee; 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.

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 that does not receive favorable tax treatment
under the Code.

Owner or Joint Owners: The person or persons who, while living, control all
rights and benefits under the contract. Joint owners own the contract equally
with the 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 provision. Joint owners must be
husband and wife as of the contract date (except in Pennsylvania). Qualified
contracts may not 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 or any
one of the portfolios of Dreyfus Investment Portfolios or the Growth Portfolio
of Transamerica Variable Insurance Fund, Inc., 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 us. Qualified Contract: A contract issued in
connection with a retirement plan or program.

Receipt: Receipt and acceptance by us at our 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 31728,
Charlotte, North Carolina 28231-1728 and at telephone (800) 258-4261.

Source Account: A sub-account of the variable account or the fixed account, as
permitted, from which dollar cost averaging transfers are being made.

Sub-Account: A subdivision of the variable account investing solely in shares of
one of the portfolios.

Surrender Charge: See Contingent Deferred Sales Load.

Valuation Day: Any day the New York Stock Exchange is open for trading.

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
before the annuity date. The variable accumulated value before 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 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) reductions for the
annual account fee deducted on the last business day of each contract year; plus
or minus (f) amounts transferred to or from the fixed account; less (g) any
applicable transfer fees; and less (h) withdrawals from the sub-accounts.

Variable Accumulation Unit: A unit of measure used to determine the account
value before 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.

Withdrawals: Refers to partial withdrawals, full surrenders, and systematic
withdrawals that are paid in cash to the owner, person or persons specified by
the owner.

Written Notice or Written Request: A notice or request in writing by the owner
to our service center. Such a request must contain original signatures; no
carbons or photocopies will be accepted. We reserve the right to accept a
facsimile copy.

Appendix D

Transamerica Life Insurance and Annuity Company

DISCLOSURE STATEMENT
for Individual Retirement Annuities

The following information is being provided to you, the owner, in accordance
with the requirements of the Internal Revenue Service (IRS). This Disclosure
Statement contains information about opening and maintaining an Individual
Retirement Account or Annuity (IRA), and summarizes some of the financial and
tax consequences of establishing an IRA.

Part I of this Disclosure Statement discusses Traditional IRAs, while Part II
addresses Roth IRAs. Because the tax consequences of the two categories of IRAs
differ significantly, it is important that you review the correct part of this
Disclosure Statement to learn about your particular IRA. This Disclosure
Statement does not discuss Education IRAs or SIMPLE-IRAs, except as necessary in
the context of discussing other types of IRAs.

Your Transamerica Life Insurance and Annuity Company's Individual Retirement
Annuity, also referred to as a Transamerica Life IRA Contract has been approved
as to form by the IRS. In addition, we are using an IRA and a Roth IRA
Endorsement based on the IRS-approved text. Please note that IRS approval
applies only to the form of the contract and does not represent a determination
of the merits of such IRA contract.

It may be necessary for us to amend your Transamerica Life IRA or Roth IRA
Contract in order for us to obtain or maintain IRS approval of its tax
qualification. In addition, laws and regulations adopted in the future may
require changes to your contract in order to preserve its status as an IRA. We
will send you a copy of any such amendment.

No contribution to a Transamerica Life IRA will be accepted under a SIMPLE plan
established by any employer pursuant to Internal Revenue Code Section 408(p). No
transfer or rollover of funds attributable to contributions made by an employer
to your SIMPLE IRA under the employer's SIMPLE plan may be transferred or rolled
over to your Transamerica Life IRA before the expiration of the two year period
beginning on the date you first participated in the employer's SIMPLE plan. In
addition, depending on the annuity contract you purchased, contributory IRAs may
or may not be available.

This Disclosure Statement includes the non-technical explanation of some of the
changes made by the Tax Reform Act of 1986 applicable to IRAs and more recent
changes made by the Small Business Job Protection Act of 1996, the Health
Insurance Portability and Accountability Act of 1996, the Tax Relief Act of 1997
and the IRS Restructuring and Reform Act of 1998.

The information provided applies to contributions made and distributions
received after December 31, 1986, and reflects the relevant provisions of the
Code as in effect on January 1, 1999. This Disclosure Statement is not intended
to constitute tax advice, and you should consult a tax professional if you have
questions about your own circumstances.

Revocation of Your IRA or Roth IRA

You have the right to revoke your Traditional IRA or Roth IRA issued by us
during the seven calendar day period following its establishment. The
establishment of your Traditional IRA or Roth IRA contract will be the contract
effective date. This seven day calendar period may or may not coincide with the
free look period of your contract.

In order to revoke your Traditional IRA or Roth IRA, you must notify us in
writing and you must mail or deliver your revocation to us postage prepaid, at:
401 North Tryon Street, Charlotte, NC 28202. The date of the postmark, or the
date of certification or registration if sent by certified or registered mail,
will be considered your revocation date. If you revoke your Traditional IRA or
Roth IRA during the seven day period, an amount equal to your premium will be
returned to you without any adjustment.

Definitions

Code - Internal Revenue Code of 1986, as amended, and regulations issued
thereunder.

Contributions - Purchase payments paid to your contract.

Contract - The annuity policy, certificate or contract which you purchased.

Compensation - For purposes of determining allowable contributions, the term
compensation includes all earned income, including net earnings from
self-employment and alimony or separate maintenance payments received under a
decree of divorce or separate maintenance and includable in your gross income,
but does not include deferred compensation or any amount received as a pension
or annuity.

Regular Contributions - In General

As is more fully discussed below, for 1998 and later years, the maximum total
amount that you may contribute for any tax year to your regular IRAs and your
regular Roth IRAs combined is $2,000, or if less, your compensation for that
year. Once you attain age 701/2, this limit is reduced to zero only for your
regular IRAs, not for your Roth IRAs, but the separate limit on Roth IRA
contributions can be reduced to zero for taxpayers with adjusted gross income,
also referred to as AGI, above certain levels, as described below in Part II,
Section 1. While your Roth IRA contributions are never deductible, your regular
IRA contributions are fully deductible, unless you, or your spouse, is an active
participant in some form of tax-qualified retirement plan for the tax year. In
the latter case, any deductible portion of your regular IRA contributions for
each year is subject to the limits that are described below in Part I, Section
2, and any remaining regular IRA contributions for that year must be reported to
the IRS as nondeductible IRA contributions, along with your Roth IRA
contributions.

IRA PART I: TRADITIONAL IRAs

The rules that apply to a Traditional Individual Retirement Account or Annuity,
which is referred to in this Disclosure Statement simply as an "IRA" or as a
"Traditional IRA" and which includes a regular or Spousal IRA and a rollover
IRA, generally also apply to IRAs under Simplified Employee Pension plans or
SEP-IRAs, unless specific rules for SEP-IRAs are stated.

1. Contributions

(a) Regular IRA. Regular IRA contributions must be in cash and are subject to
the limits described above. Such contributions are also subject to the minimum
amount under the Transamerica IRA contract. In addition, any of your regular
contributions to an IRA for a tax year must be made by the due date, not
including extensions, for your federal tax return for that tax year. See also
Part II, Section 4 below about recharacterizing IRA and Roth IRA contributions
by such date.

(b) Spousal IRA. If you and your spouse file a joint federal income tax return
for the taxable year and if your spouse's compensation, if any, includable in
gross income for the year is less than the compensation includable in your gross
income for the year, you and your spouse may each establish your own separate
regular IRA, and Roth IRA, and may make contributions to such IRAs for your
spouse that are not limited by your spouse's lower amount of compensation.
Instead, the limit for the total contribution to spousal IRAs that can be made
by you or your spouse for the tax year is:

1. $2,000; or

2. if less, the total combined compensation for both you and your spouse reduced
by any deductible IRA contributions and any Roth IRA contributions for such
year.

As with any regular IRA contributions, those for your spouse cannot be made for
any tax year in which your spouse has attained age 701/2, must be in cash, and
must be made by the due date, not including extensions, for your federal income
tax return for that tax year.

(c) Rollover IRA. Rollover contributions to a Traditional IRA are unlimited in
dollar amount. These can include rollover contributions of eligible
distributions received by you from another Traditional IRA or tax-qualified
retirement plan. Generally, any distribution from a tax-qualified retirement
plans, such as a pension or profit sharing plan, Code Section 401(k) plan, H.R.
10 or Keogh plan, or a Traditional IRA can be rolled over to a Traditional IRA
unless it is a required minimum distribution as discussed below in Part I,
Section 4(a) or it is part of a series of payments to be paid to you over your
life, life expectancy or a period of at least 10 years. In addition,
distributions of "after-tax" plan contributions, i.e., amounts which are not
subject to federal income tax when distributed from a tax-qualified retirement
plan, are not eligible to be rolled over to an IRA. If a distribution from a
tax-qualified plan or a Traditional IRA is paid to you and you want to roll over
all or part of the eligible distributed amount to a Transamerica Life
Traditional IRA, the rollover must be accomplished within 60 days of the date
you receive the amount to be rolled over. However, you may roll over any amount
from one Traditional IRA into another Traditional IRA only once in any 365-day
period.

A timely rollover of an eligible distributed amount that has been paid to you
directly will prevent its being taxable to you at the time of distribution; that
is, none of it will be includable in your gross income until you withdraw some
amount from your rollover IRA. However, any such distribution directly to you
from a tax-qualified retirement plan is generally subject to a mandatory 20%
withholding tax.

By contrast, a direct transfer from a tax-qualified retirement plan to a
Traditional IRA is considered a "direct" rollover and is not subject to any
mandatory withholding tax, or other federal income tax, upon the direct
transfer. If you elect to make such a "direct" rollover from a tax-qualified
plan to a Transamerica Life Traditional IRA, the transferred amount will be
deposited directly into your rollover IRA.

Strict limitations apply to rollovers, and you should seek competent tax advice
in order to comply with all the rules governing rollovers.

(d) Direct Transfers from another Traditional IRA. You may make an initial or
subsequent contribution to your Transamerica Life Traditional IRA by directing
the fiduciary or issuer of any of your existing IRAs to make a direct transfer
of all or part of such IRAs in cash to your Transamerica Life Traditional IRA.
Such a direct transfer between Traditional IRAs is not considered a rollover ,
e.g., for purposes of the 1-year waiting period or withholding.

(e) Simplified Employee Pension Plan, or SEP-IRA. If an IRA is established that
meets the requirements of a SEP-IRA, generally your employer may contribute an
amount not to exceed the lesser of 15% of your includable compensation ($160,000
for 1999, adjusted for inflation thereafter) or $30,000, even after you attain
age 701/2. The amount of such contribution is not includable in your income for
federal income tax purposes. In the case of a SEP-IRA that has a grandfathered
qualifying form of salary reduction, referred to as a SARSEP, that was
established by an employer before 1997, generally any employee, including a
self-employed individual, who:

1. has worked for the employer for 3 of the last 5 preceding tax years;

2. is at least age 21; and

3. has received from the employer compensation of at least $400 for the current
tax year, adjusted for inflation after 1999.

is eligible to make a before tax salary reduction contribution to the SARSEP for
the current tax year of up to $10,000, adjusted for inflation after 1998,
subject to the overall limits for SEP-IRA contributions.

Your employer is not required to make a SEP-IRA contribution in any year nor
make the same percentage contribution each year. But if contributions are made,
they must be made to the SEP-IRA for all eligible employees and must not
discriminate in favor of highly compensated employees. If these rules are not
met, any SEP-IRA contributions by the employer could be treated as taxable to
the employees and could result in adverse tax consequences to the participating
employee. For further details about SARSEPs and SEP-IRAs, e.g., for computing
contribution limits for self-employed individuals, see IRS Publication 590, as
indicated below.

(f) Responsibility of the Owner. Contributions, rollovers, or transfers to any
IRA must be made in accordance with the appropriate sections of the Code. It is
your full and sole responsibility to determine the tax deductibility of any
contribution to your Traditional IRA, and to make such contributions in
accordance with the Code. Transamerica does not provide tax advice, and assumes
no liability for the tax consequences of any contribution to your Transamerica
Life Traditional IRA.

2. Deductibility of Contributions for a Regular IRA

(a) General Rules. The deductible portion of the contributions made to the
regular IRAs for you, or your spouse, for a tax year depends on whether you, or
your spouse, is an "active participant" in some type of a tax-qualified
retirement plan for such year, as described in Section 2(b) immediately below.

If you and your spouse file a joint return for a tax year and neither of you is
an active participant for such year, then the permissible contributions to the
regular IRAs for each of you are fully deductible up to $2,000 each, i.e., your
combined deductible IRA contribution limit for the tax year could be $4,000.

Similarly, if you are not married, or treated as such, for the tax year and you
are not an active participant for such year, the permissible contributions to
your regular IRAs for the tax year are fully deductible up to $2,000. For
instance, if you and your spouse file separate returns for the tax year and you
did not live together at any time during such tax year, then you are treated as
unmarried for such year, and if you were not an active participant for the tax
year, then your deductible limit for your regular IRA contribution is $2,000,
even if your spouse was an active participant for such year.

If you are an active participant for the tax year, then your $2,000 limit is
subject to a phase-out rule if your AGI for such year exceeds a Threshold Level,
depending on your tax filing status and the calendar year. If, however, you are
not an active participant for the tax year but your spouse is, then your $2,000
limit is subject to the phase-out rule only if your AGI exceeds a higher
Threshold Level. See Part I, Section 2(c), below.

(b) Active Participant. You are an "active participant" for a year if you
participate in some type of tax-qualified retirement plan. For example, if you
participate in a qualified pension or profit sharing plan, a Code Section 401(k)
plan, certain government plans, a tax-sheltered arrangement under Code Section
403, a SIMPLE plan or a SEP-IRA plan, you are considered to be an active
participant. Your Form W-2 for the year should indicate your participation
status.

(c) Adjusted Gross Income, also referred to as AGI. If you are an active
participant, you must look at your AGI for the year, or if you and your spouse
file a joint tax return, you use your combined AGI, to determine whether you can
make a deductible IRA contribution for that taxable year. The instructions for
your tax return will show you how to calculate your AGI for this purpose. If you
are at or below a certain AGI level, called the Threshold Level, you are treated
as if you were not an active participant and you can make a deductible
contribution under the same rules as a person who is not an active participant.

If you are an active participant for the tax year, then your Threshold Level
depends upon whether you are a married taxpayer filing a joint tax return, an
unmarried taxpayer, or a married taxpayer filing a separate tax return. If you
are a married taxpayer but file a separate tax return, the Threshold Level is
$0. If you are a married taxpayer filing a joint tax return, or an unmarried
taxpayer, your Threshold Level depends upon the taxable year, and can be
determined using the appropriate table below:

Married Filing Jointly Unmarried

Taxable Threshold Taxable Threshold
Year Level Year Level

1998 $50,000 1998 $30,000
1999 $51,000 1999 $31,000
2000 $52,000 2000 $32,000
2001 $53,000 2001 $33,000
2002 $54,000 2002 $34,000
2003 $60,000 2003 $40,000
2004 $65,000 2004 $45,000
2005 $70,000 2005 and
2006 $75,000 thereafter $50,000
2007 and
thereafter $80,000

Beginning in 1998, if you are not an active participant for the tax year but
your spouse is, and you are not treated as unmarried for filing purposes, then
your Threshold Level is $150,000.

If your AGI is less than $10,000 above your Threshold Level, or $20,000 for
married taxpayers filing jointly for the taxable year beginning on or after
January 1, 2007, you will still be able to make a deductible contribution, but
it will be limited in amount. The amount by which your AGI exceeds your
Threshold Level is called your Excess AGI. The Maximum Allowable Deduction is
$2,000, even for Spousal IRAs. You can calculate your Deduction Limit as
follows:

10,000 - Excess AGI x Maximum Allowable Deduction = Deduction Limit 10,000

For taxable years beginning on or after January 1, 2007, married taxpayers
filing jointly should substitute 20,000 for 10,000 in the numerator and
denominator of the above equation.

You must round up any computation of the Deduction Limit to the next highest $10
level, that is, to the next highest number which ends in zero. For example, if
the result is $1,525, you must round it up to $1,530. If the final result is
below $200 but above zero, your Deduction Limit is $200. Your Deduction Limit
cannot in any event exceed 100% of your compensation.

3. Nondeductible Contributions to Regular IRAs

The amounts of your regular IRA contributions which are not deductible will be
nondeductible contributions to such IRAs. You may also choose to make a
nondeductible contribution to your regular IRA, even if you could have deducted
part or all of the contribution. Interest or other earnings on your regular IRA
contributions, whether from deductible or nondeductible contributions, will not
be taxed until taken out of your IRA and distributed to you.

If you make a nondeductible contribution to an IRA, you must report the amount
of the nondeductible contribution to the IRS as a part of your tax return for
the year, e.g., on Form 8606.

4. Distributions

(a) Required Minimum Distributions, or simply, RMD. Distributions from your
Traditional IRAs must be made or begin no later than April 1 of the calendar
year following the calendar year in which you attain age 701/2, the required
beginning date. You may take RMDs from any Traditional IRA you maintain, but not
from any Roth IRA, as long as:

a) distributions begin when required;

b) distributions are made at least once a year; and

c) the amount to be distributed is not less than the minimum required under
current federal tax law.

If you own more than one Traditional IRA, you can choose whether to take your
RMD from one Traditional IRA or a combination of your Traditional IRAs. A
distribution may be made at once in a lump sum, as qualifying partial
withdrawals or as qualifying settlement option payments. Qualifying partial
withdrawals and settlement option payments must be made in equal or
substantially equal amounts over:

a) your life or the joint lives of you and your beneficiary; or

b) a period not exceeding your life expectancy, as redetermined annually under
IRS tables in the income tax regulations, or the joint life expectancy of you
and your beneficiary, as redetermined annually, if that beneficiary is your
spouse.

Also, special rules may apply if your designated beneficiary, other than your
spouse, is more than ten years younger than you.

If qualifying settlement option payments start before the April 1 following the
year you turn age 701/2, then the annuity date of such settlement option
payments will be treated as the required beginning date for purposes of the RMD
provisions, above, and the death benefit provisions, below.

If you die before the entire interest in your Traditional IRAs is distributed to
you, but after your required beginning date, the entire interest in your
Traditional IRAs must be distributed to your beneficiaries at least as rapidly
as under the method in effect at your death. If you die before your required
beginning date and if you have a designated beneficiary, distributions to your
designated beneficiary can be made in substantially equal installments over the
life or life expectancy of the designated beneficiary, beginning by December 31
of the calendar year that is one year after the year of your death. Otherwise,
if you die before your required beginning date and your surviving spouse is not
your designated beneficiary, distributions must be completed by December 31 of
the calendar year that is five years after the year of your death.

If your designated beneficiary is your surviving spouse, and you die before your
required beginning date, your surviving spouse can become the new
owner/annuitant and can continue the Transamerica Life Traditional IRA on the
same basis as before your death. If your surviving spouse does not wish to
continue the contract as his or her IRA, he or she may elect to receive the
death benefit in the form of qualifying settlement option payments in order to
avoid the 5-year rule. Such payments must be made in substantially equal amounts
over your spouse's life or a period not extending beyond his or her life
expectancy. Your surviving spouse must elect this option and begin receiving
payments no later than the later of the following dates:

a) December 31 of the year following the year you died; or

b) December 31 of the year in which you would have reached the required
beginning date if you had not died.

Either you or, if applicable, your beneficiary, is responsible for assuring that
the RMD is taken in a timely manner and that the correct amount is distributed.

(b) Taxation of IRA Distributions. Because nondeductible Traditional IRA
contributions are made using income which has already been taxed, that is, they
are not deductible contributions, the portion of the Traditional IRA
distributions consisting of nondeductible contributions will not be taxed again
when received by you. If you make any nondeductible contributions to your
Traditional IRAs, each distribution from any of your Traditional IRAs will
consist of a nontaxable portion, return of nondeductible contributions, and a
taxable portion, return of deductible contributions, if any, and earnings.

Thus, if you receive a distribution from any of your Traditional IRAs and you
previously made deductible and nondeductible contributions to such IRAs, you may
not take a Traditional IRA distribution which is entirely tax-free. The
following formula is used to determine the nontaxable portion of your
distributions for a taxable year.

Remaining nondeductible contributions

Divided by

Year-end total adjusted Traditional IRA balances

Multiplied by

Total distributions
for the year

Equals:

Nontaxable distributions
for the year

To figure the year-end total adjusted Traditional IRA balance, you must treat
all of your Traditional IRAs as a single Traditional IRA. This includes all
regular IRAs, as well as SEP-IRAs, SIMPLE IRAs and Rollover IRAs, but not Roth
IRAs. You also add back to your year-end total Traditional IRA balances,
specifically the distributions taken during the year from your Traditional IRAs.
Please refer to IRS Publication 590, Individual Retirement Arrangements for
instructions, including worksheets, that can assist you in these calculations.
Transamerica Life Insurance and Annuity Company will report all distributions
from your Transamerica Traditional IRA to the IRS as fully taxable income to
you.

Even if you withdraw all of the assets in your Traditional IRAs in a lump sum,
you will not be entitled to use any form of lump sum treatment or income
averaging to reduce the federal income tax on your distribution. Also, no
portion of your distribution qualifies as a capital gain. Moreover, any
distribution made before you reach age 591/2, may be subject to a 10% penalty
tax on early distributions, as indicated below.

(c) Withholding. Unless you elect not to have withholding apply, federal income
tax will be withheld from your Traditional IRA distributions. If you receive
distributions under a settlement option, tax will be withheld in the same manner
as taxes withheld on wages, calculated as if you were married and claim three
withholding allowances. If you are receiving any other type of distribution, tax
will be withheld in the amount of 10% of the distribution. If payments are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to Transamerica that you are not a U. S. citizen
residing abroad or a tax avoidance expatriate as defined in Code Section 877.
Such certification may result in mandatory withholding of federal income taxes
at a different rate.

5. Penalty Taxes

(a) Excess Contributions. If at the end of any taxable year the total regular
IRA contributions you made to your Traditional IRAs and your Roth IRAs, other
than rollovers or transfers, exceed the maximum allowable deductible and
nondeductible contributions for that year, the excess contribution amount will
be subject to a nondeductible 6% excise penalty tax. Such penalty tax cannot
exceed 6% of the value of your IRAs at the end of such year.

However, if you withdraw the excess contribution, plus any earnings on it,
before the due date for filing your federal income tax return, including
extensions, for the taxable year in which you made the excess contribution, the
excess contribution will not be subject to the 6% penalty tax. The amount of the
excess contribution withdrawn will not be considered an early distribution, nor
otherwise be includible in your gross income if you have not taken a deduction
for the excess amount. However, the earnings withdrawn will be taxable income to
you and may be subject to the 10% penalty tax on early distributions.
Alternatively, excess contributions for one year may be withdrawn in a later
year or may be carried forward as regular IRA contributions in the following
year to the extent that the excess, when aggregated with your regular IRA
contributions, if any, for the subsequent year, does not exceed the maximum
allowable deductible and nondeductible amount for that year. The 6% excise tax
will be imposed on excess contributions in each subsequent year they are neither
returned to you nor applied as permissible regular IRA contributions for such
year.

(b) Early Distributions. Since the purpose of an IRA is to accumulate funds for
retirement, your receipt or use of any portion of your IRA before you attain age
591/2 constitutes an early distribution subject to a 10% penalty tax unless the
distribution occurs as a result of your death or disability or is part of a
series of substantially equal payments made over your life expectancy or the
joint life expectancies of you and your beneficiary, as determined from IRS
tables in the income tax regulations.

Also, the 10% penalty tax will not apply if distributions are used to pay for
medical expenses in excess of 7.5% of your AGI or if distributions are used to
pay for health insurance premiums for you, your spouse and/or your dependents if
you are an unemployed individual who is receiving unemployment compensation
under federal or state programs for at least 12 consecutive weeks. Effective for
distributions made in 1998 or later, the 10% penalty tax also will not apply to
an early distribution made to pay for certain qualifying first-time homebuyer
expenses of you or certain family members, or for certain qualifying higher
education expenses for you or certain family members.

First-time homebuyer expenses must be paid within 120 days of the distribution
from the IRA and include up to $10,000 of the costs of acquiring, constructing,
or reconstructing a principal residence, including any usual or reasonable
settlement, financing or other closing costs. Higher education expenses include
tuition, fees, books, supplies, and equipment required for enrollment,
attendance, and room and board at a post-secondary educational institution. The
amount of an early distribution, excluding any nondeductible contribution
included therein, is includable in your gross income and may be subject to the
10% penalty tax unless you transfer it to another IRA as a qualifying rollover
contribution.

(c) Failure To Satisfy RMD. If the RMD rules described above in Part I, Section
4(a) apply to you and if the amount distributed during a calendar year is less
than the minimum amount required to be distributed, you will be subject to a
penalty tax equal to 50% of the excess of the amount required to be distributed
over the amount actually distributed.

(d) Policy Loans and Prohibited Transactions. If you or any beneficiary engage
in any prohibited transaction, such as any sale, exchange or leasing of any
property between you and the Traditional IRA, or any interference with the
independent status of such IRA, the Traditional IRA will lose its tax exemption
and be treated as having been distributed to you. The value of the entire
Traditional IRA, excluding any nondeductible contributions included therein,
will be includable in your gross income; and, if at the time of the prohibited
transaction you are under age 591/2, you may also be subject to the 10% penalty
tax on early distributions, as described above in Part I, Section 5(b).

If you borrow from or pledge your Traditional IRA, or your benefits under the
contract, as security for a loan, the portion borrowed or pledged as security
will cease to be tax-qualified, the value of that portion will be treated as
distributed to you, and you will have to include the value of the portion
borrowed or pledged as security in your income that year for federal tax
purposes. You may also be subject to the 10% penalty tax on early distributions.

(e) Overstatement or Understatement of Nondeductible Contributions. If you
overstate your nondeductible Traditional IRA contributions on your federal
income tax return, without reasonable cause, you may be subject to a reporting
penalty. Such a penalty also applies for failure to file any form required by
the IRS to report nondeductible contributions. These penalties are in addition
to any ordinary income or penalty taxes, interest, and penalties for which you
may be liable if you underreport income upon receiving a distribution from your
Traditional IRA. See Part I, Section 4(b) above for the tax treatment of such
distributions. IRA PART II: ROTH IRAs

1. Contributions

(a) Regular Roth IRA. You may make contributions to a regular Roth IRA in any
amount up to the contribution limits described in Part II, Section 3, below.
Such contributions are also subject to the minimum amount under the Transamerica
Life Roth IRA contract. Such contribution must be in cash. Your contribution for
a tax year must be made by the due date, not including extensions, for your
federal income tax return for that tax year. Unlike Traditional IRAs, you may
continue making Roth IRA contributions after reaching age 701/2 to the extent
that your AGI does not exceed the levels described below.

(b) Spousal Roth IRA. If you and your spouse file a joint federal income tax
return for the taxable year and if your spouse's compensation, if any,
includable in gross income for the year is less than the compensation includable
in your gross income for the year, you and your spouse may each establish your
own individual Roth IRA and may make contributions to those Roth IRAs in
accordance with the rules and limits for contributions contained in the Code,
which are described in Part II, Section 3, below. Such contributions must be in
cash. Your contribution to a Spousal Roth IRA for a tax year must be made by the
due date, not including extensions, for your federal income tax return for that
tax year.

(c) Rollover Roth IRA. You may make contributions to a Rollover Roth IRA within
60 days after receiving a distribution from an existing Roth IRA, subject to
certain limitations discussed in Part II, Section 3, below.

(d) Transfer Roth IRA. You may make an initial or subsequent contribution to
your Transamerica Life Roth IRA by directing a fiduciary or issuer of any of
your existing Roth IRAs to make a direct transfer of all or a portion of the
assets from such Roth IRAs to your Transamerica Life Roth IRA.

(e) Conversion Roth IRA. You may make contributions to a Conversion Roth IRA
within 60 days of receiving a distribution from an existing Traditional IRA or
by instructing the fiduciary or issuer of any of your existing Traditional IRAs
to make a direct transfer of all or a portion of the assets from such a
Traditional IRA to your Transamerica Life Roth IRA, subject to certain
restrictions and subject to income tax on some or all of the converted amounts.
If your AGI, not including the conversion amount, is greater than $100,000 for
the tax year, or if you are married and you and your spouse file separate tax
returns, you may not convert or transfer any amount from a Traditional IRA to a
Roth IRA.

(f) Responsibility of the Owner. Contributions, rollovers, transfers or
conversions to a Roth IRA must be made in accordance with the appropriate
sections of the Code. It is your full and sole responsibility to make
contributions to your Roth IRA in accordance with the Code. Transamerica Life
Insurance and Annuity Company does not provide tax advice, and assumes no
liability for the tax consequences of any contribution to your Roth IRA.

2. Deductibility of Contributions

Your Roth IRA permits only nondeductible after-tax contributions. However,
distributions from your Roth IRA are generally not subject to federal income
tax. See Part II, 4(b) below. This is unlike a Traditional IRA, which permits
deductible and nondeductible contributions, but which provides that most
distributions are subject to federal income tax.

3. Contribution Limits

Contributions for each taxable year to all Traditional and Roth IRAs may not
exceed the lesser of 100% of your compensation or $2,000 for any calendar year,
subject to AGI phase-out rules described below in Section 3(a). Rollover,
transfer and conversion contributions, if properly made, do not count towards
your maximum annual contribution limit, nor do employer contributions to a
SEP-IRA or SIMPLE IRA.

(a) Regular Roth IRAs. The maximum amount you may contribute to a regular Roth
IRA will depend on the amount of your AGI for the calendar year. Your maximum
$2,000 contribution limit begins to phase out when your AGI reaches $95,000 as
unmarried or $150,000 when married filing jointly. Under this phase out, your
maximum regular Roth IRA contributions generally will not be less than $200;
however, no contribution is allowed if your AGI exceeds $110,000 as unmarried or
$160,000 when married filing jointly. If you are married and you and your spouse
file separate tax returns, your maximum regular Roth IRA contribution phases out
between $0 and $10,000. If you are married but you and your spouse lived apart
for the entire taxable year and file separate federal income tax returns, your
maximum contribution is calculated as if you were not married. You should
consult your tax adviser to determine your maximum contribution.

You may make contributions to a regular Roth IRA after age 701/2, subject to the
phase-out rules. Regular Roth IRA contributions for a tax year should be
reported on your tax return for that year, specifically, on Form 8606.

(b) Spousal Roth IRAs. Contributions to your lower-earning spouse's Spousal Roth
IRA may not exceed the lesser of:

1. 100% of both spouses' combined compensation minus any Roth IRA or deductible
Traditional IRA contribution for the spouse with the higher compensation for the
year; or

2. $2,000, as reduced by the phase-out rules described above for regular Roth
IRAs.

A maximum of $4,000 may be contributed to both spouses' Roth IRAs. Contributions
can be divided between the spouses' Roth IRAs as you and your spouse wish, but
no more than $2,000 in regular Roth IRA contributions can be contributed to
either individual's Roth IRA each year.

(c) Rollover Roth IRAs. There is no limit on the amounts that you may rollover
from one Roth IRA into another Roth IRA, including your Transamerica Life Roth
IRA. You may roll over a distribution from any single Roth IRA to another Roth
IRA only once in any 365-day period.

(d) Transfer Roth IRAs. There is no limit on amounts that you may transfer
directly from one Roth IRA into another Roth IRA, including your Transamerica
Life Roth IRA. Such a direct transfer does not constitute a rollover for
purposes of the 1-year waiting period.

(e) Conversion Roth IRAs. There is no limit on amounts that you may convert from
your Traditional IRA into your Transamerica Life Roth IRA if you are eligible to
open a Conversion Roth IRA as described in Part II, Section 1(e), above. In the
case of a conversion from a SIMPLE-IRA, the conversion may only be done after
the expiration of your 2-year participation period described in Code Section
72(t)(6). However, the distribution proceeds from your Traditional IRA are
includable in your taxable income to the extent that they represent a return of
deductible contributions and earnings on any contributions. The distribution
proceeds from your Traditional IRA are not subject to the 10% early distribution
penalty tax, described below, if the distribution proceeds are deposited to your
Roth IRA within 60 days.

You can also make contributions to a Roth IRA by instructing the fiduciary or
issuer, custodian or trustee of your existing Traditional IRAs to transfer the
assets in your Traditional IRAs to the Roth IRA, which can be a successor to
your existing Traditional IRAs. The transfer will be treated as a distribution
from your Traditional IRAs, and that amount will be includable in your taxable
income to the extent that it represents a return of deductible contributions and
earnings on any contributions, but will not be subject to the 10% early
distribution penalty tax.

If you converted from a Traditional IRA to a Roth IRA during 1998, the income
reportable upon distribution from the Traditional IRA may be reportable entirely
for 1998 or reportable ratably over four years beginning in 1998.

4. Recharacterization of IRA
Contributions

(a) Eligibility. By making a timely transfer and election, you generally can
treat a contribution made to one type of IRA as made to a different type of IRA
for a taxable year. For example, if you make contributions to a Roth IRA and
later discover that you are not eligible to make Roth IRA contributions, you may
recharacterize all or a portion of the contribution as a Traditional IRA
contribution by the filing due date, including extensions, for the applicable
tax year.

You may not recharacterize amounts paid into a Traditional IRA that represented
tax-free rollovers or transfers, or employer contributions.

(b) Election. You may elect to recharacterize a contribution amount made to one
type of IRA by simply making a trustee-to-trustee transfer of such amount, plus
net income attributable to it, to a second type of IRA on or before the federal
income tax due date, including extensions, for the tax year for which the
contribution was initially made. After the recharacterization has been made, you
may not revoke or modify the election.

(c) Taxation of a Recharacterization. For federal income tax purposes, a
recharacterized contribution will be treated as having been contributed to the
transferee IRA, rather than to the transferor IRA, on the same date and for the
same tax year that the contribution was initially made to the transferor IRA. A
recharacterized transfer is not considered a rollover for purposes of the 1-year
waiting period.

The transfer of the contribution amount being recharacterized must include the
net income attributable to such amount. If such amount has experienced net
losses as of the time of the recharacterization transfer, the amount
transferred, the original contribution amount less any losses, will generally
constitute a transfer of the entire contribution amount. You must treat the
contribution amount as made to the transferee IRA on your federal income tax
return for the year to which the original contribution amount related.

For reconversions following a recharacterization, see Publication 590 and
Treasury Regulation Section 1.408A-5.

5. Distributions

(a) Required Minimum Distribution, or simply, RMD. Unlike a Traditional IRA,
there are no rules that require that any distribution be made to you from your
Roth IRA during your lifetime.

If you die before the entire value of your Roth IRA is distributed to you, the
balance of your Roth IRA must be distributed by December 31 of the calendar year
that is five years after your death. However, if you die and you have a
designated beneficiary, your beneficiary may elect to take distributions in the
form of qualifying settlement option payments in substantially equal
installments over the life or life expectancy of the designated beneficiary,
beginning by December 31 of the calendar year that is one year after your death.

If your beneficiary is your surviving spouse, he or she can become the new
owner/annuitant and can continue the Transamerica Life Roth IRA on the same
basis as before your death. If your surviving spouse does not wish to continue
the Transamerica Life Roth IRA as his or her Roth IRA, he or she may elect to
receive the death benefit in the form of qualifying settlement option payments
in order to avoid the 5-year distribution requirement. Such payments must be
made in substantially equal amounts over your spouse's life or a period not
extending beyond his or her life expectancy. Your surviving spouse must elect
this option and begin receiving payments no later than the later of the
following dates:

a) December 31 of the year following the year you died; or

b) December 31 of the year in which you would have reached age 701/2.

Your beneficiary is responsible for assuring that the RMD following your death
is taken in a timely manner and that the correct amount is distributed.

(b) Taxation of Roth IRA Distributions. The amounts that you withdraw from your
Roth IRA are generally tax-free. For federal income tax purposes, all of your
Roth IRAs are aggregated and Roth IRA distributions are treated as made first
from Roth IRA contributions and second from earnings. Distributions that are
treated as made from Roth IRA contributions are treated as made first from
regular Roth IRA contributions, which are always tax-free, and second from
conversion or rollover Roth IRA contributions on a first-in, first-out basis. A
distribution allocable to a particular conversion or rollover Roth IRA
contribution is treated as consisting first of the portion, if any, of the
conversion contribution that was previously includible in gross income by reason
of the conversion.

In any event, since the purpose of a Roth IRA is to accumulate funds for
retirement, your receipt or use of Roth IRA earnings before you attain age
591/2, or within 5 years of your first contribution to the Roth IRA, including a
contribution rolled over, transferred or converted from a Traditional IRA, will
generally be treated as an early distribution subject to regular income tax and
to the 10% penalty tax described below in Section 6(b). No income tax will apply
to earnings that are withdrawn before you attain age 591/2, but which are
withdrawn five or more years after the first contribution to the Roth IRA,
including a rollover or transfer contribution or conversion from a Traditional
IRA, where the withdrawal is made:

a) upon your death or disability; or

b) to pay qualified first-time homebuyer expenses of you or certain family
members.

No portion of your Roth IRA distribution qualifies as a capital gain. There is
also a separate 5-year rule for the recapture of the 10% penalty tax that is
described below in Section 6(b) and that applies to any Roth IRA distribution
made before age 591/2 if any conversion or rollover contribution has been made
to any Roth IRA owned by the individual within the 5 most recent taxable years,
even if this current distribution from the Roth IRA is otherwise tax-free under
the rules described in this Subsection 5(b).

(c) Withholding. If the distribution from your Roth IRA is subject to federal
income tax, unless you elect not to have withholding apply, federal income tax
will be withheld from your Roth IRA distributions. If you receive distributions
under a settlement option, tax will be withheld in the same manner as taxes
withheld on wages, calculated as if you were married and claim three withholding
allowances. If you are receiving any other type of distribution, tax will be
withheld in the amount of 10% of the amount of the distribution. If payments are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to Transamerica Life Insurance and Annuity Company
that you are not a U. S. citizen residing abroad or a "tax avoidance expatriate"
as defined in Code Section 877. Such certification may result in mandatory
withholding of federal income taxes at a different rate.

6. Penalty Taxes

(a) Excess Contributions. If at the end of any taxable year your total regular
Roth IRA contributions, other than rollovers, transfers or conversions, exceed
the maximum allowable contributions for that year, taking into account
Traditional IRA contributions, the excess contribution amount will be subject to
a nondeductible 6% excise penalty tax. Such penalty tax cannot exceed 6% of the
value of your Roth IRAs at the end of such year. However, if you withdraw the
excess contribution, plus any earnings on it, before the due date for filing
your federal income tax return, including extensions, for the taxable year in
which you made the excess contribution, the excess contribution will not be
subject to the 6% penalty tax.

The amount of the excess contribution withdrawn will not be considered an early
distribution, but the earnings withdrawn will be taxable income to you and may
be subject to the 10% penalty tax on early distributions. Alternatively, excess
contributions for one year may be withdrawn in a later year or may be carried
forward as Roth IRA contributions in a later year to the extent that the excess,
when aggregated with your regular Roth IRA contributions, if any, for the
subsequent year, does not exceed the maximum allowable contribution for that
year. The 6% excise tax will be imposed on excess contributions in each
subsequent year they are neither returned to you nor applied as permissible
regular Roth IRA contributions for such year.

(a) Early Distributions. Since the purpose of a Roth IRA is to accumulate funds
for retirement, your receipt or use of any portion of your Roth IRA before you
attain age 591/2 constitutes an early distribution subject to the 10% penalty
tax on the earnings in your Roth IRA. This penalty tax will not apply if the
distribution occurs as a result of your death or disability or is part of a
series of substantially equal payments made over your life expectancy or the
joint life expectancies of you and your beneficiary, as determined from IRS
tables in the income tax regulations. Also, the 10% penalty tax will not apply
if distributions are used to pay for medical expenses in excess of 7.5% of your
AGI; or if distributions are used to pay for health insurance premiums for you,
your spouse and/or your dependents if you are an unemployed individual who is
receiving unemployment compensation under federal or state programs for at least
12 consecutive weeks.

The 10% penalty tax also will not apply to an early distribution made to pay for
certain qualifying first-time homebuyer expenses for you or certain family
members, or for certain qualifying higher education expenses for you or certain
family members. First-time homebuyer expenses must be paid within 120 days of
the distribution from the Roth IRA and include up to $10,000 of the costs of
acquiring, constructing, or reconstructing a principle residence, including any
usual or reasonable settlement, financing or other closing costs. Higher
education expenses include tuition, fees, books, supplies, and equipment
required for enrollment, attendance, and room and board at a post-secondary
educational institution.

There is also a separate 5-year recapture rule for the 10% penalty tax in the
case of a Roth IRA distribution made before age 591/2 that is made within 5
years after a conversion or rollover contribution from a Traditional IRA. This
recapture rule exists because such a prior Roth IRA contribution avoided the 10%
penalty tax when it was rolled over or converted from the Traditional IRA. Under
this 5-year recapture rule, any Roth IRA distribution made before age 591/2 that
is attributable to any conversion or rollover contribution from a Traditional
IRA made within the previous 5 years to any of the individual's Roth IRAs is
generally subject to the 10% penalty tax, and its exceptions, to the extent that
such prior Roth IRA contribution was subject to ordinary tax upon the conversion
or rollover, even if the Roth IRA distribution is otherwise tax-free.

Under the distribution ordering rules for a Roth IRA, all of an individual's
Roth IRAs and distributions therefrom are treated as made: first from regular
Roth IRA contributions; then from conversion or rollover Roth IRA contributions
on a first-in, first-out basis; and last from earnings. However, whenever any
Roth IRA distribution amount is attributable to any conversion or rollover
contribution made within the 5 most recent tax years, this distributed amount is
attributed first to the taxable portion of such prior contribution, for purposes
of determining the amount of this Roth IRA distribution that is subject to the
recapture of the 10% penalty tax, unless some exception to the penalty tax
applies to the current Roth IRA distribution, such as age 591/2, disability or
certain health, education or homebuyer expenses, as described above in this
Subsection 6(b).

(c) Failure to Satisfy RMDs Upon Death. If the RMD rules described above in Part
II, Section 4(a) apply to the beneficiary of your Roth IRA after your death and
if the amount distributed during a calendar year is less than the minimum amount
required to be distributed, your beneficiary will be subject to a penalty tax
equal to 50% of the excess of the amount required to be distributed over the
amount actually distributed.

(d) Policy Loans and Prohibited Transactions. If you or any beneficiary engage
in any prohibited transaction, such as any sale, exchange or leasing of any
property between you and the Roth IRA, or any interference with the independent
status of the Roth IRA, the Roth IRA will lose its tax exemption and be treated
as having been distributed to you. The value of any earnings on your Roth IRA
contributions will be includable in your gross income; and if at the time of the
prohibited transaction, you are under age 591/2 you may also be subject to the
10% penalty tax on early distributions, as described above in Part II, Section
5(b). If you borrow from or pledge your Roth IRA, or your benefits under the
contract, as a security for a loan, the portion borrowed or pledged as security
will cease to be tax-qualified, the value of that portion will be treated as
distributed to you, and you may be subject to the 10% penalty tax on early
distributions from a Roth IRA.

IRA PART III: OTHER INFORMATION

(1) Federal Estate and Gift Taxes

Any amount in or distributed from your Traditional and/or Roth IRAs upon your
death may be subject to federal estate tax, although certain credits and
deductions may be available. The exercise or non-exercise of an option that
would pay a survivor an annuity at or after your death should not be considered
a transfer for federal gift tax purposes.

(2) Tax Reporting

You must report contributions to, and distributions from, your Traditional IRA
and Roth IRA, including the year-end aggregate account balance of all
Traditional IRAs and Roth IRAs, on your federal income tax return for the year
specifically on IRS Form 8606. For Traditional IRAs, you must designate on the
return how much of your annual contribution is deductible and how much is
nondeductible. You need not file IRS Form 5329 with your income tax return for a
particular year unless for that year you are subject to a penalty tax because
there has been an excess contribution to, an early distribution from, or
insufficient RMDs from your Traditional IRA or Roth IRA, as applicable.

(3) Vesting

Your interest in your Traditional IRA or Roth IRA is nonforfeitable at all
times.

(4) Exclusive Benefit

Your interest in your Traditional IRA or Roth IRA is for the exclusive benefit
of you and your beneficiaries.

(5) IRS Publication 590

Additional information about your Traditional IRA or Roth IRA or about SEP-IRAs
and SIMPLE-IRAs can be obtained from any district office of the IRS or by
calling 1-800-TAX-FORM for a free copy of IRS Publication 590, Individual
Retirement Arrangements. 4

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION FOR
DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE
VARIABLE ANNUITY

Separate Account VA-2L

Issued By
Transamerica Occidental Life Insurance Company

The Statement of Additional Information expands upon subjects discussed
in the May 1, 1999, prospectus for the Dreyfus/Transamerica Triple Advantage
Variable Annuity ("contract") issued by Transamerica Occidental Life Insurance
Company. The owner may obtain a copy of the prospectus by writing to:
Transamerica Occidental Life Insurance Company, Annuity Service Center, P.O. Box
31848 Charlotte, North Carolina 28231 or calling 800-258-4260. Terms used in the
current prospectus for the contract are incorporated in this statement.

The contract 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.

This Statement of Additional Information is not a prospectus and should be read
only in conjunction with the prospectus for the contract.

Dated May 1, 1999

<PAGE>

TABLE OF CONTENTS

Page
<S> <C>
THE CONTRACT......................................................................................................3
DOLLAR COST AVERAGING.............................................................................................3
SPECIAL DOLLAR COST AVERAGING OPTION..............................................................................3
NET INVESTMENT FACTOR.............................................................................................3
ANNUITY PERIOD....................................................................................................4
Variable Annuity Units and Payments......................................................................4
Variable Annuity Unit Value..............................................................................4
Transfers After the Annuity Date.........................................................................4
GENERAL PROVISIONS................................................................................................5
IRS Required Distributions...............................................................................5
Non-Participating........................................................................................5
Misstatement of Age or Sex...............................................................................5
Proof of Existence and Age...............................................................................5
Assignment...............................................................................................5
Annuity Data.............................................................................................5
Annual Report............................................................................................5
Incontestability.........................................................................................5
Ownership................................................................................................6
Entire Contract..........................................................................................6
Changes in the Contract..................................................................................6
Protection of Benefits...................................................................................6
Delay of Payments........................................................................................6
Notices and Directions...................................................................................7
CALCULATION OF YIELDS AND TOTAL RETURNS...........................................................................7
Money Market Sub-Account Yield Calculation...............................................................7
Other Sub-Account Yield Calculations.....................................................................7
Average Total Return Calculations........................................................................8
Adjusted Historical Performance Data.....................................................................9
Other Performance Data...................................................................................9
HISTORICAL PERFORMANCE DATA.......................................................................................9
General Limitations......................................................................................9
Money Market Sub-Account Yields..........................................................................9
Sub-Account Performance Figures Including Adjusted Historical Performance...............................10
Since Commencment of the Sub-Accounts...................................................................10
Since Commencement of the Portfolios....................................................................12
FEDERAL TAX MATTERS..............................................................................................14
Taxation of Transamerica................................................................................14
Tax Status of the Contract..............................................................................14
DISTRIBUTION OF THE CONTRACT.....................................................................................15
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...........................................................................16
TRANSAMERICA.....................................................................................................16
General Information and History.........................................................................16
STATE REGULATION.................................................................................................16
RECORDS AND REPORTS..............................................................................................16
FINANCIAL STATEMENTS.............................................................................................17
APPENDIX.........................................................................................................18
Accumulation Transfer Formula...........................................................................18

</TABLE>

<PAGE>

THE CONTRACT

As a supplement to the description in prospectus, the following provides
additional information about the contract which may be of interest to some
owners.

DOLLAR COST AVERAGING

We reserve the right to send written notification to you, as the owner,
as to the options available if termination of dollar cost averaging, either by
you or by us, results in the value of the receiving sub-account(s) to which
monthly transfers were made to be less than $500. You will have 10 days from the
date our notice is mailed to:

(a) transfer the value of the sub-account(s) to another sub-account
with a value equal to or greater than $500; or

(b) transfer funds from another sub-account into the receiving
sub-account(s) to bring the value of that sub-account to at least
$500; or

(d) transfer the entire value of the receiving sub-account(s) back
into the source account from which the automatic transfers were
made.

If no election, in a form and manner acceptable to us, is made by you
before the end of the 10 day period, we reserve the right to transfer the value
of the receiving sub-account(s) back into the source account from which the
automatic transfers were made. Transfers made as a result of (a), (b), or (d)
above will not be counted for purposes of the eighteen free transfers per
contract year limitation.

SPECIAL DOLLAR COST AVERAGING OPTION
(May not be available in all states. See contract for availability of the fixed
account options.)

Amounts from the sub-accounts and/or general account options may not be
transferred into the special Dollar Cost Averaging accounts. In addition, if you
request a transfer (other than a Dollar Cost Averaging transfer) or a withdrawal
from a special Dollar Cost Averaging account, any amounts remaining in the
special account will be transferred to the sub-account and/or general account
option according to your original allocation instructions.
The special Dollar Cost Averaging option will end and cannot be reelected.

NET INVESTMENT FACTOR

For any sub-account of the variable account, the net investment factor
for a valuation period, before the annuity date, is (a) divided by (b), minus
(c) minus (d).

Where (a) is

The net asset value per share held in the sub-account, as of the
end of the valuation period, plus or minus the per-share amount of
any dividend or capital gain distributions if the "ex-dividend"
date occurs in the valuation period, plus or minus a per-share
charge or credit as we may determine, as of the end of the
valuation period, for taxes.

Where (b) is

The net asset value per share held in the sub-account as of the end
of the last prior valuation period.

Where (c) is

The daily charge of 0.003403% (1.25% annually) for the mortality
and expense risk charge under the contract times the number of
calendar days in the current valuation period.

Where (d) is

The daily administrative expense charge, currently 0.000411% (0.15%
annually) times the number of calendar days in the current
valuation period. This charge may be increased, but will not exceed
0.000684% (0.25% annually).

A valuation day is defined as any day that the New York Stock Exchange is open.

ANNUITY PERIOD

The variable annuity options provide for payments that fluctuate or
vary in dollar amount, based on the investment performance of the elected
variable account sub-account(s).

Variable Annuity Units and Payments

For the first monthly payment, the number of variable annuity units
credited in each sub-account will be determined by dividing: (a) the product of
the portion of the value to be applied to the sub-account and the variable
annuity purchase rate specified in the contract; by (b) the value of one
variable annuity unit in that sub-account on the annuity date.

The amount of each subsequent variable annuity payment equals the
product of the number of variable annuity units in each sub-account and the
sub-account's variable annuity unit value as of the tenth day of the month
before the payment due date. The amount of each payment may vary as may the date
of determination.

Variable Annuity Unit Value

The value of a variable annuity unit in a sub-account on any valuation
day is determined as described below.

The net investment factor for the valuation period (for the appropriate
annuity payment frequency) just ended is multiplied by the value of the variable
annuity unit for the sub-account on the preceding valuation day. The net
investment factor after the annuity date is calculated in the same manner as
before the annuity date and then multiplied by an interest factor. The interest
factor equals (.999893)n where n is the number of days since the preceding
valuation day. This compensates for the 4% interest assumption built into the
variable annuity purchase rates.

Transfers After the Annuity Date

After the annuity date, you may transfer variable annuity units from
one sub-account to another, subject to certain limitations. (See "Transfers"
page 27 of the prospectus.) The dollar amount of each subsequent monthly
variable annuity payment after the transfer must be determined using the new
number of variable annuity units multiplied by the sub-account's variable
annuity unit value.

The formula used to determine a transfer after the annuity date can be
found in the Appendix to this Statement of Additional Information.

<PAGE>

GENERAL PROVISIONS

IRS Required Distributions

The contract is intended to qualify as an annuity contract for federal
income tax purposes. All provisions in the contract will be interpreted to
maintain such tax qualification. We may make changes in order to maintain this
qualification or to conform the contract to any applicable changes in the tax
qualification requirements. We will provide you with a copy of any changes made
to the contract. If any owner under a non-qualified contract dies before the
entire interest in the contract is distributed, the value generally must be
distributed to the designated beneficiary so that the contract qualifies as an
annuity under the Code. (See "Federal Tax Matters" page 43.)

Non-Participating

The contract is non-participating. No dividends are payable and the
contract will not share in the profits or surplus earnings of Transamerica.

Misstatement of Age or Sex

If the age or sex of the annuitant or any other measuring life has been
misstated in the application, or other form relied upon to determine annuity
payment, the annuity payments under the contract will be whatever the annuity
purchase amount applied on the annuity date would purchase on the basis of the
correct age or sex of the annuitant and/or other measuring life. Any
overpayments or underpayments by us as a result of any such misstatement may be
respectively charged against or credited to the annuity payment or payments to
be made after the correction so as to adjust for such overpayment or
underpayment.

Proof of Existence and Age

Before making any payment under the contract, we may require proof of
the existence and/or proof of the age of the annuitant or any other measuring
life, or any other information deemed necessary in order to provide benefits
under the contract.

Assignment

No assignment of a contract will be binding on us unless made in
writing and given to us at our service center. We are not responsible for the
adequacy of any assignment. Your rights and the interest of any annuitant or
non-irrevocable beneficiary will be subject to the rights of any assignee of
record.

Annuity Data

We will not be liable for obligations which depend on receiving
information from a payee or measuring life until such information is received in
a satisfactory form.

Annual Report

At least once each contract year prior to the annuity date, you will be
given a report of the current account value. This report will also include any
other information required by law or regulation. After the annuity date, a
confirmation will be provided with every variable annuity payment.

Incontestability

Each contract is incontestable from the contract date.

Ownership

Only you, as the owner(s) will be entitled to the rights granted by the
contract, or allowed by us under the contract. If an owner dies, the rights of
the owner belong to the estate of the owner unless the owner has previously
named an owner's beneficiary. A surviving joint owner automatically becomes the
owner's beneficiary.

Entire Contract

We have issued the contract in consideration and acceptance of the
payment of the initial purchase payment and, where state law requires, the
application. In those states that require a written application, a copy of the
application is attached to and is part of the contract and, along with the
contract, constitutes the entire contract. All statements made by you are
considered representations and not warranties. We will not use any statement in
defense of a claim unless it is made in the application and a copy of the
application is attached to the contract when issued.

The group annuity contract has been issued to a trust organized under
Missouri law. However, the sole purpose of the trust is to hold the group
annuity contract. You have all rights and benefits under the individual
certificate issued under the group contract.

Changes in the Contract

Only two of our authorized officers, acting together, have the
authority to bind Transamerica or to make any change in the individual contract
or the group contract or individual certificates thereunder and then only in
writing. We will not be bound by any promise or representation made by any other
persons.

We may not change or amend the individual contract or the group
contract or individual certificates thereunder, except as expressly provided
therein, without your consent. However, we may change or amend the individual
contract or the group contract or individual certificates thereunder if such
change or amendment is necessary for the individual contract or the group
contract or individual certificates thereunder to comply with any state or
federal law, rule or regulation.

Protection of Benefits

To the extent permitted by law, no benefit (including death benefits)
under the contract will be subject to any claim or process of law by any
creditor.

Delay of Payments

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 becomes
effective, except that we may be permitted to postpone such payment or transfers
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 Securities and Exchange Commission
(Commission), or the Commission requires that trading be restricted; or (3) the
Commission permits a delay for the protection of owners.

In addition, while it is our intention to process all transfers from
the sub-accounts immediately upon receipt of a transfer request, the contract
gives us the right to delay effecting a transfer from a sub-account for up to
seven days, but only in certain limited circumstances. However, the staff of the
Commission currently interprets the Investment Company Act of 1940 to require
the immediate processing of all transfers, and in compliance with that
interpretation we will process all transfers immediately unless and until the
Commission or its staff changes its interpretation or otherwise permits us to
exercise this right. Subject to such approval, we may delay effecting such a
transfer only if there is a delay of payment from an affected portfolio. If this
happens, and if the prior approval of the Commission or its staff is obtained,
then we will calculate the dollar value or number of units involved in the
transfer from a sub-account on or as of the date we receive a written transfer
request, but will not process the transfer to the transferee sub-account until a
later date during the seven-day delay period when the portfolio underlying the
transferring sub-account obtains liquidity to fund the transfer request through
sales of portfolio securities, new purchase payments, transfers by investors or
otherwise. During this period, the amount transferred would not be invested in a
sub-account.

We may delay payment of any withdrawal from the fixed account for a
period of not more than six months after we receive the request for such
withdrawal. If we delay payment for more than 30 days, we will pay interest on
the withdrawal amount up to the date of payment. (See "Cash Withdrawals" page 29
of the prospectus.)

Notices and Directions

We will not be bound by any authorization, direction, election or
notice which is not in writing, in a form and manner acceptable to us, and
received at our service center.

Any written notice requirement by us to you will be satisfied by our
mailing of any such required written notice, by first-class mail, to your last
known address as shown on our records.

CALCULATION OF YIELDS AND TOTAL RETURNS

Money Market Sub-Account Yield Calculation

In accordance with regulations adopted by the Commission, we are
required to compute the Money Market Sub-Account's current annualized yield for
a seven-day period in a manner which does not take into consideration any
realized or unrealized gains or losses on shares of the Money Market Series or
on its portfolio securities. This current annualized yield is computed by
determining the net change (exclusive of realized gains and losses on the sale
of securities and unrealized appreciation and depreciation) in the value of a
hypothetical account having a balance of one unit of the Money Market
Sub-Account and income other than investment income at the beginning of such
seven-day period, dividing such net change in account value by the value of the
account at the beginning of the period to determine the base period return and
annualizing this quotient on a 365-day basis. The net change in account value
reflects the deductions for the annual account fee, the mortality and expense
risk charge and administrative expense charges and income and expenses accrued
during the period. Because of these deductions, the yield for the Money Market
Sub-Account of the variable account will be lower than the yield for the Money
Market Portfolio or any comparable substitute funding vehicle.

The Commission also permits us to disclose the effective yield of the
Money Market Sub-Account for the same seven-day period, determined on a
compounded basis. The effective yield is calculated by compounding the
unannualized base period return by adding one to the base period return, raising
the sum to a power equal to 365 divided by 7, and subtracting one from the
result.

The yield on amounts held in the Money Market Sub-Account normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Money Market Sub-Account's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
Money Market Portfolio or substitute funding vehicle, the types and quality of
portfolio securities held by the Money Market Portfolio or substitute funding
vehicle, and operating expenses. In addition, the yield figures do not reflect
the effect of any contingent deferred sales load (of up to 6% of purchase
payments) that may be applicable to a contract.

Other Sub-Account Yield Calculations

We may from time to time disclose the current annualized yield of one
or more of the sub-accounts (except the Money Market Sub-Account) for 30-day
periods. The annualized yield of a sub-account refers to the income generated by
the sub-account over a specified 30-day period. Because this yield is
annualized, the yield generated by a sub-account during the 30-day period is
assumed to be generated each 30-day period. The yield is computed by dividing
the net investment income per variable accumulation unit earned during the
period by the price per unit on the last day of the period, according to the
following formula:

YIELD = 2[{a-b + 1}6 - 1]
cd

Where:

a = net investment income earned during the period by the
portfolio attributable to the shares owned by the sub-account.

b = expenses for the sub-account accrued for the period (net of
reimbursements).

c = the average daily number of variable accumulation units outstanding
during the period.

d = the maximum offering price per variable accumulation anit on the
last day of the period.

Net investment income will be determined in accordance with rules
established by the Commission. Accrued expenses will include all recurring fees
that are charged to all contracts. The yield calculations do not reflect the
effect of any contingent deferred sales load that may be applicable to a
particular contract. The contingent deferred sales load ranges from 6% to 0% of
the amount of account value withdrawn depending on the elapsed time since the
receipt of each purchase payment attributable to the portion of the account
value withdrawn.

Because of the charges and deductions imposed by the variable account,
the yield for the sub-account will be lower than the yield for the corresponding
portfolio. The yield on amounts held in the sub-accounts normally will fluctuate
over time. Therefore, the disclosed yield for any given period is not an
indication or representation of future yields or rates of return. The
sub-account's actual yield will be affected by the types and quality of
portfolio securities held by the portfolio, and its operating expenses.

Average Total Return Calculations

We may from time to time also disclose average annual total returns for
one or more of the sub-accounts for various periods of time. Average annual
total return quotations are computed by finding the average annual compounded
rates of return over one, five and ten year periods that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

P{1 + T}n = ERV

Where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the one, five or ten-year period at
the end of the one, five, or ten-year period (or fractional
portion thereof).

All recurring fees are recognized in the ending redeemable value. The
standard average annual total return calculations will reflect the effect of any
contingent deferred sales load that may be applicable to a particular period.
Adjusted Historical Performance Data

We may also disclose adjusted historical performance data for a
sub-account, for periods before the sub-account commenced operations. Such
performance information for the sub-account will be calculated based on the
performance of the corresponding portfolio and the assumption that the
sub-account was in existence for the same periods as those indicated for the
portfolio, with a level of contract charges currently in effect. The portfolio
used for these calculations will be the actual portfolio that the sub-account
will invest in.

This type of adjusted historical performance data may be disclosed on
both an average annual total return and a cumulative total return basis.
Moreover, it may be disclosed assuming that the contract is not surrendered
(i.e., with no deduction for the contingent deferred sales load) and assuming
that the contract is surrendered at the end of the applicable period (i.e.,
reflecting a deduction for any applicable contingent deferred sales load).

Other Performance Data

We may from time to time also disclose average annual total returns in
a non-standard format in conjunction with the standard described above. The
non-standard format will be identical to the standard format except that the
contingent deferred sales load percentage will be assumed to be 0%.

We may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the contingent
deferred sales load percentage will be 0%.

CTR = {ERV/P} - 1

Where:

CTR = the cumulative total return net of sub-account recurring charges
for the period.

ERV = ending redeemable value of a hypothetical $1,000 payment at
the beginning of the one, five, or ten-year period at the end
of the one, five, or ten-year period (or fractional portion
thereof).

P = a hypothetical initial payment of $1,000.

All non-standard performance data will be advertised only if the
standard performance data is also disclosed.

HISTORICAL PERFORMANCE DATA

General Limitations

The figures below represent the past performance of the sub-accounts
and are not indicative of future performance. The figures may reflect the waiver
of advisory fees and reimbursement of other expenses.

Except for Transamerica Growth, the funds have provided the performance
data for the sub-accounts. Except for Transamerica Growth, none of the funds or
their investment advisers are affiliated with Transamerica. In preparing the
tables below, we have relied on the data provided by the funds. While we have no
reason to doubt the accuracy of the figures provided by the funds, we have not
verified those figures.

Money Market Sub-Account Yields

The annualized yield for the Money Market Sub-Account for the seven-day
period ending December 31, 1998 was 3.21%. The effective yield for the Money
Market Sub-Account for the seven-day period ending December 31, 1998 was 3.25%.
Sub-Account Performance Figures Including Adjusted Historical Performance

The charts below show historical performance data for the sub-accounts.
Charts 1 through 3 show performance since the commencement of the sub-accounts.
Charts 4 through 6 include, for certain sub-accounts, adjusted historical
performance for the periods prior to the inception of the sub-accounts, based on
the performance of the corresponding portfolios since their inception date, with
a level of charges equal to those currently assessed under the certificates.
These figures are not an indication of the future performance of the
sub-accounts. Some of the figures reflect the waiver of advisory fees and
reimbursement of other expenses for part or all of the periods indicated.

Since Commencement of the Sub-Accounts

The dates to the right of the sub-account names indicate the date of
commencement of operation of the sub-accounts.
<TABLE>
<CAPTION>

1. Average annual total returns for periods since inception of the
sub-account are as follows. These figures include mortality and expenses charges
deducted at 1.25%, the administrative expenses charge of 0.15% per annum, the
administration charge of $30 per annum adjusted for average account size and the
maximum contingent deferred sales load of 6%.

- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
For the period
from
commencement of
SUB-ACCOUNT (date of For the 1-year For the 3-year For the 5-year sub-account
commencement of operation of period ending period ending period ending operations to
sub-account) 12/31/98 12/31/98 12/31/98 12/31/98
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Money Market (1/4/93) -2.02% 2.02% N/A 2.99%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Special Value (1/4/93) 8.02% 7.88% N/A 7.81%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Zero Coupon 2000 (1/4/93) -0.03% 2.51% N/A 5.63%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Quality Bond (1/4/93) -1.86% 2.88% N/A 6.09%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Cap (1/4/93) -10.26% 6.58% N/A 18.78%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Capital Appreciation (4/5/93) 22.34% 24.68% 21.43% 19.54%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Stock Index (1/4/93) 20.37% 24.60% N/A 19.21%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Socially Responsible (10/7/93) 21.52% 23.32% 20.37% 20.86%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Growth and Income (12/15/94) 4.19% 13.12% N/A 23.68%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Equity (12/15/94) -2.61% 5.42% N/A 6.02%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Value (5/1/96) 1.33% N/A N/A 4.52%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Disciplined Stock (5/1/96) 18.90% N/A N/A 26.06%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Company Stock (5/1/96) -12.75% N/A N/A 5.28%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Balanced (5/1/97) 14.57% N/A N/A 19.92%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Limited Term High Income(5/1/97) -6.57% N/A N/A 0.81%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Transamerica Growth (5/1/98)* N/A N/A N/A 18.14%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Core Value (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
MidCap Stock (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Growth (5/1/99) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Passport (5/1/99) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------

2. Average annual total returns for period since inception of the
sub-account are as follows. These figures include mortality and expenses charges
deducted at 1.25%, the administrative expenses charge of 0.15% per annum, the
administration charge of $30 per annum adjusted for average account size but do
not reflect the maximum contingent deferred sales load of 6% which if reflected
would reduce the figures. Performance data with no contingent deferred sales
load deduction will only be disclosed if the performance data for the required
periods with the contingent deferred sales load deduction is also disclosed.

- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
For the period
from
commencement of
SUB-ACCOUNT (date of For the 1-year For the 3-year For the 5-year sub-account
commencement of operation of period ending period ending period ending operations to
sub-account) 12/31/98 12/31/98 12/31/98 12/31/98
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Money Market (1/4/93) 3.59% 3.59% N/A 3.27%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Special Value (1/4/93) 14.02% 9.29% N/A 8.04%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Zero Coupon 2000 (1/4/93) -5.71% 4.07% N/A 5.88%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Quality Bond (1/4/93) 3.96% 4.44% N/A 6.34%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Cap (1/4/93) 4.86% 8.01% N/A 18.92%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Capital Appreciation (4/5/93) 28.34% 25.75% 21.80% 19.84%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Stock Index (1/4/93) 26.37% 25.66% N/A 19.35%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Socially Responsible (10/7/93) 27.52% 24.32% 20.75% 21.20%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Growth and Income (12/15/94) 10.19% 14.41% N/A 24.19%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Equity (12/15/94) 2.97% 6.90% N/A 6.83%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Value (5/1/96) 7.16% N/A N/A 6.27%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Disciplined Stock (5/1/96) 24.90% N/A N/A 27.34%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Company Stock (5/1/96) -7.35% N/A N/A 7.00%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Balanced (5/1/97) 20.57% N/A N/A 28.12%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Limited Term High Income(5/1/97) -1.17% N/A N/A 4.29%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Transamerica Growth (5/1/98)* N/A N/A N/A 23.45%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Core Value (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
MidCap Stock (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Growth (5/1/99) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Passport (5/1/99) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------

3. Cumulative total returns for periods since inception of the
sub-accounts are as follows. These figures include mortality and expenses
charges deducted at 1.25%, the administrative expenses charge of 0.15% per
annum, the administration charge of $30 per annum adjusted for average account
size but do not reflect the maximum contingent deferred sales load of 6%, which
if reflected would reduce the figures. Performance data with no contingent
deferred sales load deduction will only be disclosed if performance data for the
required periods with the contingent deferred sales load deduction is also
disclosed.

- ---------------------------------------- ------------------- ------------------
For the period
from
commencement of
SUB-ACCOUNT (date of For the 1-year sub-account
commencement of operation of period ending operations to
sub-account) 12/31/98 12/31/98
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Money Market (1/4/93) 3.59% 21.31%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Special Value (1/4/93) 14.02% 59.04%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Zero Coupon 2000 (1/4/93) -5.71% 40.89%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Quality Bond (1/4/93) -3.96% 44.57%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Small Cap (1/4/93) -4.86% 182.86%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Capital Appreciation (4/5/93) 28.34% 183.09%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Stock Index (1/4/93) 26.87% 189.03%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Socially Responsible (10/7/93) 27.52% 173.93%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Growth and Income (12/15/94) 10.19% 110.47%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
International Equity (12/15/94) 2.97% 30.70%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
International Value (5/1/96) 7.16% 17.62%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Disciplined Stock (5/1/96) 24.90% 90.67%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Small Company Stock (5/1/96) -7.95% 19.60%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Balanced (5/1/97) 20.57% 41.53%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Limited Term High Income(5/1/97) -1.17% 7.26%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Transamerica Growth (5/1/98)* N/A 23.54%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Core Value (5/1/98) N/A -7.12%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
MidCap Stock (5/1/98) N/A -3.66%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Founder's Growth (5/1/99) N/A N/A
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Founder's Passport (5/1/99) N/A N/A
- ---------------------------------------- ------------------- ------------------

Since Commencement of the Portfolios

The dates to the right of the sub-account names indicate the date of
commencement of operation of the Portfolios.

4. Average annual total returns for periods since inception of the
portfolio, including adjusted historical performance are as follows. These
figures include mortality and expenses charges deducted at 1.25%, the
administrative expenses charge of 0.15% per annum, the administration charge of
$30 per annum adjusted for average account size and the maximum contingent
deferred sales load of 6%.

- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
For the period
from
PORTFOLIO (date of For the 1-year For the 3-year For the 5-year commencement of
commencement of operation of period ending period ending period ending portfolio to
portfolio) 12/31/98 12/31/98 12/31/98 12/31/98
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Money Market (8/31/90) -2.02% 2.02% 2.87% 3.44%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Special Value (8/31/90) 8.02% 7.88% 3.95% 6.94%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Zero Coupon 2000 (8/31/90) -0.03% 2.51% 3.72% 7.88%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Quality Bond (8/31/90) -1.88% 2.88% 4.25% 7.52%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Cap (8/31/90) -10.26% 6.58% 10.73% 35.32%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Capital Appreciation (4/5/93) 22.34% 24.68% 21.43% 19.54%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Stock Index (9/29/89) 20.37% 24.60% 21.45% 15.45%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Socially Responsible (10/7/93) 21.52% 23.23% 20.37% 20.86%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Growth and Income (12/15/94) 4.19% 13.12% N/A 23.68%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Equity (12/15/94) -2.61% 5.42% N/A 6.02%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Value (5/1/96) 1.33% N/A N/A 4.52%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Disciplined Stock (5/1/96) 18.90% N/A N/A 26.06%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Company Stock (5/1/96) -12.75% N/A N/A 5.28%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Balanced (5/1/97) 14.57% N/A N/A 19.92%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Limited Term High Income(5/1/97) -6.57% N/A N/A 0.81%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Transamerica Growth(2/26/69)* 35.81% 36.13% 32.50% 24.63%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Core Value (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
MidCap Stock (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Growth (11/30/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Passport (11/30/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------

5. Average annual total returns for period since inception of the
portfolio including adjusted historical performance are as follows. These
figures include mortality and expenses charges deducted at 1.25%, the
administrative expenses charge of 0.15% per annum, the administration charge of
$30 per annum adjusted for average account size but do not reflect the maximum
contingent deferred sales load of 6% which if reflected would reduce the
figures. Performance data with no contingent deferred sales load deduction will
only be disclosed if the performance data for the required periods with no
contingent deferred sales load deduction is also disclosed.

- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
For the period
from
PORTFOLIO (date of For the 1-year For the 3-year For the 5-year commencement of
commencement of operation of period ending period ending period ending portfolio to
portfolio) 12/31/98 12/31/98 12/31/98 12/31/98
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Money Market (8/31/90) 3.59% 3.59% 3.57% 3.45%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Special Value (8/31/90) 14.02% 9.29% 4.63% 6.94%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Zero Coupon 2000 (8/31/90) 5.71% 4.07% 4.41% 7.89%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Quality Bond (8/31/90) -3.96% 4.44% 4.92% 7.53%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Cap (8/31/90) -4.86% 8.01% 11.28% 35.32%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Capital Appreciation (4/5/93) 28.34% 25.75% 21.83% 19.84%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Stock Index (9/29/89) 26.37% 25.86% 21.81% 15.45%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Socially Responsible (10/7/93) 21.52% 24.32% 20.75% 20.86%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Growth and Income (5/2/94) 10.19% 14.41% N/A 24.19%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Equity (5/2/94) 2.97% 6.90% N/A 6.83%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Value (4/30/96) 7.16% N/A% N/A 6.27%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Disciplined Stock (4/30/96) 24.90% N/A N/A 27.34%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Company Stock (4/30/96) -7.35% N/A N/A 7.00%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Balanced (5/1/97) 20.57% N/A N/A 28.12%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Limited Term High Income (4/30/97) -1.17% N/A N/A 4.21%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Transamerica Growth (2/26/69)* 41.21% 36.13% 32.50% 24.63%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Core Value (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
MidCap Stock (5/1/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Growth (9/30/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Passport (9/30/98) N/A N/A N/A N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------

6. Cumulative total returns for periods since inception of the portfolio,
including hypothetical performance are as follows. These figures include
mortality and expenses charges deducted at 1.25%, the administrative expenses
charge of 0.15% per annum, the administration charge of $30 per annum adjusted
for average account size but do not reflect the maximum contingent deferred
sales load of 6%, which if reflected would reduce the figures. Performance data
with no contingent deferred sales load deduction will only be disclosed if
performance data for the required periods with no contingent deferred sales load
deduction is also disclosed.

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

PORTFOLIO (date of For the period from
commencement of operation of For the 1-year period commencement of
portfolio) ending 12/31/98 portfolio to 12/31/98
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Money Market (8/31/90) 3.59% 32.70%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Special Value (8/31/90) 14.02% 75.06%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Zero Coupon 2000 (8/31/90) 5.71% 88.37%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Quality Bond (8/31/90) 3.96% 83.19%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Small Cap (8/31/90) -4.86% 1145.95%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Capital Appreciation (4/5/93) 28.34% 183.09%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Stock Index (9/29/89) 26.37% 278.20%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Socially Responsible (10/7/93) 27.52% 173.93%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Growth and Income (5/2/94) 10.19% 140.47%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
International Equity (5/2/94) 2.97% 30.70%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
International Value (4/30/96) 7.16% 17.62%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Disciplined Stock (4/30/96) 24.90% 90.67%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Small Company Stock (4/30/96) -7.35% 19.80%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Balanced (5/1/97) 20.57% 41.53%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Limited Term High Income (4/30/97) -1.17% 7.26%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Transamerica Growth (2/26/69)* 41.21% 809.17%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Core Value (5/1/98) N/A -7.12%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
MidCap Stock (5/1/98) N/A -3.66%
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Founder's Growth (9/30/98) N/A N/A
- -------------------------------------------- ------------------------- --------------------------
- -------------------------------------------- ------------------------- --------------------------
Founder's Passport (9/30/98) N/A N/A
- -------------------------------------------- ------------------------- --------------------------
</TABLE>

*The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc.,
is the successor to Separate Account Fund C of Transamerica Occidental Life
Insurance Company, a management investment company funding variable annuities,
through a reorganization on November 1, 1996. Accordingly, the performance data
for the Transamerica VIF Growth Portfolio include performance of its
predecessor. The performance shown in the "since inception" box for the
Transamerica Growth Sub-Account is 10-year performance, not performance since
1969.

FEDERAL TAX MATTERS
The Dreyfus/Transamerica Triple Advantage Variable Annuity may be
purchased on a non-tax qualified basis (non-qualified contract") or purchased
and used in connection with plans qualifying for special tax treatment
("qualified contract"). Qualified contracts are designed for use by retirement
plans qualified for special tax treatment under Sections 401, 403(b), 408 or
408A of the Internal Revenue Code of 1986, as amended (the "Code"). The ultimate
effect of federal income taxes on the account value, on annuity payments, and on
the economic benefit to the owner, the annuitant or the beneficiary may depend
on the type of retirement plan for which the contract is purchased, on the tax
and employment status of the individual concerned and on our tax status. THE
FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. Any person
concerned about these tax implications should consult a competent tax adviser.
This discussion is based upon our understanding of the present federal income
tax laws as they are currently interpreted by the Internal Revenue Service
("IRS"). No representation is made as to the likelihood of continuation of these
present federal income tax laws or of the current interpretations by the IRS.
Moreover, no attempt has been made to consider any applicable state or other tax
laws.

Taxation of Transamerica

We are taxed as a life insurance company under Part I of Subchapter L
of the Code. Since the variable account is not an entity separate from
Transamerica, and its operations form a part of Transamerica, it will not be
taxed separately as a "regulated investment company" under Subchapter M of the
Code. Investment income and realized capital gains are automatically applied to
increase reserves under the contracts. Under existing federal income tax law, we
believe that the variable account investment income and realized net capital
gains will not be taxed to the extent that such income and gains are applied to
increase the reserves under the contracts.

Accordingly, we do not anticipate that we will incur any federal income
tax liability attributable to the variable account and, therefore, we do not
intend to make provisions for any such taxes. However, if changes in the federal
tax laws or interpretations thereof result in our being taxed on income or gains
attributable to the variable account, then we may impose a charge against the
variable account (with respect to some or all contracts) in order to set aside
provisions to pay such taxes.

Tax Status of the Contract

Code Section 817(h) requires that with respect to non-qualified
contracts, the investments of the funds be "adequately diversified" in
accordance with Treasury regulations in order for the contracts to qualify as
annuity contracts under federal tax law. The variable account, through the
funds, intends to comply with the diversification requirements prescribed by the
Treasury in Reg. Sec. 1.817-5, which affect how the Funds' assets may be
invested.

In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate accounts used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includible in the
variable contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide guidance
concerning the circumstances in which investor control for the investments of a
segregated asset account may cause the investor (i.e., the owner), rather than
the insurance company, to be treated as the owner of the assets in the account."
This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular sub-accounts without being treated as owners of the
underlying assets."

The ownership rights under the contract are similar to, but different
in certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the owner has additional flexibility in allocating premium payments and
account values. These differences could result in an owner being treated as the
owner of a pro rata portion of the assets of the variable account. In addition,
we do not know what standards will be set forth, if any, in the regulations or
rulings which the Treasury Department has stated it expects to issue. We
therefore reserve the right to modify the contract as necessary to attempt to
prevent an owner from being considered the owner of a pro rata share of the
assets of the variable account.

In order to be treated as an annuity contract for federal income tax
purposes, Code Section 72(s) requires any non-qualified contract to provide that
(a) if any owner dies on or after the annuity date but prior to the time the
entire interest in the contract has been distributed, the remaining portion of
such interest will be distributed at least as rapidly as under the method of
distribution being used as of the date of that owner's death; and (b) if any
owner dies prior to the annuity date, the entire interest in the contract will
be distributed within five years after the date of the owner's death. These
requirements will be considered satisfied as to any portion of the owner's
interest which is payable to or for the benefit of a "designated beneficiary"
and which is distributed over the life of such "designated beneficiary" or over
a period not extending beyond the life expectancy of that beneficiary, provided
that such distributions begin within one year of the owner's death. The owner's
"designated beneficiary" refers to a natural person designated by such owner as
a beneficiary and to whom ownership of the contract passes by reason of death.
However, if the owner's "designated beneficiary" is the surviving spouse of the
deceased owner, the contract may be continued with the surviving spouse as the
new owner.

The non-qualified contracts contain provisions which are intended to
comply with the requirements of Code Section 72(s), although no regulations
interpreting these requirements have yet been issued. We intend to review such
provisions and modify them if necessary to assure that they comply with the
requirements of Code Section 72(s) when clarified by regulation or otherwise.
Other rules may apply to qualified contracts.

DISTRIBUTION OF THE CONTRACT

Transamerica Securities Sales Corporation ("TSSC") is principal
underwriter of the contracts under a Distribution Agreement with Transamerica.
TSSC may also serve as principal underwriter and distributor of other contracts
issued through the variable account and certain other separate accounts of
Transamerica and any affiliates of Transamerica. TSSC is an indirect wholly
owned subsidiary of Transamerica Insurance Corporation. TSSC is registered with
the Commission as a broker/dealer and is a member of the National Association of
Securities Dealers, Inc. ("NASD"). 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.

Transamerica Financial Resources, Inc. ("TFR") is an underwriter and
distributor of the contracts. TFR is a wholly-owned subsidiary of Transamerica
Insurance Corporation of California and is registered with the Commission and
the NASD as a broker/dealer.

Under the agreements, applications for the contracts will be sold by
broker/dealers which will receive compensation as described in the prospectus.
The offering of the contracts is expected to be continuous and neither
TSSC nor TFR anticipate discontinuing the offering of the contracts. However,
TSSC and TFR reserve the right to discontinue the offering of the contracts.

During fiscal year 1998, $22,999,381 in commissions were paid to TSSC
as underwriter of the contracts; no amounts were retained by TSSC. During fiscal
year 1998, $1,737,090.86 in commissions were paid to TFR as underwriter of the
contracts; no amounts were retained by TFR.

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

Title to assets of the variable account is held by Transamerica. The
assets of the variable account are kept separate and apart from Transamerica
general account assets. Records are maintained of all purchases and redemptions
of portfolio shares held by each of the sub-accounts.

TRANSAMERICA

General Information and History

Transamerica Occidental Life Insurance Company was formerly known as
Occidental Life Insurance Company of California. The name change occurred
September 1, 1981.

Transamerica is wholly-owned by Transamerica Insurance Corporation of
California, which is in turn, wholly-owned by Transamerica Corporation.
Transamerica Corporation is a financial services organization which engages
through its subsidiaries in two primary businesses: finance and insurance.
Finance consists of consumer lending, commercial lending, leasing and real
estate services. Insurance comprises life insurance, asset management, and
insurance brokerage.

STATE REGULATION

We are subject to the insurance laws and regulations of all the states
where we are licensed to operate. The availability of certain contract rights
and provisions depends on state approval and/or filing and review processes.
Where required by state law or regulation, the contract will be modified
accordingly.

RECORDS AND REPORTS

All records and accounts relating to the variable account will be
maintained by us or by our service office. As presently required by the
provisions of the 1940 Act and regulations promulgated thereunder which pertain
to the variable account, reports containing such information as may be required
under the 1940 Act or by other applicable law or regulation will be sent to
owners semi-annually at their last known address of record.

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FINANCIAL STATEMENTS

This Statement of Additional Information contains the financial
statements of the variable account as of and for ther period ended December 31,
1998.

The consolidated financial statements of Transamerica included in this
Statement of Additional Information should be considered only as bearing on the
ability of Transamerica to meet its obligations under the contract. They should
not be considered as bearing on the investment performance of the assets held in
the variable account.

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APPENDIX

Accumulation Transfer Formula

Transfers after the annuity date are implemented according to the
following formulas:

(1) Determine the number of units to be transferred from the variable
sub-account as follows:
= AT/AUV1

(2) Determine the number of variable accumulation units remaining in
such variable sub-account (after the transfer):
= UNIT1 AT/AUV1

(3) Determine the number of variable accumulation units in the
transferee variable sub-account (after the transfer):
= UNIT2 + AT/AUV2

(4) Subsequent variable accumulation payments will reflect the changes
in variable accumulation units in each variable sub-account as of
the next variable accumulation payment's due date.

Where:

(AUV1) is the variable accumulation unit value of the variable
sub-account that the transfer is being made from as of the end of the
valuation period in which the transfer request was received.

(AUV2) is the variable accumulation unit value of the variable
sub-account that the transfer is being made to as of the end of the
valuation period in which the transfer request was received.

(UNIT1) is the number of variable accumulation units in the variable
sub-account that the transfer is being made from, before the transfer.

(UNIT2) is the number of variable accumulation units in the variable
sub-account that the transfer is being made to, before the transfer.

(AT) is the dollar amount being transferred from the variable
sub-account.

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