SEPARATE ACCOUNT VA-2L OF TRANSAMERICA OCCIDENTAL LIFE INS C
485APOS, 1999-02-25
Previous: PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE ACCOUNT, 485APOS, 1999-02-25
Next: FIRST USA CREDIT CARD MASTER TRUST, 8-K, 1999-02-25



                                                          
   
    As filed with the Securities and Exchange Commission on February 25, 1999
    


<PAGE>


                            Registration No. 33-49998

                                    811-7042
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C 20549
                                    FORM N-4
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933|_|
   
                         Pre-Effective Amendment No. |_|
                       Post-Effective Amendment No. 10 |X|
    
                                       and
   
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
                              Amendment No. 12 |X|
    

                             SEPARATE ACCOUNT VA-2L
                           (Exact Name of Registrant)

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                               (Name of Depositor)

                     1150 South Olive, Los Angeles, CA 90015
              (Address of Depositor's Principal Executive Offices)

        Depositor's Telephone Number, including Area Code: (213) 742-2111

Name and Address of Agent for Service:          Copy to:

James W. Dederer, Esquire                       Frederick R. Bellamy, Esquire
Executive Vice President, General Counsel and  Sutherland, Asbill & Brennan, LLP
Corporate Secretary                             1275 Pennsylvania Avenue, N.W.
Transamerica Occidental Life Insurance Co.      Washington, D.C.  20004-2404
1150 South Olive
Los Angeles, CA 90015

Approximate  date of proposed sale to the public:  As soon as practicable  after
effectiveness of the Registration Statement.

Title of Securities being registered:
Variable Annuity Contracts

   
It is proposed  that this filing will become  effective:
|_|  immediately  upon filing  pursuant to paragraph  (b)
|_| on pursuant to paragraph  (b)
|_| 60 days after  filing  pursuant  to  paragraph  (a)(i)
|X| on May 1, 1999  pursuant  to paragraph (a)(i)
    

         If appropropriate, check the following box:
         _____ This Post-Effective Amendment designates a new effective date for
         a previously filed Post-Effective Amendment.



<PAGE>


          CROSS REFERENCE SHEET
                              Pursuant to Rule 495


                    Showing Location in Part A (Prospectus),
             Part B (Statement of Additional Information) and Part C
           of Registration Statement Information Required by Form N-4

                                     PART A
<TABLE>
<CAPTION>

Item of Form N-4                                                 Prospectus Caption

<S>                                               <C>             <C>
1.   Cover Page...............................................    Cover Page

2.   Definitions..............................................    Definitions

3.   Synopsis.................................................    Summary

4.   Condensed Financial Information..........................    Not Applicable

5.   General
     (a)                                             Depositor         Transamerica Occidental Life
Insurance Company;
                                                                       Additional Information about
Transamerica
                                                                       Occidental Life Insurance Company;
     (b)                                            Registrant         The Variable Account
     (c)                                     Portfolio Company         The Funds
     (d)                                       Fund Prospectus         The Funds
     (e)                                         Voting Rights         Voting Rights

6.   Deductions and Expenses..................................
     (a)                                               General         Charges and Deductions
     (b)                                          Sales Load %         Contingent Deferred Sales Load
     (c)                                 Special Purchase Plan         Not Applicable
     (d)                                           Commissions         Distribution of the Contracts
     (e)                                         Fund Expenses         The Funds
     (f)                                    Operating Expenses         Variable Account Fee Table

7.   Contracts
     (a)                                   Persons with Rights         The Contract; Cash
Withdrawals; Death Benefit;
                                                                       Voting Rights
     (b)                           (i)   Allocation of Premium
                 Payments.....................................    Allocation of Purchase Payments
           (ii)  Transfers....................................    Transfers
           (iii) Exchanges....................................    Federal Tax Matters
     (c)                                               Changes         Addition, Deletion, or
Substitution

     (d)                                             Inquiries         Summary; Available Information

8.   Annuity Period...........................................    Annuity Payments

9.   Death Benefit............................................    Death Benefit

10.        Purchase and Contract Balances

     (a)                                             Purchases         Contract Application and
Purchase Payments
     (b)                                             Valuation         Participant Account Value
     (c)                                     Daily Calculation         Variable Accumulated Value
     (d)                                           Underwriter         Distribution of the Contracts

11.        Redemptions
     (a)                                    By Contract Owners         Withdrawals; Systematic
Withdrawal Option;
                                                                       Automatic Payout Option
           By Annuitant.......................................    Not Applicable
     (b)                                             Texas ORP         Not Applicable
     (c)                                           Check Delay         Cash Withdrawals
     (d)                                                 Lapse         Not Applicable
     (e)                                             Free Look         Definitions; Summary; Contract
Application and
           ...................................................    Purchase Payments

12.        Taxes..............................................    Federal Tax Matters

13.        Legal Proceedings..................................    Legal Proceedings

14.        Table of Contents for the
     Statement of
     Additional Information...................................    Statement of Additional Information Table
of
                                                                  Contents

                                     PART B

Item of Form N-4                                                                Statement of Additional
                                                                                Information Caption

15.        Cover Page.........................................    Cover Page

16.        Table of Contents..................................    Table of Contents

17.        General Information
     and History..............................................    (Prospectus) Transamerica Occidental Life
                                                                  Insurance Company; (Prospectus)
Additional
                                                                  Information About Transamerica
Occidental Life
                                                                  Insurance Company

18.        Services...........................................
     (a)                                     Fees and Expenses
           of Registrant......................................    (Prospectus) Variable Account Fee Table;
                                                                  (Prospectus) The Funds
     (b)                                  Management Contracts         (Prospectus) Third Party
Administration
     (c)                                             Custodian         Records and Reports;
Safekeeping of Account
                                                                       Assets
           Independent Auditors  .............................    (Prospectus) Accountants
     (d)                                  Assets of Registrant         Not Applicable
     (e)                                     Affiliated Person         Not Applicable
     (f)                                 Principal Underwriter         Not Applicable


19.        Purchase of Securities
     Being Offered............................................    (Prospectus) The Contract
     Offering Sales Load......................................    (Prospectus) Contingent Deferred Sales
Load

20.        Underwriters.......................................    (Prospectus) Distribution of the Contracts
21.        Calculation of Performance
     Data.....................................................    (Prospectus) Performance Data; Calculation of
                                                                  Yields and Total Returns
22.        Annuity Payments...................................    (Prospectus) Annuity Payments; Annuity
Period
23.        Financial Statements...............................    Financial Statements


                           PART C -- OTHER INFORMATION

Item of Form N-4                                                       Part C Caption

24.        Financial Statements
     and Exhibits.............................................    Financial Statements and Exhibits
     (a)                                  Financial Statements         Financial Statements
     (b)                                              Exhibits         Exhibits

25.        Directors and Officers of
     the Depositor............................................    Directors and Officers of the Depositor

26.        Persons Controlled By or Under Common Control
     with the Depositor or Registrant                                  Persons Controlled By or
Under Common Control
                                                                       with the Depositor or Registrant

27.        Number of Contract Owners..........................    Number of Contract Owners

28.        Indemnification....................................    Indemnification

29.        Principal Underwriters.............................    Principal Underwriters

30.        Location of Accounts
     and Records..............................................    Location of Accounts and Records

31.        Management Services................................    Management Services

32.        Undertakings.......................................    Undertakings

     Signature Page...........................................    Signature Page
</TABLE>

<PAGE>

                                                           1
                                 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  eighteen  Sub-Accounts  corresponding  to  eighteen  funds
("Portfolios") in the Variable Account or in the Guaranteed Periods of the Fixed
Account  from  Transamerica.  You could  gain or lose  money  you  invest in the
Portfolios,  but you could also earn more than  investing  in the Fixed  Account
options.  Transamerica  guarantees  the  safety of money  invested  in the Fixed
Account  options.  The  Fixed  Account  and  some of the  Portfolios  may not be
available in all states.

         The Contract is a deferred annuity,  which means it has two phases: the
accumulation phase and the annuity phase.  During the accumulation phase you can
make additional purchase payments to the Contract, transfer your money among the
investment  options,  and withdraw some or all of your  investment.  During this
phase earnings  accumulate on a tax-deferred  basis for individuals,  but if you
withdraw  money some or all of it may be taxable.  Tax deferral is not available
for corporations and some trusts.

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

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

3. Purchasing a Contract. Generally, you must invest at least $5,000 to purchase
a Contract,  and then you can make more  investments of at least $500 each ($100
each if made  under  the  automatic  payment  plan and  deducted  from your bank
account).  You may cancel your Contract during the Free Look Period.  This right
is explained in item 10 on page 4 of this Profile.

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

4.  Investment  Options.  VARIABLE  ACCOUNT:  You  can  invest  in  any  of  the
Sub-Accounts corresponding to the following eighteen 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
         Small Cap                  International Equity              Limited Term High Income
</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  Transamerica  guarantees the principal invested plus at least 3%
annual interest.

5.  Expenses.  The Contract  provides many benefits and features that you do not
get with a regular  mutual fund.  It costs  Transamerica  money to provide these
benefits, so there are charges in connection with this Contract. If you withdraw
your money within seven years of investing it, there may be a withdrawal  charge
of up to 6% of the amount invested. Once each Contract Year we deduct an Account
Fee of no more than $30 (there is no fee if your Account Value is over $50,000).
Insurance and administrative  charges of 1.40% per year are charged against your
average daily value in the Variable  Account 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. 28% to 1.42% 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%        0.61%           2.01%             $74.40             $233.76
Special Value                    1.40%        0.99%           2.39%             $78.21             $272.63
Zero Coupon 2000                 1.40%        0.61%           2.01%             $74.40             $233.76
Quality Bond                     1.40%        0.75%           2.15%             $75.81             $248.27
Small Cap                        1.40%        0.78%           2.18%             $76.11             $251.35
Capital Appreciation             1.40%        0.80%           2.20%             $76.31             $253.39
Stock Index                      1.40%        0.28%           1.68%             $71.08             $198.70
Socially Responsible             1.40%        0.82%           2.22%             $76.51             $255.44
Growth and Income                1.40%        0.80%           2.20%             $76.31             $253.39
International Equity             1.40%        1.06%           2.46%             $78.91             $279.62
International Value              1.40%        1.42%           2.82%             $82.51             $314.73
Disciplined Stock                1.40%        1.02%           2.42%             $78.51             $275.63
Small Company                    1.40%        1.12%           2.52%             $79.51             $285.56

Balanced                         1.40%        1.00%           2.40%             $78.31             $273.63
Limited Term High Income         1.40%        0.89%           2.29%             $77.21             $262.55
Transamerica Growth              1.40%        0.85%           2.25%             $76.84             $261.67
CoreValue                        1.40%        1.00%           2.40%             $78.36             $279.12
MidCap Stock                     1.40%        1.00%           2.40%             $78.36             $279.12
</TABLE>

The  Annual  Portfolio  Charges  above are for 1998 and do not  reflect  expense
reimbursements  or fee  waivers,  except for the  Limited  Term High  Income and
Transamerica  Growth Portfolios.  Expenses may be higher or lower in the future.
See the Variable Account Fee Table on page 12 of the Triple Advantage prospectus
for more detailed information.
    

6. Federal Income Taxes. Individuals generally are not taxed on increases in the
contract  value until a  distribution  occurs  (e.g.,  a  withdrawal  or annuity
payment) or is deemed to occur  (e.g.,  a pledge,  loan,  or  assignment  of the
contract).  If you  withdraw  money,  earnings  come out  first  and are  taxed.
Generally,   some  portion   (sometimes  all)  of  any  distribution  or  deemed
distribution is taxable as ordinary income. In some cases,  income taxes will be
withheld  from  distributions.  If you are  under  age 59 1/2 when you  withdraw
money,  an  additional  10%  federal  tax  penalty  may  apply on the  withdrawn
earnings.  Certain  owners that are not  individuals  may be currently  taxed on
increases in the contract, whether distributed or not.

7. Access to Your Money. You can generally take money out at any time during the
accumulation phase. A withdrawal charge of up to 6% of a purchase payment may be
assessed by  Transamerica,  but no  withdrawal  charge will be assessed on money
that has been in the Contract for seven years. In certain cases,  the withdrawal
charge may be waived if you are in a hospital or nursing  home for a long period
or, in some states,  if you are  diagnosed  with a terminal  illness.  After the
first Contract  Year, for only the first  withdrawal in a Contract Year, you may
withdraw  the  greater  of  accumulated  earnings  or 15% of  Purchase  Payments
received at least one but less than seven years ago.  Additionally,  at any time
you can withdraw  accumulated  earnings on your purchase payments not previously
withdrawn without a withdrawal charge. (See Page 33 of the prospectus for a more
detailed discussion.)

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

If you  withdraw  money  from the Fixed  Account  option  prematurely,  you will
generally  forfeit  some of the  interest  that you earned,  but 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>

<TABLE>
<CAPTION>


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

Special Value(1)               21.36%    (5.67%)    (0.48%)    (3.48%)    26.74%    (0.41%)     8.99%       N/A
Zero Coupon 2000(1)            5.45%      1.10%     16.35%     (5.41%)    13.52%     7.29%     17.14%      6.28%
Quality Bond(1)                7.83%      1.63%     18.91%     (6.17%)    13.66%    10.45%     12.47%       N/A
Small Cap(1)                   15.06%    15.06%     28.84%      4.95%     65.77%    68.98%     156.07%      N/A
Capital Appreciation(2)        26.21%    22.71%     32.82%      1.45%      N/A        N/A        N/A        N/A
Stock Index(3)                 31.05%    19.80%     35.92%     (0.60%)    7.75%      5.55%     27.98%     (6.52%)
Socially Responsible(4)        26.59%    19.00%     33.67%     (0.08%)     N/A        N/A        N/A        N/A
Growth and Income(5)           14.53%    18.63%     59.58%       N/A       N/A        N/A        N/A        N/A
International Equity(5)        8.02%      9.82%      6.62%       N/A       N/A        N/A        N/A        N/A
International Value(6)         7.13%       N/A        N/A        N/A       N/A        N/A        N/A        N/A

Disciplined Stock(6)           29.62%      N/A        N/A        N/A       N/A        N/A        N/A        N/A
Small Company Stock(6)         20.01%      N/A        N/A        N/A       N/A        N/A        N/A        N/A
Balanced
Limited Term High Income
Transamerica Growth(7)         50.34%    26.63%     53.02%      7.71%     27.73%    13.58%     41.47%     (12.58%)
Core Value
MidCap Stock
</TABLE>

12-15-94fo (7)Portfolio Inception 2-26-69ortfolio Inception 9-29-89
    (5) Portfolio Inception
(2) Portfolio Inception 4-5-93   (4) Portfolio Inception 10-7-93
     (6) Portfolio Inception 5-1-96
    

Data is for full years only.  The figures for the Money Market,  Special  Value,
Zero Coupon 2000,  Quality Bond, Small Cap, Stock Index and Transamerica  Growth
Sub-Accounts  include  data  for  periods  before  the  Sub-Accounts   commenced
operations,  based on the actual  performance  of the  corresponding  Portfolios
since they commenced operations.

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

         The death benefit will be the greatest of: (1), the Account Value;  (2)
a seven-year  step-up death benefit,  which is the highest  Account Value on 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  Transamerica to automatically
transfer  amounts from the Purchase  Payments you allocated to the Money Market,
Limited Term High Income or Quality Bond Sub-Accounts,  or possibly from another
Sub-Account  or a  Guarantee  Period of the Fixed  Account,  to any of the other
Sub-Accounts  each month.  Dollar Cost Averaging is intended to give you a lower
average cost per share or unit than a single,  one time investment,  but it does
not assure a profit or protect against loss and is intended to continue for some
time.

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

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

     AUTOMATIC  PAYOUT  OPTION.  If you have  certain  Qualified  Contract  (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 18 Sub-Accounts within the Variable Account
 Designated as Separate Account VA-2L

In Addition to:

 A Fixed Account


* This prospectus contains
       information you should
Variable Account Options

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 contract by requesting a copy of the
Statement of Additional  Information or SAI dated May 1, 1999. The SAI is Growth
and Income  International Equity International Value Disciplined Stock available
free by writing to  Transamerica  Occidental  Life  Insurance  Company,  Annuity
Service  Center,  P.O.  Box  31848,  Charlotte,  NC  28231-1848  or  by  calling
800-258-4260.  Small Company Stock Balanced Limited Term High Income  Portfolios
of Dreyfus  Variable  Investment  Fund  Dreyfus  Stock  Index  Fund The  Dreyfus
Socially Responsible Growth Fund, Inc. Core Value and MidCap Stock Portfolios of
Dreyfus  Investment   Portfolios  Growth  Portfolio  of  Transamerica   Variable
Insurance Fund, Inc.

     The current SAI has been filed with the Securities and Exchange  Commission
and is incorporated by reference into this prospectus.  The table of contents of
the SAI is included on page _____ of this prospectus.



* 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

TABLE OF CONTENTS                                         Page
SUMMARY 6
PERFORMANCE DATA        15
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
AND THE VARIABLE  ACCOUNT       16
        Transamerica Occidental Life Insurance Company  16
        Published Ratings       16
        The Variable Account    16
THE FUNDS       17
        Addition, Deletion or Substitution      20
THE FIXED ACCOUNT       20
THE CONTRACT    21
CONTRACT APPLICATION AND PREMIUMS       21
        Purchase Payments       21
        Allocation of Purchase Payments 22
        Investment Option Limit 22
ACCOUNT VALUE   22
TRANSFERS       23
        Before the Annuity Date 23
        Possible Restrictions   23
        Dollar Cost Averaging   23
        Automatic Asset Rebalancing     24
        After the Annuity Date  24
CASH WITHDRAWALS        24
        Withdrawals     24
        Systematic Withdrawal Option    25
        Automatic Payout Option 26
DEATH BENEFIT   26
        Payment of Death Benefit        26
        Designation of Beneficiaries    26
        Death of Annuitant Prior to the Annuity Date    27
        Death of Owner Prior to the Annuity Date        27
        Death of Annuitant or Owner After the Annuity Date      27
CHARGES AND DEDUCTIONS  27
        Contingent Deferred Sales Load  27
        Administrative Charges  28
        Mortality and Expense Risk Charge       28
        Purchase Payment Taxes  29
        Transfer Fee    29
        Systematic Withdrawal Option    29
        Taxes   29
        Portfolio Expenses      29
        Sales in Special Situations     29
ANNUITY PAYMENTS        30
        Annuity Date    30
        Annuity Payment 30
        Election of Annuity Forms and Payment Options   30
        Annuity Payment Options 30
        Fixed Annuity Payment Option    31
        Variable Annuity Payment Option 31
        Annuity Forms   31
        Alternate Fixed Annuity Rates   32
QUALIFIED CONTRACTS     32
        Automatic Payout Option 32
        Restrictions under 403(b) Programs      33
FEDERAL TAX MATTERS     33
        Introduction    33
        Purchase Payments       33
        Taxation of Annuities   34
        Qualified Policies      36
        Possible Change in Taxation     37
        Other Tax Consequences  37
DISTRIBUTION OF THE CONTRACT    38
PREPARING FOR THE YEAR 2000     38
LEGAL PROCEEDINGS       38
LEGAL MATTERS   38
ACCOUNTANTS     38
VOTING RIGHTS   39
AVAILABLE INFORMATION   39
APPENDIX A      41
        Statement of Additional Information - Table of Contents 41
APPENDIX B      41
        Example of Variable Accumulation Unit Value Calculations        41
        Example of Variable Annuity Unit Value Calculations     41
        Example of Variable Annuity Payment Calculations        41
APPENDIX C      41
        Definitions     41
APPENDIX D      41
        Condensed Financial Information 41





SUMMARY

You will find a list of  definitions  of the terms  used in this  prospectus  in
Appendix C on page 44.

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 permission, 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 Sections 408 or 408A of the Code;

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

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

The Issuer

The  contract  is issued by  Transamerica  Occidental  Life  Insurance  Company,
Transamerica, a wholly-owned subsidiary of Transamerica Insurance Corporation of
California,  which in turn is a direct  subsidiary of Transamerica  Corporation.
Our  principal  office is at 1150 South Olive  Street,  Los Angeles,  California
90015, telephone 213-742-2111.

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, salesman 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.

Prior to the  annuity  date,  the account  value will  depend on the  investment
experience of each  sub-account of the variable  account  selected by the owner.
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,  prior to 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 an  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 21.

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  eighteen  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 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 page 27.

Each  portfolio  has distinct  investment  objectives  and  policies,  which are
described  in the  accompanying  prospectuses  for the funds.  See  Charges  and
Deductions  on page 27.  For more  information  about the funds see The Funds on
page 17 and the accompanying fund's 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 prior to 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  sub-accounts of the
variable account and the fixed account.

Transfers Before the Annuity Date

        Prior to the annuity date, you may make transfers  between and 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 of $10 for each  transfer in excess of 18 per contract  year. We
exclude  transfers under certain  programs,  which will not count towards the 18
free  transfers  per contract  year.  If you  transfer  amounts from a guarantee
period prior to 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 rollover IRA's, qualified contracts are sold only with Transamerica's
prior  permission.  We will  generally  deduct the annual  account fee on a full
surrender of a contract. We will permit 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 prior to 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 24.

The Contingent Deferred Sales Load

Transamerica does not deduct a sales charge from purchase payments,  although we
may deduct premium taxes.

However,  if any part of the account value is withdrawn,  a contingent  deferred
sales  load  of up to 6% of  purchase  payments  withdrawn  may be  assessed  by
Transamerica  to cover certain  expenses  relating to the sale of the contracts,
including  commissions  to  registered  representatives  and  other  promotional
expenses.  Transamerica guarantees that the 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. You may make  withdrawals up to the allowed amount  described  below
without incurring a contingent deferred sales load each contract year before the
annuity date.

The allowed amount is equal to:

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

* after you have held your contract for at least one full contract year, for the
first withdrawal, and only the first withdrawal, 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) 15% of purchase  payments  received at least one but less than seven complete
contract  years before the date of  withdrawal  not reduced to take into account
any withdrawals deemed to be made from such purchase payments.

* after the first contract year,  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 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.  Additionally,  we will 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 on page 27 and Cash Withdrawals on page 24.

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 28. We guarantee that this mortality and expense risk charge will
not be increased.

Transamerica  also  deducts 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 28.

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 $10  charge is  imposed  for each  transfer  in excess  of  eighteen  during a
contract year. See Transfer Fee on page 29.

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 38.

In addition,  if you withdraw or transfer  amounts out of a guarantee  period of
the fixed account prior to 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.





Variable Account Fee Table

The  purpose  of this  table is to help you  understand  the  various  costs and
expenses that the owner will bear directly and  indirectly.  The table  reflects
expenses of the variable account as well as of the portfolios. The table assumes
that the entire account value is in the variable  account.  The  information set
forth  should be  considered  together  with the  narrative  provided  under the
heading  Charges  and  Deductions  on page 27 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
Purchase Payments Receipt
Contingent Deferred
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%


        Other Contract Expenses

        Transfer Fee (first 18 per Contract Year)3                 0
        Systematic Withdrawal Fee                          0
        Account Fee4                                    $30


                Variable Account Annual Expenses1

Mortality and Expense Risk Charges              1.25%
Adminitrative Expense Charge5                   0.15%
Other Fees and Expenses of the Variable Account 0.00%
Total Variable Account Annual Expenses          1.40%


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

Portfolios
Management
Fee
Other
Expenses
Total Portfolio
Annual Expense
Money Market
0.50%
0.11%
0.61%
Special Value
0.75%
0.24%
0.99%
Zero Coupon 2000
0.45%
0.16%
0.61%
Quality Bond
0.65%
0.10%
0.75%
Small Cap
0.75%
0.03%
0.78%
Capital Appreciation
0.75%
0.05%
0.80%
Stock Index Fund
0.25%
0.03%
0.28%
Socially Responsible Growth Fund
0.75%
0.07%
0.82%
Growth and Income
0.75%
0.05%
0.80%
International Equity
0.75%
0.31%
1.06%
International Value
1.00%
0.42%
1.42%
Disciplined Stock
0.75%
0.27%
1.02%
Small Company Stock
0.75%
0.37%
1.12%
Balanced
0.75%
0.25%
1.00%
Limited Term High Income
0.65%
0.24%
0.89%
Transamerica Growth
0.75%
0.10%
0.85%
Core Value
0.75%
0.25%
1.00%
MidCap Stock
0.75%
0.25%
1.00%

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

Notes to Fee Table:

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

2. 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 purchase payment for seven contract years, you may withdraw the remaining
purchase  payments  without any  contingent  deferred sales load. You may always
withdraw accumulated earnings without a CDSL.

3. We will charge a transfer  fee of $10 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  account fee per contract year is the lesser of $30 or 2%
of the account value. We may change the fee annually, but it will not exceed the
lesser of $60, or 2% of the account  value.  The current  annual  administrative
expense charge is 0.15%. We may increase it to 0.25%.

5.  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. We anticipate that such waivers
and reimbursements will continue for calendar year 1999. 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,  _____%, ____% and
_____% for  Transamerica  Growth Portfolio and _____%,  ______%,  and _____% for
Limited Term High Income Portfolio, respectively.


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.  Purchase  Payment taxes may be applicable.  See
Purchase Payment Taxes on page 29.

* These examples show expenses without reflecting fee waivers and reimbursements
for 1998.  Except  for the  Limited  Term High  Income and  Transamerica  Growth
Portfolios,  it is not anticipated that there will be any fee waivers or expense
reimbursements in the future.

Example 1

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

Variable Sub-Accounts
1 Year
3 Years
5 Years
10 Years
Money Market
$71.40
$105.05
$141.94
$233.76
Special Value
$75.21
$117.05
$161.55
$272.63
Zero Coupon 2000
$71.40
$105.55
$141.94
$233.76
Quality Bond
$72.81
$109.80
$149.39
$248.27
Small Capital
$73.11
$110.71
$150.95
$251.35
Capital Appreciation
$73.31
$111.32
$151.96
$253.39
Stock Index
$68.08
$  95.46
$124.16
$198.70
Socially Responsible Growth
$73.51
$111.92
$152.98
$255.44
Growth Income
$73.31
$111.32
$151.96
$253.39
International Equity
$75.91
$119.15
$165.05
$279.62
International Value
$79.51
$129.90
$182.89
$314.73
Disciplined Stock
$75.51
$117.95
$163.05
$275.63
Small Company Stock
$76.51
$120.95
$168.05
$285.56
Balanced Fund
$75.31
$117.35
$162.05
$273.63
Limited Term High Income
$74.21
$114.03
$156.51
$262.55
Transamerica Growth Fund
$73.84
$113.08
$154.87
$261.67
Core Value
$75.36
$117.78
$162.95
$279.12
MidCap Stock
$75.36
$117.78
$162.95
$279.12


Example 2

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

Variable Sub-Accounts
1 Year
  3 Years
 5 Years
  10 Years
Money Market
$20.40
$63.05
$108.29
$233.76
Special Value
$24.21
$74.55
$127.55
$272.63
Zero Coupon 2000
$20.40
$63.05
$108.29
$233.76
Quality Bond
$21.81
$67.30
$115.43
$248.27
Small Capital
$22.11
$68.21
$116.95
$251.35
Capital Appreciation
$22.31
$68.82
$117.96
$253.39
Stock Index
$17.08
$52.96
$91.26
$198.70
Socially Responsible Growth
$22.51
$69.42
$118.98
$255.44
Growth Income
$22.31
$68.82
$117.96
$253.39
International Equity
$24.91
$76.65
$131.05
$279.62
International Value
$28.51
$87.40
$148.89
$314.73
Disciplined Stock
$24.51
$75.45
$129.05
$275.63
Small Company Stock
$25.51
$78.45
$134.05
$285.56
Balanced Fund
$24.31
$74.85
$128.05
$273.63
Limited Term High Income
$23.21
$71.53
$122.51
$262.55
Transamerica Growth Fund
$22.84
$70.58
$121.22
$261.67
Core Value
$24.36
$75.28
$129.30
$279.12
MidCap Stock
$24.36
$75.28
$129.30
$279.12

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 purchase payment assuming a 5% annual return on assets:

Variable Sub-Accounts
1 Year
3 Years
 5 Years
10 Years
Money Market
$71.40
$63.05
$108.29
$233.76
Special Value
$75.21
$74.55
$127.55
$272.63
Zero Coupon 2000
$71.40
$63.05
$108.29
$233.76
Quality Bond
$72.81
$67.30
$115.43
$248.27
Small Capital
$73.11
$68.21
$116.95
$251.35
Capital Appreciation
$73.31
$68.82
$117.96
$253.39
Stock Index
$68.08
$52.96
$91.26
$198.70
Socially Responsible. Growth
$73.51
$69.42
$118.98
$255.44
Growth Income
$73.31
$68.82
$117.96
$253.39
International Equity
$75.91
$76.65
$131.05
$279.62
International Value
$79.51
$87.40
$148.89
$314.73
Disciplined Stock
$75.51
$75.45
$129.05
$275.63
Small Company Stock
$76.51
$78.45
$134.05
$285.56
Balanced Fund
$75.31
$74.85
$128.05
$273.63
Limited Term High Income
$74.21
$71.53
$122.51
$262.55
Transamerica Growth Fund
$73.84
$70.58
$121.22
$261.67
Core Value
$75.36
$75.28
$129.30
$279.12
MidCap Stock
$75.36
$75.28
$129.30
$279.12

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

**For annuitizations before the third contract anniversary, or for annuitization
under a form that does not include life  contingencies,  a  contingent  deferred
sales load may apply.

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 contract.  The assumed 5% annual return is only  hypothetical.
It is not a  representation  of past or future returns.  Actual returns could be
greater or less than this assumed rate.





Annuity Payments

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 the service center.  You must
return the contract  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 mail. 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 in accordance with 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  Application  and Purchase
Payments page 28 and Account Value page 30.

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  be able  to  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.

With respect to 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.


CONDENSED FINANCIAL INFORMATION

You will find condensed financial  information on each sub-account in Appendix D
on page  45.  You will  find  the  full  financial  statements  and  reports  of
independent  auditors for the variable  account in the  Statement of  Additional
Information.


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 applies 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: * Lpper 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 prior to 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  in
1906. It is mainly engaged in the sale of life insurance and annuity  contracts.
Transamerica is a wholly-owned  subsidiary of Transamerica Insurance Corporation
of California, which in turn is a direct subsidiary of Transamerica Corporation.
The address for  Transamerica  Occidental  Life Insurance  Company is 1150 South
Olive Street, Los Angeles, California 90015.

Published Ratings

Transamerica may from time to time publish in  advertisements,  sales literature
and reports to owners,  the ratings and other information  assigned to it by one
or more independent rating  organizations such as A.M. Best Company,  Standard &
Poor's,  Moody's and Duff & Phelps. The purpose of the ratings is to reflect the
financial strength and/or claims-paying  ability of Transamerica.  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.

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 eighteen 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:
* Series 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.

The 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  contracts.  As a result,  each portfolio  operates as a separate
investment  portfolio  and the  investment  performance  of one portfolio has no
effect on the investment performance of any other portfolio.

The Stock Index Fund was  incorporated  under  Maryland law on January 24, 1989,
and  commenced  operations  on September  29, 1989.  It is  registered  with the
Commission as an open-end, non-diversified, management investment company.

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

Dreyfus Investment  Portfolios  organized as an investment  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,  two
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
contracts  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 and the Socially  Responsible
Fund.

* Mellon Equity Associates  provides index fund management services to the Stock
Index Fund, with The Dreyfus  Corporation  serving as the manager, in accordance
with applicable agreements with the fund.

* Fayez Sarofim & Co. provides  sub-investment advisory services for the Capital
Appreciation Portfolio.

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

* 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  Portfolio and Transamerica VIF
prospectuses for more information.

Money Market Portfolio The Money Market Portfolio's  investment  objective is to
achieve as high a 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 investing in a wide range
of equity  and debt  securities  and money  market  instruments.  An  investment
advisory fee is payable monthly to The Dreyfus Corporation at the annual rate of
0.75 of 1% of the value of the portfolio's average daily net assets.

Zero Coupon 2000 Portfolio

The Zero Coupon 2000 Portfolio's  investment  objective is to provide as high an
investment return as is possible while preserving  capital.  It seeks to achieve
its objective by investing primarily in:

* debt  obligations of the U.S.  Treasury bonds 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 possible while  preserving  capital and the maintaining
liquidity.  It seeks to achieve  its  objective  by  investing  mainly in:  debt
obligations  of  corporations,   the  U.S.   Government  and  its  agencies  and
instrumentalities,  and major banking institutions.  The investment advisory fee
is  payable  monthly  at the  annual  rate  of 0.65  of 1% of the  value  of the
portfolio's average daily net assets.

Small Cap Portfolio

The  Small  Cap  Portfolio's   investment   objective  is  to  maximize  capital
appreciation.  It seeks to achieve its  objective by investing  mainly in common
stocks.  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 the 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
as much long-term capital growth as possible 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 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 as much
long-term capital growth,  current income and growth of income as possible while
undertaking  reasonable  investment  risk. This portfolio  invests  primarily in
equity and debt securities and money market  instruments of domestic and foreign
issuers.  The  proportion  of the  portfolio's  assets  invested in each type of
security  will  vary  from  time  to  time  in   accordance   with  The  Dreyfus
Corporation's assessment of economic conditions and investment opportunities. An
investment  advisory fee is payable  monthly to The Dreyfus  Corporation  at the
annual  rate of 0.75 of 1% of the  value of the  portfolio's  average  daily net
assets.

International Equity Portfolio

The International Equity Portfolio's investment objective is to maximize capital
appreciation.  This portfolio's  invests  primarily in the equity  securities of
foreign issuers located  throughout the world. An investment  advisory fee at an
annual  rate of 0.75 of 1% of the  value of the  portfolio's  average  daily net
assets is payable monthly to The Dreyfus Corporation.

International Value Portfolio

The International  Value Portfolio's  investment  objective is long-term capital
growth.  This  portfolio  invests  primarily in a portfolio  of publicly  traded
equity securities of foreign issuers.  Each equity within the portfolio would be
characterized  as value  companies  according  to  criteria  established  by the
portfolio's investment adviser. An investment advisory fee is payable monthly to
The  Dreyfus  Corporation  at the  annual  rate of  1.00%  of the  value  of the
portfolio's average daily net assets.

Disciplined Stock Portfolio

The Disciplined Stock Portfolio's  investment objective is to provide investment
results that are greater than the total return  performance  of publicly  traded
common  stocks as a group,  as presented by the Standard & Poor's 500  Composite
Stock Price Index.  This portfolio will use  quantitative  statistical  modeling
techniques  to  build a  portfolio  in an  attempt  to  achieve  its  investment
objective.  It will do so without  assuming  risk greater than that found in the
broad stock market. An investment advisory fee is payable monthly to The Dreyfus
Corporation  at the  annual  rate of 0.75 of 1% of the value of the  Portfolio's
average daily net assets.

Small Company Stock Portfolio

The  Small  Company  Stock  Portfolio's   investment  objective  is  to  provide
investment  results  that are  greater  than the  total  return  performance  of
publicly  traded common stocks 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 to
the  Dreyfus  Corporation  at the annual  rate of 0.75 of 1% of the value of the
portfolio's average daily net assets.

Balanced Portfolio

The Balanced  Portfolio's  investment objective is to provide investment results
that are greater than the total return performance of common stocks and bonds as
a group,  as represented by a hybrid index.  60% of the portfolio is composed of
the common stocks in the Standard & Poor's 500 Composite Stock Price Index.  40%
of the  portfolio is composed of the bonds in the Lehman  Brothers  Intermediate
Government/Corporate  Bond Index. This Series invests primarily in common stocks
and bonds.  The Dreyfus  Corporation  selects the  proportion of each,  based on
their expected returns and risks. An investment  advisory fee is payable monthly
to the Dreyfus  Corporation at the annual rate of 0.75 of 1% of the value of the
portfolio's average daily net assets.

Limited Term High Income Portfolio

The Limited  Term High Income  Portfolio's  investment  objective is to maximize
total return,  through 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.
Under normal market  conditions,  these bonds will have an effective duration of
three and one-half years or less and an effective average portfolio  maturity of
four years or less.  Investments  of this type are subject to a greater  risk of
loss of principal and non-payment of interest. Investors should carefully assess
the risks  associated  with an  investment  in the  portfolio.  Those  risks are
described in the portfolio's  prospectus.  An investment advisory fee is payable
monthly to the Dreyfus  Corporation at the annual rate of 0.65of 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 Stock  Index  Fund is not  sponsored  by or  affiliated  with
Standard & Poor's  Corporation  in any way.  The Stock Index Fund pays a monthly
management  fee to The Dreyfus  Corporation at the annual rate of 0.245 of 1% of
the value of the Stock Index Fund's average daily net assets.

Socially Responsible Fund

The Socially  Responsible  Fund's primary goal is to provide capital growth.  It
seeks to  achieve  this  goal by  investing  principally  in common  stocks,  or
securities  convertible into common stock. Stocks selected for this fund will be
issued by companies  which, in the opinion of the fund's  management,  must meet
traditional investment standards. They must also show evidence that they conduct
their business in a manner that contributes to the enhancement of the quality of
life in America. Current income is a secondary goal. A management fee is payable
monthly to The Dreyfus Corporation and a sub-investment  advisory fee is payable
monthly to NCM Capital  Management  Group, Inc. at the total annual rate of 0.75
of 1% of the value of the Socially Responsible Fund's average daily net assets.

Core Value Portfolio

The Core Value  Portfolio is a  diversified  portfolio.  Its primary  investment
objective  is to  provide  long-term  growth  of  capital.  Current  income is a
secondary investment  objective.  The portfolio anticipates that at least 65% of
the value of its total assets,  except when  maintaining  a temporary  defensive
position,  will  be  invested  in  equity  securities,  such as  common  stocks,
preferred  stock  and  securities  convertible  into  common  stocks,  including
depository  receipts.  All of these would be characterized as equity  securities
issued by "value"  companies  according to criteria  established  by The Dreyfus
Corporation.  In general,  the portfolio's  investments are broadly  diversified
over a number of industries.  As a matter of operating  contract,  the portfolio
will not  invest  more  than 25% of its  total  assets  in any one  industry.  A
management fee is payable monthly to The Dreyfus  Corporation at the annual rate
of 0.75 of 1% of the portfolio's average daily net assets.


MidCap Stock Portfolio

The MidCap Stock Portfolio is a diversified portfolio.  Its 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.  Medium-size issuers will include those U.S.
companies  with  market  capitalizations  generally  ranging  in value from $200
million to $5  billion.  Market  capitalization  is defined as market  price per
share times the number of shares  outstanding.  The portfolio also may invest in
large and small capitalization companies, including emerging and cyclical growth
companies.  Emerging and cyclical growth  companies are firms which,  while they
may not have a history of stable long-term growth,  are nonetheless  expected to
represent attractive  investments.  The equity securities in which the portfolio
invests consist of common stocks,  preferred  stocks and securities  convertible
into common  stocks,  including  those in the form of Depositary  Receipts.  The
portfolio is not an index fund and its investments are not limited to securities
of issuers included in the S&P 400 Index. A management fee is payable monthly to
The  Dreyfus  Corporation  at the  annual  rate of 0.75 of 1 of the  portfolio's
average daily net assets.

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. a monthly  fee of 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 of
series, 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.  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.  Transamerica  retains  the  right to make  changes  in the  variable
account and in its investments.


Transamerica reserves the right to:

* eliminate the shares of any portfolio held by a sub-account; 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 see 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  Transamerica's  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. Transamerica may also
eliminate one or more sub-accounts if, in its sole discretion,  marketing,  tax,
investment  or other  conditions  so warrant.  In the event any  sub-account  is
eliminated,  Transamerica  will notify owners and request a re-allocation of the
amounts invested in the eliminated sub-account.

In the  event  of any  substitution  or  change,  Transamerica  may  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 the general account of Transamerica, which supports insurance and
annuity obligations. Because of exemptive and exclusionary provisions, interests
in the general  account have not been  registered  under the  Securities  Act of
1933,  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 the general  account of
Transamerica.  The general account of  Transamerica  consists of all the general
assets of Transamerica,  other than those in the variable account,  or 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 the 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 prior
to its  expiration  date will be subject to an interest  adjustment as described
below.  In no event will the effective  annual rate of interest  applicable to a
guarantee period be less than 3% per year.

Interest Adjustment

Except in certain  circumstances,  an  interest  adjustment  will be made to any
amount  withdrawn or transferred  from a guarantee  period before its expiration
date Any such amount  withdrawn or transferred  from a guarantee  period will be
credited with interest at a rate of only 3% per year from the date the guarantee
period was  established  to the date of payment or transfer,  regardless  of the
guaranteed  interest rate.  This means that any interest in excess of 3% will be
forfeited on the amount withdrawn or transferred.

        Exceptions to the interest adjustment include:

1. amounts  withdrawn within 30 days before the expiration date of the guarantee
period;

2. amounts  withdrawn from a guarantee period serving as the source account,  if
available, for dollar cost averaging transfers; 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,  prior to 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 selected by the Owner, or

b) the date the notice,  in a form and manner  acceptable  to us, is received at
the 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 the service center
by the expiration  date of the guarantee  period.  If such election has not been
received by us at the 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.
Transamerica reserves 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.  Transamerica  is  responsible  for the  obligations
stated in the contract.

The  contracts  may be used for rollover  IRAs and for  rollover  Roth IRAs that
qualify for special  federal income tax  treatment.  With  Transamerica's  prior
permission,  the  contracts  may also be available as a  contributory  IRAs,  as
contributory  Roth IRAs,  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 the service center. We will
send the owner 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.  Transamerica,  may, at its  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 possibly could be levied in the future in New
York,  or in any other  state in which the owner  lives,  where  such  taxes are
levied in the  future.  Acceptance  of the  application  is  subject to it being
received  in  good  order.   Transamerica  reserves  the  right  to  reject  any
application  or purchase  payment.  Contracts  normally  will not be issued with
respect to  annuitants  more than 80 years  old,  although  Transamerica  in its
discretion may waive this restriction in certain cases.

If the initial purchase payment cannot be credited within two days of receipt of
the purchase payment and information  requesting  issuance of a contract because
the information is incomplete or for any other reason,  then  Transamerica  will
contact the owner.  We will explain the reason for the delay and will refund the
initial  purchase  payment  within five  business  days.  However,  if the owner
consents to Transamerica  retaining the initial purchase payment, we will credit
it to your contract 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,  Transamerica will refund the greater of the
purchase  payments  or  account  value of the date the  written  notice  and the
contract are received by Transamerica.  In other states,  the purchase  payments
allocated  to the fixed  account  plus the  variable  accumulated  value will be
returned  with any  adjustments  required by applicable  law or regulation  (and
without  imposition of any  contingent  deferred  sales load) as of the date the
notice  and  contract  are  received.   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 prior to
the annuity date,  as long as the  annuitant or contingent  annuitant is living.
Additional  purchase payments must be at least $500, or at least $100 if 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 prior
approval of Transamerica. In no event may the sum of all purchase payments for a
contract  during any taxable  year exceed the limits  imposed by any  applicable
federal or state 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 is subject to a minimum of $500. The initial allocation
to a new guarantee  period is subject to a minimum of $1,000.  You may choose to
allocate nothing to a particular sub-account or guarantee period.

        With regard to the allocation of purchase  payments during the free look
period  for any  portion of the net  purchase  payments  allocated  to the fixed
account,  the amounts you specify by will be allocated to the guarantee  periods
you specify. With regard to purchase payments allocated to the variable account,
in most  situations  where the purchase  payment  allocated to the fixed account
plus  variable  accumulation  value will be refunded  upon  exercise of the free
look, the net purchase  payments derived from the initial purchase payments will
be allocated  between and among the sub-accounts of the variable account and the
guarantee  periods  of the  fixed  account  in  accordance  with the  allocation
percentages  you  select.  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 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  in accordance  with 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.  The  allocation
percentages for new purchase payments between and among the sub-accounts and the
guarantee period may be changed by the owner at any time by submitting a request
for such change, in a form and manner acceptable to Transamerica, to the service
center. Any changes to the allocation percentages are subject to the limitations
above. Any change will take effect with the first purchase payment received with
or after  receipt by the service  center of the request for such change 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,  as the owner, 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.

Transamerica may waive this limit in the future. For example, if the owner makes
an allocation to the money market  sub-account  and later  transfers 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 the owner transfers 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 the owner selects a guarantee
period and renews for the same term,  the count will be one. If the owner renews
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  prior to the annuity  date.  The
fixed accumulated value is determined without regard to any interest adjustment.
The  variable  accumulated  value is the total  dollar  amount  of all  variable
accumulation  units under each  sub-account of the variable account held for the
contract prior to the annuity date. The variable  accumulated value prior to the
annuity date is equal to:

a) net purchase payments allocated to the sub-accounts; plus or minus

b) any increase or decrease in the value of the assets of the  sub-accounts  due
to investment results; less

c) the daily mortality and expense risk charge; less

d) the daily administrative expense charge; less

e) any reductions for the annual account fee; plus or minus

f) amounts transferred from or to the fixed account; less

g) any applicable transfer fees and systematic withdrawal option fees; and less

h) any  withdrawals  from the  sub-accounts  less any premium tax  applicable to
those withdrawals.

A valuation period is the period between successive valuation days. It begins at
the  close of the New York  Stock  Exchange,  generally  4:00  p.m.  ET, on each
valuation  day. 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, as the contract owner, pay purchase payments into your contract, those
purchase  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 Transamerica received purchase payments from you, the owner,
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, the owner,  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 Transamerica's  service center receives an acceptable and
properly completed application; or

2. the date upon  which  Transamerica's  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 Transamerica 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, or SAI.

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

* the minimum amount which 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 requests 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.

Transamerica  imposes  a  transfer  fee of $10 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; or

* not count transfers under certain options or services.


The transfer will generally be effective on the date your request is received at
the 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 eighteen 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
Transamerica  reserves the right to transfer the remaining amount along with the
amount  you  requested  to be  transferred  in  accordance  with  your  transfer
instructions. Under current law, there will not be any tax liability to you, 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.
Limitations  and rules for these  transfers  will be  provided  to you by us. 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 follows 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 doe not follow those reasonable
procedures. The procedures we will follow for telephone transfers may include:

a)  requiring  some  form  of  personal   identification   prior  to  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

Transamerica  reserves  the right  without  prior  notice to  modify,  restrict,
suspend or eliminate the transfer privileges,  including telephone transfers, at
any time and for any reason.  For  example,  restrictions  may be  necessary  to
protect  owners from  adverse  impacts on portfolio  management  of large and/or
numerous  transfers  by market  timers or others.  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,  Transamerica  reserves  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 Transamerica. Transamerica also reserves 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

Prior to 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; or

* 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 the service center. The request must be in a form and
manner  acceptable  to  Transamerica.  You can 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  the  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 commence until the later
of:

1. 30 days after the contract date, 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 selected by the owner unless:

1. terminated by the owner,

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

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

As the owner,  you may request that  monthly  transfers  be  continued.  You can
accomplish  this by giving  notice to the  service  center in a form and  manner
acceptable to Transamerica within 30 days prior to the last monthly transfer. If
no request to continue the monthly  transfers is made by you, as the owner, this
option will terminate automatically with the last transfer.

In order to be  eligible  for  dollar  cost  averaging,  the owner must meet the
following conditions:

1. the value of the source account must be at least $5,000;

2. the minimum  amount that 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.

As the owner,  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  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.

Dollar cost averaging transfers may not be made to the fixed account.

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  effect  each  portfolio's  performance,  and can throw  your
allocations  out of balance.  As the owner,  you may  instruct  Transamerica  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 Transamerica. 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.

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

After the Annuity Date

If a variable  annuity  payout  option is  elected,  as the owner,  you may make
transfers among sub-accounts after the annuity date by submitting a request in a
form  acceptable  to the 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

As the owner,  you may  withdraw all or part of the cash  surrender  value for a
contract at any time during the life of the  annuitant  and prior to the annuity
date. You can accomplish this by giving a written request to the 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 as the owner 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.

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

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.  Any
contingent  deferred sales load which applies to your contract with Transamerica
will be deducted from the amount you paid.

In the case of a partial withdrawal,  you, as the owner may instruct the 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,  Transamerica  reserves  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.
As the owner, 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, as the owner 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 a 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 as the owner,  your
withdrawal  request will be considered  null and void, and no withdrawal will be
processed.

A full  surrender  will result in a cash  withdrawal  payment  equal to the cash
surrender value at the end of the valuation  period during which the election is
received  along with all completed  forms.  Any applicable  contingent  deferred
sales load will be deducted from the amount paid.

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. You  withdrawals may be
taxable transactions.  The Code requires Transamerica to withhold federal income
tax from  withdrawals.  However,  generally as an owner, you 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% 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.

Withdrawal , including surrender requests, generally will be processed as of the
end of the valuation  period  during which the request,  including all completed
forms, is received. Payment of any cash withdrawal or lump sum death benefit due
from the  variable  account  will occur within seven days from the date on which
your request is received, except that Transamerica may postpone such payment if:

1. the New York  Stock  Exchange  is closed for other  than  usual  weekends  or
holidays, or trading on the Exchange is otherwise restricted;

2. an emergency exists as defined by the Commission,  or the Commission requires
that trading be restricted; or

3. the Commission permits a delay for the protection of owners.

The withdrawal request will be effective when all appropriate withdrawal request
forms are received.  Payments of any amounts derived from purchase payments paid
by check may be delayed  until the check has cleared the  owner's  bank.  When a
withdrawal  is made from a guarantee  period  before its  expiration  date,  the
amount  withdrawn  will  generally  be subject to an  interest  adjustment.  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 for rollover  IRA's,  qualified  contracts  offered by the prospectus are
only  offered  with  Transamerica's  prior  permission.  They  will be issued in
connection with retirement  plans which meet the  requirements of Section 408(b)
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
Transamerica.

As an owner, 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 prior to the annuity date.

Systematic Withdrawal Option

Prior to the  annuity  date,  as the  owner,  you may elect to have  withdrawals
automatically  made from one or more  sub-account(s) on a monthly basis. You can
accomplish  this by giving  written  notice to the  service  center.  Then other
distribution  modes may be permitted.  The  withdrawals  will commence the month
following,  but no  sooner  than one week  following,  receipt  of your  written
notice. Please note these exceptions, however, will not commence sooner than the
later of:

a. 30 days after the contract date; or

b. the end of the free look period.

Upon written  notice to you, the owner,  Transamerica  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 the owner. If no specifications are made,  withdrawals will be pro rata from
all sub-accounts and 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 Contract

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.

The systematic  withdrawals  will continue  unless you, as the owner,  terminate
them or  automatically  terminates by Transamerica as set forth 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 after the
first  withdrawal  in a contract  year 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. The amounts taken as the first and second partial
withdrawals  which  exceed the allowed  amount for  withdrawals  after the first
withdrawal in a contract  year,  will be subject to a contingent  deferred sales
load.

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 with regard to withdrawals from qualified contracts.

Automatic Payout Option, or APO

Prior to the annuity  date,  the owner 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 at
each  succeeding  contract  anniversary   occurring  at  subsequent  seven  year
intervals thereafter,  adjusted for any subsequent purchase payments paid by the
owner  (less  the  sum of all  subsequent  withdrawals  and  any  premium  taxes
applicable to those withdrawals), or

3) the sum of all purchase  payments,  less  withdrawals  and any premium  taxes
applicable  to those  withdrawals,  plus  interest  thereon equal to a 5% annual
effective rate, credited on a daily basis up to

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 three above will be the sum of all purchase
payments,   less   withdrawals  and  any  premium  taxes   applicable  to  these
withdrawals.

The death benefit will be determined as of the valuation period during which the
later of:

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

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

     If no  settlement  method is elected,  the death benefit will be 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 Transamerica 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 the
Transamerica  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 Transamerica  has 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 the owner  selects 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 as the owner may
change  the  beneficiary  by notice to the  service  center in a form and manner
acceptable  to  Transamerica.  The  owner  may  also  make  the  designation  of
beneficiary  irrevocable  by sending  notice to and obtaining  approval from the
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.

Transamerica  may rely on an affidavit by any responsible  person in determining
the identity or non-existence of any beneficiary not identified by name.

Death of Annuitant Prior to the Annuity Date

If the  annuitant  dies prior to the annuity  date and the  annuitant is not 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 Prior to the Annuity Date

     If an owner dies before the annuity  date, a death  benefit will be paid to
     that owner's  beneficiary.  If the 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,  any
systematic  withdrawal option or asset rebalancing fees, any interest adjustment
(for withdrawals from the fixed account) and, if applicable, for premium taxes;

2. as charges  against the assets of the variable  account for the assumption of
mortality and expense risks and administrative expenses; and

3. as contingent deferred sales loads.

In  addition,  certain  deductions  are made  from the  assets  of the 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

No  deduction  for sales  charges  is made from the  contract  owner's  purchase
payments,  although premium tax may be deducted.  However, a contingent deferred
sales  load of up to 6% of  purchase  payments  paid may be  imposed  on certain
withdrawals  or  surrenders  from the account  value to partially  cover certain
expenses  incurred  by  Transamerica  relating  to the  sale  of the  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 percentage varies according to the number of
contract  years  between the contract  year in which a net purchase  payment was
credited to the contract and the contract year in which the  withdrawal is made.
The amount of the  contingent  deferred  sales load is determined by multiplying
the  amount  withdrawn  subject  to the  contingent  deferred  sales load by the
contingent  deferred  sales load  percentage  in  accordance  with the following
table.

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


In no event shall the total contingent  deferred sales load 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. As
the owner, you may make withdrawals up to the allowed amount without incurring a
contingent  deferred  sales load each  contract  year before the  annuity  date.
During the first  contract  year,  the  allowed  amount is equal to  accumulated
earnings not previously withdrawn.

For the first withdrawal, and only the first withdrawal in a contract year after
the first  contract  year,  the  available  allowed  amount  you are  allowed to
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) the accumulated earnings not previously withdrawn; or

b) 15% of purchase  payments  received at least one but less than seven complete
contract  years before the date of  withdrawal  not reduced to take into account
any withdrawals deemed to be made from such purchase payments.

              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 complete contract years before the date of withdrawal; plus

2. accumulated earnings not previously withdrawn.

Your 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 10%
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 an owner's account value are always available as the allowed amount.  No
withdrawals  are allowed with regard to purchase  payments made by a check which
has not cleared.

Some contract owners may hold contracts which, when originally issued,  provided
for an allowed amount which was equal to the sum of:

1. all purchase  payments,  not  previously  withdrawn  and held more then seven
contract years; plus

2. 10% of  purchase  payments  held  between  one and seven  contract  years not
reduced by any withdrawals made 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 applicable to
these contract owners will be determined by whichever formula provides them with
the larger amount  available,  for full  surrenders  only,  without a contingent
deferred sales load.

No  contingent  deferred  sales load will be charged on the allowed  amount if a
contract  is  surrendered  and the owner was  eligible  to  withdraw  the amount
without charge,  but had not made such a withdrawal during the contract year. In
addition, no contingent deferred sales load is assessed:

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 and between 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 the owner.

        The  contingent  deferred  sales  load  arising  from  a  withdrawal  or
surrender of the contract will be waived if the owner receives  extended medical
care in a licensed  hospital or nursing  care  facility  for a least 45 days (30
days for contracts issued in  Pennsylvania)  during any continuous 60 day period
beginning  on or after the first  contract  anniversary  and the request for the
withdrawal or surrender,  together with proof of such extended care, is received
at the service  center  during the term of such care or within 90 days after the
last day upon which the owner  received such extended  care.  This waiver of the
contingent  deferred  sales load may not be available in all states and does not
apply if the owner is receiving  extended medical care in a licensed hospital or
nursing care  facility at the time the owner  applied for the contract or at the
contract date.

Additionally,  in some states, the contingent deferred sales load arising from a
withdrawal  or  surrender  of the  contract  will  be  waived  if the  owner  is
diagnosed,  after the first contract year,  with a terminal  illness  reasonably
expected to result in death within twelve months.  Proof of the terminal illness
must be received by the service  center at the time the  withdrawal or surrender
request is received.

Administrative Charges

At the end of each contract year before the annuity date,  Transamerica  deducts
an annual account fee as partial compensation for expenses relating to the issue
and maintenance of the contract and the variable account. The annual account fee
is equal to the lesser of $30 or 2% of the account value. 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, the
owner, subject to the prior approval of the New York State Insurance Department.
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.  The account fee for a
contract  year may be waived if the account  value  exceeds  $50,000 on the last
business  day  of  that  contract  year  or as  of  the  date  the  contract  is
surrendered. This waiver of the account fee may not be available in all states.

After the annuity date,  an annual  annuity fee of $30 will be deducted in equal
amounts from each  variable  annuity  payment  made during the year.  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.

Transamerica  also deducts the  administrative  expense charge from the variable
account at the end of each  valuation  period  both before and after the annuity
date at an  effective  current  annual  rate of  0.15%  of  assets  held in each
sub-account . 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.

Transamerica has the ability to increase or decrease this charge, but the charge
is  guaranteed  not to exceed 0.25%.  Transamerica  will provide 30 days written
notice  of any  change  in  fees.  The  administrative  charges  do not bear any
relationship to the actual  administrative costs of a particular  contract.  The
administrative  expense  charge is  reflected in the  variable  accumulation  or
variable  annuity unit values for each  sub-account.  Mortality and Expense Risk
Charge

Transamerica  imposes a charge  called the  mortality and expense risk charge to
compensate  it for  bearing  certain  mortality  and  expense  risks  under  the
contracts. For assuming these risks,  Transamerica makes 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.  Transamerica  guarantees 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 Transamerica.  The mortality
risks assumed by  Transamerica  arise from its  contractual  obligations to make
annuity  payments  and to pay death  benefits  prior to 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.

Transamerica  also bears  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 Transamerica is the risk that Transamerica's  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  Transamerica.  Conversely,  if this  charge is more than
sufficient,  any excess will be profit to Transamerica.  Currently,  we expect a
profit from this charge.

Transamerica  anticipates  that the  contingent  deferred  sales  load  will not
generate sufficient funds to pay the cost of distributing the contracts.  To the
extent that the  contingent  deferred  sales load is  insufficient  to cover the
actual  cost  of  contract  distribution,   the  deficiency  will  be  met  from
Transamerica's  general  corporate  assets  which may include  amounts,  if any,
derived from the mortality and expense risk charge.

Premium Taxes

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

Transfer Fee

We charge a $10  transfer  fee for each  transfer  in excess  of  eighteen  in a
contract year. We reserve the right to:

a) waive the transfer fee;

b) vary the number of transfers without charge; 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 from each systematic withdrawal
you take in equal installments during a contract year.

Taxes

Under present laws, Transamerica will incur state or local taxes, in addition to
the premium taxes described  above, in several states.  No charges are currently
made for taxes other than state premium taxes.  However,  Transamerica  reserves
the right to deduct charges in the future for federal,  state and local taxes or
the  economic  burden  resulting  from the  application  of any tax laws that 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 portfolio's 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 26.

Sales in Special Situations

Transamerica  may sell the contracts in special  situations that are expected to
involve reduced expenses for Transamerica. 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,  of  broker-dealers  and other
financial  institutions that have sales agreements with Transamerica 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  account  value will not
unfairly  discriminate  against any contract owner.  These reductions in fees or
charges or  credits  to  account  value are  generally  taxable  and  treated as
purchase  payments  for  purposes  of income tax and any  possible  premium  tax
charge.


ANNUITY PAYMENTS

Annuity Date

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

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

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

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

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

Annuity Payment

The  annuity  date is the date that the  annuity  purchase  amount is applied to
provide the annuity  payments under the contract . The annuity date will be used
in  conjunction  with to 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  prior to that
date.

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 values are
applied to an annuity form  involving life  contingencies  on or after the third
contract anniversary.

If the amount of the monthly  annuity  payment  from any of the payment  options
which you , as the owner,  select results in a monthly  annuity  payment of less
than $150, or if the annuity  purchase amount is less than $5,000,  Transamerica
reserves the right to offer a less  frequent  mode of payment or pay the 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.

As the owner,  you may choose from the annuity forms below and  Transamerica may
consent to other plans of payment  before the annuity  date.  For annuity  forms
involving life income, the actual age and/or sex of the annuitant, or a joint or
contingent annuitant will affect the amount of each payment.  Sex-distinct rates
generally  are not  allowed  under  certain  qualified  contracts.  Transamerica
reserves  the right to ask for  satisfactory  proof of the  annuitant's,  or 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  under a selected
annuity form will be greater for older annuitants than for younger annuitants.

As the owner,  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,  Transamerica has
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

The  annuity  form and  payment  option for each  contract is set as a 120 month
period certain and life annuity form, under the variable payment option.  Before
the annuity date,  and while the annuitant is living,  the owner may, by written
request,  change the  annuity  form or  annuity  payment  option or may  request
payment of the cash surrender value for the contract.  The request for change of
the  annuity  date or annuity  payment  option  must be  received by the service
center at least 30 days prior to the annuity date.

In the event  that you,  as owner,  do not select an  annuity  form and  payment
option within at least 30 days before the annuity date,  Transamerica  will make
variable  annuity  payments in accordance  with the 120 month period certain and
life annuity form and the applicable provisions of the contract.

Annuity Payment Options

The annuity forms may be paid under fixed or variable annuity payment options.

Under the fixed  annuity  payment  option,  the amount of each  payment  will be
determined  on the  annuity  date and will not  subsequently  be affected by the
investment performance of the sub-accounts.

Under the variable annuity payment option, the annuity payments, after the first
annuity  payment,  will reflect the investment  experience of the sub-account or
sub-accounts chosen by the owner.

Owners may elect a fixed annuity, a variable annuity,  or a combination of both,
in 25% increments of the annuity purchase amount.  If, as the owner, 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.
In this event, the initial allocation of variable annuity units for the variable
sub-accounts  will be in proportion to the contract's  value in the sub-accounts
on the annuity date.

Fixed Annuity Payment Option

A fixed  annuity  provides for annuity  payments  which will remain  constant in
accordance  with the terms of the annuity form  elected.  If a fixed  annuity is
selected,  the portion of the annuity  purchase amount used to provide the fixed
annuity will be transferred to the general account assets of  Transamerica.  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 applied to the fixed annuity option by the owner. Payments may vary after
the death of the  annuitant  under some  annuity  options;  the amounts of these
variances are fixed on the annuity date.

Variable Annuity Payment Option

A variable  annuity  provides for payments that vary in dollar amount,  based on
the investment performance of the selected sub-accounts of the variable account.
The variable  annuity  purchase  rate tables in the contract  reflect an assumed
annual  interest rate of 4%, so if the actual net investment  performance of the
sub-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  which you, as the
owner,  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

As the contract owner,  you may choose any of the annuity forms described below.
Subject to approval by Transamerica, you may also select any other annuity forms
then being  offered by  Transamerica.  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.  Transamerica  will require  proof of age for the annuitant and for the
contingent annuitant before payments start.

3. Life  Annuity  With Period  Certain.  Payments  start on the first day of the
month  immediately  following  the annuity  date,  if the  annuitant  is living.
Payments will be made for the longer of:

a) the annuitant's life; or,

b) the period certain.

The  period  certain  may be 120 or 180 or 240  months,  but in no event  may it
exceed the life  expectancy of the  annuitant.  If the annuitant  dies after all
payments  have been made for the period  certain,  payments  will cease with the
payment due just before the  annuitant's  death. No benefit will then be payable
to the annuitant's beneficiary.

If the annuitant dies during the period certain,  the rest of the period certain
payments  will be made to the  annuitant's  beneficiary.  The owner may elect to
have the commuted  value of these  payments  paid in a single sum.  Transamerica
will determine the commuted value by discounting the rest of the payments at the
then current rate of interest used for commuted values.

If, as the owner,  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.
Transamerica  will need  proof of age for the joint  annuitant  before  payments
start.

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

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

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

b) no additional purchase payment will be accepted under the contract; and

c) no further withdrawals will be allowed.

The owner may, at any time after the annuity date by written notice to us at our
service  center,  change the payee of annuity  benefits being provided under the
contract.

The effective date of change in payee will be the later of:

a) the date we receive the written request for such change; or

b) the date specified by the owner.

If the contract is issued as 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  Transamerica's  current
single purchase payment fixed annuity rates at the time,  whichever would result
in a higher amount of monthly fixed annuity payments.


QUALIFIED CONTRACTS

The contracts may be used to fund rollover IRAs and, with  Transamerica's  prior
permission,  to fund  contributory  IRAs and contributory  Roth IRAs, for use in
connection  with  Section 408 and 408A of the Code.  A rollover IRA is one whose
initial  purchase  payment is from the rollover or transfer of certain  kinds of
distributions  from a non-Roth  IRA,  qualified  plans,  or  Section  403(b) tax
sheltered annuities.  Each must follow the rules set out in the Code to maintain
favorable  tax  treatment of the rollover  IRA. A rollover Roth IRA is one whose
initial  purchase  payment is from the  rollover,  transfer or  conversion  from
non-Roth IRA or Roth IRA. A contributory IRA or contributory  Roth IRA are those
whose  initial and  subsequent  purchase  payments  are  subject to  limitations
imposed by the Code.

With Transamerica's prior permission,  the contract may also be used for various
types of qualified  pension and profit  sharing  plans under  Section 401 of the
Code, which permits corporate employers to establish various types of retirement
plans for employees,  and as Section  403(b)  annuities.  Currently,  additional
purchase  payments  after  the  initial  purchase  payment  may  not be  made to
contracts  used as Section  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 prior to 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.  Transamerica  reserves  the right to
decline  to sell the  contract  to  certain  qualified  plans or  terminate  the
contract if, in Transamerica's judgment, the contract is not appropriate for the
plan.

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

The Automatic Payout Option, or APO

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

For IRAs and  Sep/IRAs,  this may be elected no earlier than six months prior to
the  calendar  year in which the owner  attains age 701/2,  but payments may not
begin earlier than January of such calendar year.

For other  qualified  contracts,  APO can be elected no earlier  than six months
prior to the later of when the owner:

a) attains age 70 1/2; and

b) retires 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.

APO may be elected in any calendar  month,  but no later than the month in which
the owner attains age 84. APO withdrawals  will be from the  sub-accounts and in
the percentage allocations which you, as the owner 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 the owner
or automatically  terminated by Transamerica as set forth in the contract.  Once
terminated, APO may not be elected again.

If only APO withdrawals are made, no contingent  deferred sales load will apply,
regardless of the allowed  amount.  However,  if a partial  withdrawal is taken,
that partial  withdrawal and any subsequent  withdrawals 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  Transamerica   will  make
calculations and distribution with regard to this contract only.

Restrictions under Section 403(b) Programs

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

In  accordance  with the  requirements  of the Code,  Section  403(b)  annuities
generally may not permit distribution of:

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.

Any person concerned about these tax implications should consult a competent tax
adviser  before  initiating  any  transaction.  This  discussion  is based  upon
Transamerica's  understanding of the present federal income tax laws as they are
currently interpreted by the Internal Revenue Service.

No  representation  is  made as to the  likelihood  of the  continuation  of the
present federal income tax laws or of the current interpretation by the Internal
Revenue Service.  Moreover,  no attempt has been made to consider any applicable
state or other tax laws.

The Contract may be purchased:

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 sections 401, 403(b),  408 and 408A of the
Code.

The  ultimate  effect  of  federal  income  taxes on the  amounts  held  under a
contract,  on annuity  payments,  and on the economic  benefit to the owner, the
annuitant,  or the beneficiary may depend on the type of retirement plan, and on
the tax status of the individual concerned.

In addition,  certain  requirements  must be satisfied in purchasing a qualified
contract  with  proceeds  from a tax  qualified  retirement  plan and  receiving
distributions  from a qualified  contract in order to continue receiving special
tax treatment.  Therefore,  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 you 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,  Transamerica  may require that the
prospective  purchaser provide information with regard to the federal income tax
status of the previous annuity contract.  Transamerica will require that persons
purchase  separate  contracts  if they desire to invest  monies  qualifying  for
different annuity tax treatment under the Code.

Each such separate  contract would require the minimum initial  purchase payment
stated above. Additional purchase payments under a contract must qualify for the
same federal  income tax  treatment as the initial  purchase  payment  under the
contract.  Transamerica  will not accept an additional  purchase payment under a
contract if the federal  income tax treatment of such purchase  payment would be
different from that of the initial purchase payment.

Taxation of Annuities In General

Section 72 of the Code governs  taxation of  annuities in general.  Transamerica
believes  that the  owner  who is a  natural  person  generally  is not taxed on
increases in the value of 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 advisor  regarding  deductibility  of the  unrecovered
amount.

Withholding

The Code requires Transamerica 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

In the case of a distribution  pursuant to a non-qualified  contract,  a federal
income tax penalty that equals 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
joint owner

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 Section  72(s) of the Code.  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 not 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
prior to such election will cease;

2. the spouse will become the owner of the  contract and will also be treated as
the contingent annuitant,  if none has been named and only if the deceased owner
was the annuitant; and

3. all rights and privileges  granted by the contract or allowed by Transamerica
will belong to the spouse as owner of the contract.

This  election  will be deemed to have  been made by the  spouse if such  spouse
makes a  purchase  payment  payment  to the  contract  or fails to make a timely
election  as  described  in this  paragraph.  If the  owner's  beneficiary  is a
nonspouse,  the  distribution  provisions  described in  subparagraphs a. and b.
above, will apply even if the annuitant and/or contingent annuitant are alive at
the time of the owner's death.  If the nonspouse  owner's  beneficiary is not an
individual, then only a cash payment will be paid.

If no election is received by us from a nonspouse owner's beneficiary within the
one year  period  after the  owner's  date of death,  then we will pay the death
benefit to the owner's beneficiary in a cash payment.  The death benefit will be
determined as of the date we make the cash payment. Such cash payment will be in
full settlement of all our liability under the contract.

If Annuitant Dies After Annuity Starts - If the annuitant dies after the annuity
starts, any benefit payable will be distributed at least as rapidly as under the
annuity form then in effect.

If Owner Dies After Annuity Starts - If the owner dies after the annuity starts,
any benefit payable will continue to be distributed at least as rapidly as under
the annuity form then in effect.  All of the owner's  rights  granted  under the
contract or allowed by us will pass to the owner's beneficiary.

Joint Ownership - For purposes of this section, if the contract has joint owners
we will  consider the date of death of the first joint owner as the death of the
owner and the surviving joint owner will become the owner of the contract.

Transfers, Assignments, or Exchanges of the Contract

A transfer of ownership  of a  non-qualified  contract,  the  designation  of an
annuitant, payee, or 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,  as  an  owner,  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,  also  referred to simply as
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 section 72(e) of the Code. In addition, the Treasury Department has
specific  authority to issue  regulations  that prevent the avoidance of section
72(e) through the serial purchase of annuity contracts or otherwise.

Congress has also indicated  that the Treasury  Department may have authority to
treat the  combination  purchase of an immediate  annuity  contract and separate
deferred  annuity  contracts  as a single  annuity  contract  under its  general
authority to prescribe rules as may be necessary to enforce the income tax laws.


QUALIFIED CONTRACTS

In General

The   qualified   contract  is  designed  for  use  as  a  rollover   IRA.  With
Transamerica's  prior  permission,  the  contract may also be used as a rollover
Roth IRA, a contributory IRA, or as a contributory Roth IRA, as a Section 403(b)
annuity,  and for use in qualified  pension and profit sharing plans established
by corporate employers.

The tax rules applicable to participants  and  beneficiaries in retirement plans
vary  according  to the type of plan and the terms and  conditions  of the plan.
Special   favorable  tax  treatment  may  be  available  for  certain  types  of
contributions and distributions. Adverse tax consequences may result from:

* contributions in excess of specified limits;

* distributions prior to age 591/2,  subject to certain exceptions;

*  distributions  that do not  conform to  specified  commencement  and  minimum
distribution rules; 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 70 1/2; or

2. retires

These  distributions  must be made in a specified  form and 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 70 1/2. 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 70 1/2.  Roth IRAs  under
Section  408A do not  require  distributions  at any time  prior to the  owner's
death.

Qualified Pension and Profit Sharing Plans

Section  401(a) of the Code  permits  employers to  establish  various  types of
retirement plans for employees. Such retirement plans may permit the purchase of
the  contract  in order to  provide  retirement  savings  under the  plans.  The
Self-Employed  Individuals'  Tax  Retirement  Act of 1962, as amended,  commonly
referred to as H.R.  10, also  permits  self-employed  individuals  to establish
qualified plans for themselves and their employees.

Adverse tax consequences to the plan, to the participant, or to both, may result
if this  contract is assigned or  transferred  to any  individual  as a means to
provide  benefits  payments.  Purchasers  of a contract  for use with such plans
should seek  competent  advice  regarding the  suitability  of the proposed plan
documents and the contract to their specific needs.  The contract is designed to
invest retirement savings and not to distribute retirement benefits.

Individual Retirement Annuities, Simplified Employee Plans and Roth IRAs

The contracts are designed for use with rollover IRAs and  contributory  IRAs. A
contributory IRA is a contract in which initial and subsequent purchase payments
are subject to limitations  imposed by the Code. Section 408 of the Code permits
eligible individuals to contribute to an individual  retirement program known as
an  individual   retirement  annuity  or  individual  retirement  account,  each
hereinafter  referred  to as an IRA.  Also,  distributions  from  certain  other
qualified plans may be rolled over, or transferred on a tax-deferred  basis into
an 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 prior to age 59 1/2 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  Policies 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.  Section 408A
of  the  Code  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.

A Section 408 IRA is an IRA described in Sections 408(a) or 408(b), other than a
Roth IRA.  You should  consult a tax  adviser  before  combining  any  converted
amounts with any other Roth IRA  contributions,  including any other  conversion
amounts from other tax years.

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 59 1/2, 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 taxes, which are also referred to as 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 with respect to the election,  commencement,  or distribution
of benefits may apply under qualified  contracts or under the terms of the plans
in respect of which qualified contracts are issued. A qualified contract will be
amended as necessary to conform to the requirements of the Code.

Possible Changes in Taxation

Legislation has been proposed in 1998 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 prior to 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  Transamerica's  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.


DISTRIBUTION OF THE CONTRACT

Transamerica  Securities  Sales  Corporation,  also  referred to as TSSC, is the
principal  underwriter of the  contracts.  TSSC may also serve as an underwriter
and  distributor  of other  contracts  issued  through the variable  account and
certain  other  separate   accounts  of  Transamerica   and  any  affiliates  of
Transamerica. TSSC is a wholly-owned subsidiary of Transamerica Insurance
Corporation of California,  which is a subsidiary of  Transamerica  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 Policies. 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.


PREPARING FOR YEAR 2000

As a result of  computer  systems  that may  recognize a date of 12/31/00 as the
year 1900 rather than the year 2000,  disruptions  of  business  activities  may
occur with the year 2000. In response,  Transamerica established in 1997 a "Y2K"
committee to address this issue.  With regard to the systems and software  which
administer and affect the contracts,  Transamerica  has determined  that its own
internal  systems  will  be  Year  2000  compliant.  Additionally,  Transamerica
requires  any third party  vendor  which  supplies  software  or  administrative
services to Transamerica in connection with the administration of the contracts,
to certify that the software or services will be Year 2000 compliant.

In  determining  the  variable   accumulation  unit  values  for  each  variable
sub-account,   Transamerica  is  reliant  upon  information  received  from  the
portfolios and is confirming  that Year 2000 issues will not interfere with this
flow of information.  As of the date of this  prospectus,  it is not anticipated
that contract owners will experience negative affects on their investment, or on
the services  received in connection with their  contracts,  as a result of Year
2000 issues. 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.


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

The  financial  statements  for each of the three years ended  December 31, 1998
appearing in the Statement of Additional  Information have been audited by Ernst
& Young  LLP,  Independent  Auditors,  as set  forth  in their  reports  thereon
appearing  elsewhere  herein.  They are  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  prior to such meeting in  accordance  with
procedures established by the respective funds.

Shares  as to which no timely  instructions  are  received  and  shares  held by
Transamerica  as to which owners have no  beneficial  interest  will be voted in
proportion  to the voting  instructions  which are received  with respect to all
contracts  participating in the sub-account.  Voting  instructions to abstain on
any item to be voted  upon will be  applied  on a pro rata  basis to reduce  the
votes eligible to be cast.

Each person or entity  having a voting  interest in a  sub-account  will receive
proxy  material,   reports  and  other  material  relating  to  the  appropriate
portfolio.  It should be noted  that the funds are not  required  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,  and reference is hereby made to
such  registration  statement and exhibits for further  information  relating to
Transamerica and the contract.

Statements  contained in this prospectus,  as to the content of the contract and
other legal  instruments,  are summaries.  For a complete statement of the terms
thereof,  reference  is  made  to  the  instruments  filed  as  exhibits  to the
registration statement.  The registration statement and the exhibits thereto may
be inspected  and copied at the office of the  Commission,  located at 450 Fifth
Street, N.W., Washington, D.C.

Appendix A



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 22)
3
Dollar Cost Averaging (page 25)
3
Net Investment Factor (page 24)
3
Annuity Period (page 33)
3
      Variable Annuity Units and Payments
3
      Variable Annuity Unit Value
4
      Transfers After the Annuity Date
4
General Provisions
4
     IRS Required Distributions
4
      Non-Participating
4
      Misstatement of Age or Sex
4
      Proof of Existence and Age
4
      Assignment
4
      Annuity Data
5
      Annual Report
5
      Incontestability
5
      Ownership
5
      Entire Contract
5
      Changes In the Contract
5
      Protection of Benefits
5
      Delay of Payments
5
      Notices and Directions
6
Calculations of Yields and Total Returns (page 16)
6
     Money Market Sub-Account Yield Calculations
6
      Other Sub-Account Yield Calculations
6
      Standard Total Return Calculations
7
      Hypothetical Performance Data
8
      Other Performance Data
8
Historic Performance Data
8
      General Limitations
8
      Sub-Account Performance Figures
8
      Hypothetical Sub-Account Performance Figures
8
Federal Tax Matters (page 35)
10
      Taxation of Transamerica
10
      Tax Status of the Policies
11
Distribution of the Contract (page 37)
11
Safekeeping of Account Assets (page 18)
12
Transamerica (page 18)
12
      General Information and History
12
State Regulation (Page 18)
12
Records and Reports
12
Financial Statements
12
Appendix
13
Annuity Transfer Formula
13



Appendix B

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).





















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  prior to the  annuity  date if a  contingent  annuitant  has
previously been named.  In the case of a qualified  contract used to fund an IRA
or a 403(b) annuity, the owner must be the annuitant.

Annuitant's  Beneficiary:  The  person  or  persons  named by the  owner who may
receive the death benefit  under the contract,  if: (a) the annuitant is not the
owner, there is no named contingent  annuitant and the annuitant dies before the
annuity date and before the death of the owner 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.

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  prior to the annuity  date.  The fixed
accumulated value is determined without regard to any interest adjustment.

Fixed Annuity: An annuity with predetermined payment amounts.

Free Look Period:  The period of time,  beginning on the date the owner receives
the contract,  during which the owner has the right to cancel the contract.  The
length of this period depends upon the state of issuance.

Funds:  Dreyfus Variable  Investment Fund, Dreyfus Stock Index Fund, 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 other than a qualified contract.

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 Transamerica.

Qualified  Contract:  A contract  issued in connection with a retirement plan or
program.

Receipt: Receipt and acceptance by Transamerica at its service center.

Series: Any of the portfolios of Dreyfus Variable  Investment Fund available for
investment by a sub-account under the contract.

Service  Center:  Transamerica's  Annuity  Service  Center,  at P.O.  Box 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.

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 prior
to the annuity date. The variable accumulated value prior to the annuity date is
equal to: (a) net purchase payments allocated to the sub-accounts; plus or minus
(b) any increase or decrease in the value of 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  prior to the  annuity  date.  The value of a variable  accumulation  unit
varies with each sub-account.

Variable  Annuity:  An annuity with  payments  which vary as to dollar amount in
relation to the investment performance of specified sub-accounts of the variable
account.

Variable  Annuity  Unit: A unit of measure  used to determine  the amount of the
second and each subsequent  payment under a variable annuity payment option. The
value of a variable annuity unit varies with each sub-account.

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  Transamerica's   service  center.  Such  a  request  must  contain  original
signatures;  no carbons or photocopies will be accepted.  Transamerica  reserves
the right to accept a facsimile copy.


















Appendix D

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:
<TABLE>
<CAPTION>

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

        Money   Special Zero Coupon     Quality
        Market  Value   2000    Bond    Small Cap
        Sub-Account     Sub-Account     Sub-Account     Sub-Account     Sub-Account
        (Inception 1/4/93)      (Inception 1/4/93)      (Inception 1/4/93)      (Inception 1/4/93)      (Inception 1/4/93)
Accumulation Unit Value
<S>                                     <C>     <C>     <C>     <C>     <C>    
    at Beginning of Period              $1.021  $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 Index     Socially 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    23,559,789.795  1,486,438.137   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)      (Incepiton 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              $_____  $_____  $______ $______ $______
Accumulation Unit Value
    at End of Period            $______ $______ $______ $______ $______
Number of Accumulation
    Units Outstanding
    at End of Period            12,049,327.817  1,017,390.458   424,325.816     987,773.886     1,031,483.594


                                        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      $______ $______ $______ $______ $______
Accumulation Unit Value
    at End of Period    $______ $______ $______ $______ $______
Number of Accumulation
    Units Outstanding
    at End of Period    1,798,913.636   808,857.987     230,281.724     2,179,109.968   378,355.293


                                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      $______ $______ $______ $______ $______
Accumulation Unit Value
    at End of Period    $______ $______ $______ $______ $______
Number of Accumulation
    Units Outstanding
    at End of Period    172,941.244     1,196,912.676   513,524.112     473,373.863     333,714.857



        Transamerica Growth     Cash Value      MidCap Stock
        Sub-Account     Sub-Account     Sub-Account
Accumulation Unit Value
    at Beginning of Period      $______ $______ $______
Accumulation Unit Value
    at End of Period    $______ $______ $______
Number of Accumulation
    Units Outstanding
    at End of Period    172,941.244     1,196,912.676   513,524.112

</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>
                                                         1


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

                                    Issued By
                 Transamerica Occidental Life Insurance Company

   
         The Statement of Additional Information expands upon subjects discussed
in the current 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  dated May 1, 1999,  as  supplemented
from time to time, by writing to Transamerica Occidental Life Insurance Company,
Annuity Service  Center,  at 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>
<CAPTION>


                                                        11


TABLE OF CONTENTS


                                                                                                           Page
<S>                                                                                                              <C>
THE CONTRACT......................................................................................................3
DOLLAR COST AVERAGING.............................................................................................3
NET INVESTMENT FACTOR.............................................................................................3
ANNUITY PERIOD....................................................................................................3
         Variable Annuity Units and Payments......................................................................3
         Variable Annuity Unit Value..............................................................................4
         Transfers After the Annuity Date.........................................................................4
GENERAL PROVISIONS................................................................................................4
         IRS Required Distributions...............................................................................4
         Non-Participating........................................................................................4
         Misstatement of Age or Sex...............................................................................4
         Proof of Existence and Age...............................................................................4
         Assignment...............................................................................................4
         Annuity Data.............................................................................................5
         Annual Report............................................................................................5
         Incontestability.........................................................................................5
         Ownership................................................................................................5
         Entire Contract..........................................................................................5
         Changes in the Contract..................................................................................5
         Protection of Benefits...................................................................................5
         Delay of Payments........................................................................................5
         Notices and Directions...................................................................................6
CALCULATION OF YIELDS AND TOTAL RETURNS...........................................................................6
         Money Market Sub-Account Yield Calculation...............................................................6
         Other Sub-Account Yield Calculations.....................................................................7
         Standard Total Return Calculations.......................................................................7
         Hypothetical Performance Data............................................................................8
         Other Performance Data...................................................................................8
HISTORIC PERFORMANCE DATA.........................................................................................8
         General Limitations......................................................................................8
         Sub-Account Performance Data.............................................................................9
         Hypothetical Sub-Account Performance Figures.............................................................9
FEDERAL TAX MATTERS..............................................................................................11
         Taxation of Transamerica................................................................................11
         Tax Status of the Contract..............................................................................11
DISTRIBUTION OF THE CONTRACT.....................................................................................12
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...........................................................................13
TRANSAMERICA.....................................................................................................13
         General Information and History.........................................................................13
STATE REGULATION.................................................................................................13
RECORDS AND REPORTS..............................................................................................13
FINANCIAL STATEMENTS.............................................................................................13
APPENDIX.........................................................................................................14
            Annuity Transfer Formula.............................................................................14

</TABLE>



<PAGE>


THE CONTRACT
           As a supplement to the description in the  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 the Owner as to
the options  available if  termination of Dollar Cost  Averaging,  either by the
Owner or by Transamerica,  results in the value of the receiving  Sub-Account(s)
to which monthly  transfers  were made to be less than $500. The Owner 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 (c) submit an additional
         Purchase  Payment  to make  the  value of the  Sub-Account  equal to or
         greater than $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
         Transamerica, is made by the Owner prior to 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.

     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 Transamerica  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, the Owner may transfer  Variable  Annuity Units
from  one  Sub-Account  to  another,   subject  to  certain  limitations.   (See
"Transfers"  page 28 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.

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 39.)

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  Transamerica  as  a  result  of  any  such
misstatement  may be  respectively  charged  against or  credited to the Annuity
Payment or Annuity  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,  Transamerica 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 Transamerica unless made
in writing and given to Transamerica at its Service Center.  Transamerica is not
responsible  for the  adequacy of any  assignment.  The  Owner's  rights and the
interest of any Annuitant or non-irrevocable  Beneficiary will be subject to the
rights of any assignee of record.

Annuity Data
         Transamerica  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,  the Owner
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  the  Owner(s)  will be  entitled  to the  rights  granted  by the
Contract,  or allowed by Transamerica 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
         Transamerica has 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 the Owner are
considered  representations  and not warranties.  Transamerica  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.  The Owner has all rights and benefits  under the  individual
certificate issued under the group contract.

Changes in the Contract
         Only two authorized officers of Transamerica, 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. Transamerica will not be bound by any promise or representation made by
any other persons.
         Transamerica  may not change or amend the  individual  contract  or the
group  contract  or  individual  certificates  thereunder,  except as  expressly
provided therein, without the Owner's consent. However,  Transamerica 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 Transamerica 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.
         Transamerica may delay payment of any withdrawal from the Fixed Account
for a period of not more than six months after Transamerica receives the request
for such  withdrawal.  If  Transamerica  delays  payment  for more than 30 days,
Transamerica  will  pay  interest  on the  withdrawal  amount  up to the date of
payment. (See "Cash Withdrawals" page 30 of the Prospectus.)

Notices and Directions
         Transamerica  will  not  be  bound  by  any  authorization,  direction,
election or notice which is not in writing,  in a form and manner  acceptable to
Transamerica, and received at our Service Center.
         Any written  notice  requirement by  Transamerica  to the Owner will be
satisfied by our mailing of any such required  written  notice,  by  first-class
mail, to the Owner's 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,  Transamerica
is 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  Transamerica  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  Series 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
         Transamerica  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 Unit 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.  Contingent Deferred Sales Load range 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.

Standard Total Return Calculations
         Transamerica  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.


<PAGE>



Hypothetical Performance Data
         Transamerica  may also disclose  "hypothetical"  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 hypothetical  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
         Transamerica  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%.
         Transamerica  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.

HISTORIC 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,  Transamerica has relied on the data provided by the Funds.  While
Transamerica  has no reason to doubt the accuracy of the figures provided by the
Funds, Transamerica has 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 ______%.  The effective yield for the Money
Market  Sub-Account  for the  seven-day  period  ending  December  31,  1998 was
_______%.
    


<PAGE>



Sub-Account Performance Figures Including Hypothetical Performance

         The charts below show historical performance data for the Sub-Accounts,
including, for seven Sub-Accounts,  "hypothetical" data 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 Contracts.  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.

         The dates to the left of the Sub-Account  names below indicate the date
of commencement of operation of the Portfolios,  which coincide with the date of
commencement  of operation of the  corresponding  Sub-Account,  with these seven
exceptions:  the Money Market;  Managed Assets,  Zero Coupon 2000, Qualify Bond,
Small Cap and Stock Index  Sub-Accounts  which commenced  operations  January 4,
1993, and the Transamerica Growth Sub-Account which commenced  operations May 1,
1998.  Hence,  the  performance  data given for these seven  Sub-Accounts  which
precedes these dates is "hypothetical."

         Standard  Average  annual total returns for periods since  inception of
the Portfolio,  including hypothetical performance,  for each 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%.
<TABLE>
<CAPTION>



- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
                                                                                                   For  the   period
                                                                                                   from
                                                                                                   commencement   of
SUB-ACCOUNT  (date of  commencement  of  For   the   1-year  For  the   3-year  For  the   5-year  Portfolio
operation of Corresponding Portfolio)    period      ending  period     ending  period     ending  operations     to
                                         12/31/98            12/31/98           12/31/98           12/31/98
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
<S>          <C>                                                                <C>                 <C>
Money Market (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Special Value (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Zero Coupon 2000 (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Quality Bond (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Small Cap (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Capital Appreciation (4/5/93)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Stock Index (9/29/89)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Socially Responsible (10/7/93)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Growth & Income (12/15/94)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
International Equity (12/15/94)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
International Value (5/1/96)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Disciplined Stock (5/1/96)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Small Company Stock (5/1/96)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Balanced (5/1/97)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Limited Term High Income(5/1/97)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Transamerica Growth(2/26/69)*
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Core Value (            )
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
MidCap Stock (             )
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------




<PAGE>


         Non-Standard Average annual total returns for period since inception of
the Portfolio including  hypothetical  performance,  for each 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.  Non-Standard  performance  data will only be disclosed if the standard
performance data for the required periods is also disclosed.

- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
                                                                                                   For  the   period
                                                                                                   from
                                                                                                   commencement   of
SUB-ACCOUNT  (date of  commencement  of  For   the   1-year  For  the   3-year  For  the   5-year  Portfolio
operation of Corresponding Portfolio)    period      ending  period     ending  period     ending  operations     to
                                         12/31/98            12/31/98           12/31/98           12/31/98
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Money Market (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Special Value (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Zero Coupon 2000 (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Quality Bond (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Small Cap (8/31/90)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Capital Appreciation (4/5/93)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Stock Index (9/29/89)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Socially Responsible (10/7/93)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Growth & Income (12/15/94)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
International Equity (12/15/94)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
International Value (5/1/96)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Disciplined Stock (5/1/96)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Small Company Stock (5/1/96)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Balanced (5/1/97)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Limited Term High Income(5/1/97)
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Transamerica Growth(2/26/69)*
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
Core Value (              )
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
   
MidCap Stock (              )
    
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------

     Non-Standard  Cumulative  total returns for periods since  inception of the
Portfolio,  including  hypothetical  performance,  for each  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.  Nonstandard  performance  data will only be disclosed if standard
performance data for the required periods is also disclosed.


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

   
                                         For   the   1-year
SUB-ACCOUNT  (date of  commencement  of  period      ending  Since Inception
operation of Corresponding Portfolio)    12/31/98
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Money Market (8/31/90)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Special Value (8/31/90)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Zero Coupon 2000 (8/31/90)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Quality Bond (8/31/90)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Small Cap (8/31/90)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Capital Appreciation (4/5/93)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Stock Index (9/29/89)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Socially Responsible (10/7/93)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Growth & Income (12/15/94)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
International Equity (12/15/94)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
International Value (5/1/96)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Disciplined Stock (5/1/96)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Small Company Stock (5/1/96)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Balanced (5/1/97)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Limited Term High Income(5/1/97)
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Transamerica Growth(2/26/69)*
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
Core Value (                )
    
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
   
MidCap Stock (               )
    
- ---------------------------------------- ------------------- ------------------
</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) or 408 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 Transamerica's 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  Transamerica's  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 Internal Revenue Service.  Moreover,  no attempt has been
made to consider any applicable state or other tax laws.

Taxation of Transamerica
         Transamerica  is  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,
Transamerica  believes 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,  Transamerica  does not anticipate  that it will incur any
federal  income  tax  liability   attributable  to  the  Variable  Account  and,
therefore,  Transamerica  does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretations thereof result in
Transamerica  being  taxed on  income  or  gains  attributable  to the  Variable
Account,  then  Transamerica  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
           Section   817(h)  of  the  Code   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,
Transamerica  does 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.  Transamerica  therefore  reserves  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,  section  72(s) of the Code  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  section  72(s)  of the  Code,  although  no
regulations  interpreting these requirements have yet been issued.  Transamerica
intends 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.  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 a wholly owned  subsidiary of Transamerica
Insurance  Corporation  of  California,  which is a subsidiary  of  Transamerica
Corporation.  TSSC is registered with the Commission as a broker/dealer and is a
member  of the  National  Association  of  Securities  Dealers,  Inc.  ("NASD").
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,  $________________ in commissions were paid to
TSSC as underwriter of the Contracts;  no amounts were retained by TSSC.  During
fiscal year 1997, $21,886,072.80 in commissions were paid to TSSC as underwriter
of the  Contracts;  no amounts were  retained by TSSC.  During fiscal year 1996,
$15,506,834.71 in commissions were paid to TSSC as underwriter of the Contracts;
no amounts were retained by TSSC. During fiscal year 1998,  $_______________  in
commissions  were paid to TFR as underwriter  of the Contracts;  no amounts were
retained by TFR. During fiscal year 1997, $2,394,358.42 in commissions were paid
to TFR as underwriter of the Contracts;  no amounts were retained by TFR. During
fiscal year 1996,  $2,283,845.07  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 on or
about 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
         Transamerica  is subject to the insurance  laws and  regulations of all
the states where it is 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 Transamerica or by its 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.

FINANCIAL STATEMENTS
   
         This  Statement  of  Additional   Information  contains  the  financial
statements of the Variable Account as of 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.


<PAGE>


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.






<PAGE>


                                  (This page has been left blank intentionally.)



<PAGE>



<PAGE>

PART C

Other Information

Item 24. Financial Statements and Exhibits

  (a)   Financial Statements

         All required financial  statements are included in Parts A or B of this
Registration Statement.

  (b)   Exhibits

               (1)Resolution   of  the  Board  of  Directors   of   Transamerica
                  Occidental Life Insurance Company ("Transamerica") authorizing
                  establishment of the Variable Account.(1)

               (2) Not Applicable.

                        (3) (a)Master  Agreement among  Transamerica  Occidental
                        Life  Insurance   Company,   First   Transamerica   Life
                        Insurance,   Transamerica  Financial  Resources,   Inc.,
                        Dreyfus   Service   Corporation,   and  Dreyfus  Service
                        Organization, Inc. (4)
                  (b)   Principal Agency Agreement between Transamerica 
                         Occidental Life Insurance
                        Company and Dreyfus Service Organization, Inc. (4)
                  (c)   Distribution Agreement between Transamerica Occidental 
                         Life Insurance
                        Company and Dreyfus Service Corporation.(4)
                  (d)   Form of Sales Agreement among Dreyfus Service 
                         Corporation, Dreyfus Service Organization,
                        Inc., and Broker-Dealers. (4)
               (e)      Amendment  Dated  as  of  August  31,  1993,  to  Master
                        Agreement among  Transamerica  Occidental Life Insurance
                        Company,  First  Transamerica  Life  Insurance  Company,
                        Transamerica Financial Resources,  Inc., Dreyfus Service
                        Corporation and Dreyfus Service Organization, Inc. (6)
               (f)      Amendment  Dated  as of  August  31,  1993 to  Principal
                        Agency Agreement  between  Transamerica  Occidental Life
                        Insurance Company and Dreyfus Service Organization, Inc.
                        (6)
               (g)      Amendment  Dated as of August 31,  1993 to  Distribution
                        Agreement between Transamerica Occidental Life Insurance
                        Company and Dreyfus Service Corporation. (6)
               (h)      Distribution Agreement between Transamerica Occidental 
                         Life Insurance Company and
                        Transamerica Insurance Securities Sales Corporation, 
                         dated as of August 24, 1994. (8)
               (i)      Sales Agreement among Transamerica  Insurance Securities
                        Sales   Corporation,    Transamerica   Occidental   Life
                        Insurance  Company,  First  Transamerica  Life Insurance
                        Company,   Dreyfus  Service  Corporation,   and  Dreyfus
                        Service Organization, Inc., dated as of August 24, 1994.
                        (8)
               (j)      Services  Agreement among  Transamerica  Occidental Life
                        Insurance  Company,  First  Transamerica  Life Insurance
                        Company,   Transamerica   Insurance   Securities   Sales
                        Corporation,  Dreyfus Service  Corporation,  and Dreyfus
                        Service Organization, Inc., dated as of August 24, 1994.
                        (8)
               (k)      Sales Agreement among Transamerica Insurance Securities
                          Sales Corporation, Transamerica
                        Occidental Life Insurance Company, First Transamerica 
                         Life Insurance Company and
                        Broker/Dealers, dated August 24, 1994.(10)
               (l)      Form of  Sales Agreement between Transamerica 
                         Occidental Life Insurance Company,
                        Transamerica Life Insurance and Annuity Company, First
                         Transamerica Life Insurance
                     Company and Transamerica Securities Sales Corporation.(10)

               (4)           Group Contract Form, Certificate Form, Individual 
                         Contract Form and Endorsements.

                        (a)  Contract Form and Endorsements.  (5)

       (i)  Form of Flexible Purchase Payment Multi-Funded 
                  Deferred Master Group Annuity
              Contract.
   (ii)  Form of Automatic Payout Option Endorsement to Group Contract.
   (iii) Form of Dollar Cost Averaging Option Endorsement to Group Contract.
       (iv) Form of Systematic Withdrawal Option Endorsement to Group Contract.
   (v)  Form of Guaranteed Minimum Death Benefit Endorsement to Group Contract.
   (vi)  Form of Fixed Account Rider to Group Contract. (7)

       (b)  Certificate of Participation Form and Endorsements.  (5)

       (i)  Form of Certificate of Participation.
       (ii) Form of IRA Endorsement to Certificate.
       (iii)Form of Dollar Cost Averaging Option Endorsement to Certificate.
       (iv) Form of Systematic Withdrawal Option Endorsement to Certificate.
       (v)  Form of Automatic Payout Option Endorsement to Certificate.
       (vi) Form of Benefit Distribution Endorsement to Certificate.

               (c)  Individual Contract Form and Endorsements (6)

 (i)   Form of Flexible Purchase Payment Multi-Funded Deferred Individual
 Annuity Contract.
 (ii)  Form of IRA Endorsement to Individual Contract.
 (iii) Form of Benefit Distribution Endorsement.
 (iv)  Form of Dollar Cost Averaging Option Endorsement to Individual Contract.
 (v)   Form of Systematic Withdrawal Option Endorsement to Individual Contract.
 (vi)  Form of Automatic Payout Option Endorsement to Individual Contract.
 (vii) Form of Guaranteed Minimum Death Benefit Endorsement to Individual
 Contract.
 (viii)   Form of Fixed Account Rider to Individual Contract. (7)

                        (5) (a) Form of Application  for and Acceptance of Group
                  Annuity  Contract.(5)  (b) Form of Application  for Enrollment
                  under Group Annuity Contract.(5)
               (c)  Form of Application for Individual Annuity Contract. (6)

    (6)   (a)  Restated Articles of Incorporation of Transamerica. (1)
                  (b)   Restated By-Laws of Transamerica. (1)

         (7) Not applicable.

(8)   (a)  Participation Agreement between Transamerica Occidental Life 
Insurance Company and
      Dreyfus Variable Investment Fund. (4)
  (b) Participation Agreement between Transamerica Occidental Life Insurance 
Company and
      Dreyfus Life and Annuity Index Fund, Inc. (4)
  (c) Participation Agreement between Transamerica Occidental Life Insurance
 Company and The
      Dreyfus Socially Responsible Growth Fund, Inc. (6)
  (d) Administrative Services Agreement between Transamerica Occidental Life 
Insurance Company
      and Vantage Computer Systems, Inc. (4)
  (e) Amendment  Dated as of August 31, 1993 to  Participation
      Agreement between Transamerica Occidental Life Insurance
      Company and Dreyfus Variable Investment Fund. (6)
  (f) Amendment  Dated as of August 31, 1993 to  Participation
      Agreement between Transamerica Occidental Life Insurance
      Company and Dreyfus  Life and Annuity  Index Fund,  Inc.
      (6)
  (g) Amendment  Dated as of August 24, 1994 to  Participation
                        Agreement Dated as of March 3, 1993, As Amended, between
                        Transamerica   Occidental  Life  Insurance  Company  and
                        Dreyfus Variable Investment Fund. (8)
                    (h) Amendment  Dated as of August 24, 1994 to  Participation
                        Agreement   Dated  as  of  August   31,   1993   between
                        Transamerica   Occidental  Life  Insurance  Company  and
                        Dreyfus Socially Responsible Growth Fund, Inc. (8)
                    (i) Amendment  Dated as of August 24, 1994 to  Participation
                        Agreement Dated as of March 3, 1993, As Amended, between
                        Transamerica   Occidental  Life  Insurance  Company  and
                        Dreyfus Stock Index Fund. (8)

         (9)   (a)  Opinion and Consent of Counsel.  (9)

        (10)   (a)  Consent of Counsel.  (10) (11)
               (b)  Consent of Independent Auditors.  (10) (11)

         (11) No financial statements are omitted from item 23.

         (12) Not applicable.

         (13)  Performance Data Calculations. (6)

        (14) Not applicable.

         (15) Powers of Attorney.
   
               Frank Beardsley (12)        Richard N. Latzer (2)(11)
    

               Thomas J. Cusack (6)(11)    Karen MacDonald (9)(11)
               James W. Dederer (2)(11)    Gary U. Rolle' (2)(11)
               Paul E. Rutledge III(11)         T. Desmond Sugrue(10)(11)
George A. Foegele (11)
               David E. Gooding (2)(11)      Nooruddin S. Veerjee (4)(11)
               Edgar H. Grubb (2)(11)        Robert A. Watson(9)(11)
               Frank C. Herringer (2)(11)

(1)     Filed with initial filing of this Form N-4 Registration Statement,
File No. 33-49998 (July 24, 1992).

(2)      Incorporated by reference to Exhibit 7(c) of  Post-Effective  Amendment
         No.1 to the  Registration  Statement of  Transamerica  Occidental  Life
         Insurance  Company's Separate Account VL on Form S-6, File No. 33-28107
         (April 30, 1990).

(3) Incorporated by reference to Exhibit 7(d) of Post-Effective  Amendment No. 2
to  the  Registration  Statement  of  Transamerica   Occidental  Life  Insurance
Company's Separate Account VL on Form S-6, File No. 33-28107 (April 30, 1991).

(4) Filed  with  Post-Effective  Amendment  No. 1 to this Form N-4  Registration
Statement, File No. 33-49998 (April 30, 1993).

(5) Filed  with  Post-Effective  Amendment  No. 3 to this Form N-4  Registration
Statement, File No. 33-49998 (March 8, 1994).

(6) Filed  with  Post-Effective  Amendment  No. 4 to this Form N-4  Registration
Statement, File No. 33-49998 (April 29, 1994).

(7) Filed  with  Post-Effective  Amendment  No. 5 to this Form N-4  Registration
Statement, File No. 33-49998 (March 1, 1995).

(8) Filed  with  Post-Effective  Amendment  No. 6 to this Form N-4  Registration
Statement File No. 33-499988 (April 28, 1995).

(9) Filed  with  Post-Effective  Amendment  No. 7 to this Form N-4  Registration
Statement File No. 33-49998 (April 26, 1996).

(10) Filed with  Post-Effective  Amendment  No. 8 to this Form N-4  Registration
Statement File No. 33-49998 (April 28, 1997)

   
(11)  Filed with  Post-Effective  Amendment  No. 9 to this Form N-4  Registation
Statement file No. 333-49998 (April 28, 1998).

(12) Filed herewith.
    
Item 25.  List of Directors of Transamerica Occidental Life Insurance Company

   
               Frank Beardsley                             Frank C. Herringer
    
               Thomas J. Cusack             Richard N. Latzer
                       James W. Dederer      Karen MacDonald      
Gary U. Rolle'                              George A. Foegele     
   Paul E. Rutledge III
               David E. Gooding
               Edgar H. GrubbT. Desmond Sugrue
        Nooruddin S. Veerjee Robert A. Watson
        List of Officers for Transamerica Occidental Life Insurance Company
<TABLE>
<CAPTION>

   
<S>                      <C>
Thomas J. Cusack           Chairman, President and Chief Executive Officer
Nooruddin S. Veerjee                President - Insurance Products Division
Frank Beardsley                     President - Transamerica Asset Management
George A. Foegele          Senior Vice President
Paul E. Rutledge III                President - Reinsurance Division
James W. Dederer, CLU               Executive Vice President, General Counsel and Corporate Secretary
David E. Gooding           Executive Vice President and Chief Information Officer
Meheriar Hasan                      Vice President
Daniel E. Jund, FLMI                Senior Vice President
Karen MacDonald            Senior Vice President and Corporate Actuary
William N. Scott, CLU, FLMI         Senior Vice President
T. Desmond Sugrue          Executive Vice President
Ron F. Wagley                       Senior Vice President and Chief Agency Officer
Darrel K.S. Yuen                    President-Asian Operations
Richard N. Latzer                   Chief Investment Officer
Gary U. Rolle', CFA                 Chief Investment Officer
Stephen J. Ahearn          Investment Officer
Jim Bowman                          Vice President
John M. Casparian          Investment Officer
Catherine Collinson                 Vice President
Heather E. Creeden                  Investment Officer
Colin Funai                         Investment Officer
William L. Griffin                  Investment Officer
Heidi Y. Hu                         Investment Officer
Matthew W. Kuhns           Investment Officer
Michael F. Luongo          Investment Officer
Dennis J. McNamara                  Investment Officer
Matthew Palmer                      Investment Officer
Thomas C. Pokorski                  Investment Officer
Susan A. Silbert                    Investment Officer
Philip W. Treick                    Investment Officer
Jeffrey S. Van Harte                Investment Officer
Paul Wintermute                     Investment Officer
William D. Adams           Vice President
Sandra Bailey-Whichard              Vice President
Nicki Bair                          Senior Vice President
Michael Barnhart                    Regional Vice President
Dennis Barry                        Vice President
Laurie Bayless                      Vice President
Nancy Blozis                        Vice President and Controller
Thomas Briggle                      Vice President
Thomas Brimacombe          Vice President
Sandy Brown                         Vice President
John Byrnes                         Vice President
Kent Callahan                       Vice President
Roy Chong-Kit                       Senior Vice President and Actuary
Matt Coben                          Vice President
Ken Cochrane                        Vice Presidetn
Alan T. Cunningham                  Vice President and Deputy General Counsel
Glenn Cunningham           Vice President
Robert DeMarco                      Vice President
Peter DeWolf                        Vice President
Mitch Dimler                        Vice President
Randy Dobo                          Vice President and Actuary
Thomas P. Dolan, FLMI               Vice President
John V. Dohmen                      Vice President
Harry Dunn, FSA                     Vice President and Chief Reinsurance Actuary
Gail DuBois                         Vice President and Actuary
Ken Ellis                           Vice President
George Garcia                       Vice President and Chief Medicare Officer
David M. Goldstein                  Vice President and Deputy General Counsel
Paul Hankwitz, MD          Vice President and Chief Medical Director
Randall C. Hoiby                    Vice President and Associate General Counsel
John W. Holowasko          Vice President
William M. Hurst                    Vice President and Associate General Counsel
James M. Jackson           Vice President and Deputy General Counsel
Allan H. Johnson, FSA               Vice President and Actuary
Michael Kappos                      Vice President
Patrick Kelleher                    Vice President and Reinsurance Financial Officer
Ken Kilbane                         Vice President
Frank J. LaRusso                    Vice President and Chief Underwriting Officer
Susan Mack                          Vice President and Associate General Counsel
Philip E. McHale, FLMI              Vice President
Mark Madden                         Vice President
Maureen McCarthy           Vice President
Vic Modugno                         Vice President and Associate Actuary
Jess Nadelman                       Vice President
Wayne Nakano, CPA          Vice President
Paul Norris                         Vice President and Actuary
Susan O'Brien                       Vice President
Thomas P. O'Neill          Vice President
Michael Palace, ASA                 Vice President and Actuary
Jerry Paul                          Vice President
Stephen W. Pinkham                  Vice President
Kristy M. Pipes                     Senior Vice President
Larry H. Roy                        Senior Vice President
Michael Sanders                     Vice President
Gary L. Seagraves          Vice President
Joel D. Seigle                      Vice President
Karen Stout                         Vice President
James O. Strand                     Vice President
Alice Su                            Vice President
Lee Tang                   Vice President
Bill Tate                                   Vice President
Claude W. Thau, FSA                 Senior Vice President
Barry Tobin                         Vice President
Kim A. Tursky                       Vice President and Assistant Secretary
John Vieren                         Vice President
Timothy Weis                        Vice President
William R. Wellnitz, FSA            Senior Vice President and Actuary
Virginia M. Wilson                  Senior Vice President and Controller
Ronald R. Wolfe                     Regional Vice President
Sally Yamada                        Vice President and Treasurer
Olisa Abaelu                        Second Vice President
Benjamin Bock                       Vice President
Daniel J. Bohmfalk                  Second Vice President and Associate Actuary
Ken Bromberg                        Second Vice President
Art Bueno                           Second Vice President
Barry Buner                         Second Vice President
Wonjoon Cho                         Second Vice President
Art Cohen                           Second Vice President
Dave Costanza                       Second Vice President
Reid A. Evers                       Vice President and Associate General Counsel
David Fairhall                      Second Vice President and Associate Actuary
Selma Fox                           Second Vice President
Toni A. Forge                       Second Vice President
Jerry Gable, FSA                    Second Vice President
Linda Goodwin M.D.                  Second Vice President and Reinsurance Medical Director
Roger Hagopian                      Second Vice President
Zahid Hussain                       Vice President and Associate Actuary
    
Ahmad Kamil, FIA, MAAA     Vice President and Associate Actuary
Andrew G. Kanelos          Second Vice President
Ronald G. Keller                    Second Vice President
Joan Klubnik                        Second Vice President
Roger Korte                         Second Vice President
Lynette Lawson                      Second Vice President
Dean LeCesne                        Second Vice President
Liwen Lien                          Second Vice President
Marilyn McCullough                  Vice President
Richard MacKenzie          Second Vice President
Danny Mahoney                       Second Vice President
   
Carl Marcero                        Vice President and Chief Reinsurance Underwriter
Jodie Moore                         Second Vice President
Clay Moye                           Second Vice President
Daniel A. Norwick          Second Vice President
John Oliver                         Second Vice President
Susan O'Brien                       Second Vice President
Stephanie Quincey          Second Vice President
Paul Reisz                          Second Vice President
Ray Robinson                        Second Vice President
Beverly Rochecharlie                Second Vice President
John J. Romer                       Vice President
Laura Scully                        Second Vice President
Frederick Seto                      Second Vice President
Jack Shalley, MD                    Second Vice President and Medical Director
Steven R. Shepard          Second Vice President and Assistant General Counsel
Frank Snyder                        Second Vice President
Mary Spence                         Second Vice President
Jean Stefaniak                      Second Vice President
Christina Stiver                    Vice President
David Stone                         Second Vice President
Suzette Stover-Hoyt                 Second Vice President
John Tillotson                      Second Vice President
K. Y. To                            Second Vice President
Boning Tong                         Second Vice President and Associate Actuary
Janet Unruh                         Second Vice President and Assistant General Counsel
Colleen Vandermark                  Vice President
Marsha Wallace                      Second Vice President
James B. Watson                     Second Vice President and Assistant General Counsel
Sheila Wickens, MD                  Second Vice President and Medical Director
Michael B. Wolfe                    Vice President
James Wolfenden                     Statement Officer
Kamran Haghighi                     Tax Officer
Susan Vivino                        Assistant Secretary
    
</TABLE>


Item 26.  Person  Controlled  by or Under Common  Control With the  Depositor or
Registrant.  The  Depositor,  Transamerica  Occidental  Life  Insurance  Company
(Transamerica),  is  wholly  owned  by  Transamerica  Insurance  Corporation  of
California. The Registrant is a segregated asset account of Transamerica.

        The following chart indicates the persons  controlled by or under common
control with Transamerica.



<PAGE>


   
- -
ARC Reinsurance Corporation
  Transamerica Management, Inc. -- DE
BWAC Seventeen, Inc.
  Transamerica  Commercial Finance Canada, Limited -- ON Transamerica Commercial
  Finance Corporation, Canada -- Can.
BWAC Twelve, Inc.
  TIFCO Lending Corporation -- IL
  Transamerica Insurance Finance Corporation -- MD
BWAC Twenty-One, Inc.
  Transamerica Commercial Holdings Limited -- U.K.
First Florida Appraisal Services, Inc.
  First Georgia Appraisal Services, Inc. -- GA
Greybox L.L.C.
  Transamerica Trailer Leasing S.N.C. -- Fra.
Intermodal Equipment, Inc.
  Transamerica Leasing N.V. -- Belg.
  Transamerica Leasing SRL -- Itl.
Inventory Funding Trust
  Inventory Funding Company, LLC -- DE
Metropolitan Mortgage Company
  Easy Yes Mortgage, Inc. -- FL
  Easy Yes Mortgage, Inc. -- GA
  First Florida Appraisal Services, Inc. -- FL
  Freedom Tax Services, Inc. -- FL
  J.J. & W. Advertising, Inc. -- FL
  J.J. & W. Realty Services, Inc. -- FL
  Liberty Mortgage Company of Ft. Myers, Inc. -- FL
  Metropolis Mortgage Company -- FL
  Perfect Mortgage Company -- FL
Pyramid Insurance Company, Ltd.
  Pacific Cable Ltd. -- Bmda.
TA Leasing Holding Co., Inc.
  Trans Ocean Ltd. -- DE
  Transamerica Leasing Inc. -- DE
Trans Ocean Container Corp.
  SpaceWise Inc. -- DE
  Trans Ocean Container Finance Corp. -- DE
  Trans Ocean Leasing Deutschland GmbH -- Ger.
  Trans Ocean Leasing PTY Limited -- Aust.
  Trans Ocean Management S.A. -- SWTZ
  Trans Ocean Regional Corporate Holdings -- CA
  Trans Ocean Tank Services Corporation -- DE
Trans Ocean Ltd.
  Trans Ocean Container Corp. -- DE
Transamerica Accounts Holding Corporation
  ARS Funding Corporation -- DE
Transamerica Acquisition Corporation
  Camtrex Group, Inc. --
Transamerica Business Credit Corporation
  Bay Capital Corporation -- DE
  Coast Funding Corporation -- DE
  Direct Capital Equity Investment, Inc. -- DE
  Gulf Capital Corporation -- DE
  TA Air East, Corp. --
  TA Air III, Corp. -- DE
  TA Air IV, Corp. -- DE
  TA Air IX, Corp. -- DE
  TA Air I, Corp. -- DE
  TA Air VIII, Corp. --
  TA Air VII, Corp. --
  TA Air VI, Corp. --
  TA Air V, Corp. --
  TA Air X Corp. -- DE
  TA Marine I Corp. -- DE
  TA Marine II Corp. -- DE
  TBC III, Inc. -- DE
  TBC II, Inc. -- DE
  TBC IV, Inc. -- DE
  TBC I, Inc. -- DE
  TBC Tax III, Inc. -- DE
  TBC Tax II, Inc. -- DE
  TBC Tax IV, Inc. -- DE
  TBC TAX IX, Inc. -- DE
  TBC Tax I, Inc. -- DE
  TBC Tax VIII, Inc. -- DE
  TBC Tax VII, Inc. -- DE
  TBC Tax VI, Inc. -- DE
  TBC Tax V, Inc. -- DE
  TBC V, Inc. -- DE
  TBCC Funding Trust I --
  TBCC Funding Trust II --
  The Plain Company -- DE
  Transamerica Mezzanine Financing, Inc. --
  Transamerica Small Business Services, Inc. --
Transamerica Business Credit Corporation - DE
  TA Air II, Corp. -- DE
Transamerica Commercial Finance Canada, Limited
  Transamerica Acquisition Corporation -- Can.
Transamerica Commercial Finance Corporation
  Inventory Funding Trust -- DE
  TCF Asset Management Corporation -- CO
  Transamerica Distribution Finance Corporation de Mexico --
  Transamerica Joint Ventures, Inc. -- DE
Transamerica Commercial Finance Corporation, I
  BWAC Credit Corporation -- DE
  BWAC International Corporation -- DE
  BWAC Twelve, Inc. -- DE
  Transamerica Business Credit Corporation -- DE
  Transamerica Distribution Finance Corporation -- DE
  Transamerica Equipment Financial Services Corporation --
Transamerica Commercial Finance Limited
  WFC Polska Sp. Zo.o --
Transamerica Commercial Holdings Limited
  Transamerica Commercial Finance Limited -- U.K.
  Transamerica Trailer Leasing Limited -- NY
  Transamerica Trailer Leasing Limited -- U.K.
Transamerica Consumer Finance Holding Company
  Metropolitan Mortgage Company -- FL
  Pacific Agency, Inc. -- IN
  Transamerica Consumer Mortgage Receivables Corporation -- DE
  Transamerica Mortgage Company -- DE
Transamerica Corporation
  ARC Reinsurance Corporation -- HI
  Inter-America Corporation -- CA
  Pyramid Insurance Company, Ltd. -- HI
  RTI Holdings, Inc. -- DE
  Transamerica Airlines, Inc. -- DE
  Transamerica Business Technologies Corporation -- DE
  Transamerica CBO I, Inc. -- DE
  Transamerica Corporation (Oregon) -- OR
  Transamerica Delaware, L.P. -- DE
  Transamerica Finance Corporation -- DE
  Transamerica Financial Products, Inc. -- CA
  Transamerica Foundation -- CA
  Transamerica Insurance Corporation of California -- CA
  Transamerica Intellitech, Inc. -- DE
  Transamerica International Holdings, Inc. -- DE
  Transamerica Investment Services, Inc. -- DE
  Transamerica LP Holdings Corp. -- DE
  Transamerica Pacific Insurance Company, Ltd. -- HI
  Transamerica Real Estate Tax Service (A Division of Transamerica Corporation)
 -- N/A
  Transamerica Realty Services, Inc. -- DE
  Transamerica Senior Properties, Inc. -- DE
  TREIC Enterprises, Inc. -- DE
Transamerica  Distribution  Finance  Corporation  Transamerica  Accounts Holding
  Corporation  --  DE  Transamerica   Commercial   Finance   Corporation  --  DE
  Transamerica Inventory Finance Corporation -- DE Transamerica Retail Financial
  Services  Corporation -- DE Transamerica Vendor Financial Services Corporation
  -- DE
Transamerica Distribution Finance Corporation de Mexico
  TDF de Mexico --
Transamerica Distribution Finance Corporation de Mexico and TDF de Mexico
  Transamerica Corporate Services de Mexico --
Transamerica Finance Corporation
  TA Leasing Holding Co., Inc. -- DE
  Transamerica Commercial Finance Corporation, I -- DE
  Transamerica Home Loan -- CA
  Transamerica HomeFirst, Inc. -- CA
  Transamerica Lending Company -- DE
Transamerica Financial Resources, Inc.
  Financial Resources Insurance Agency of Texas -- TX
  TBK Insurance Agency of Ohio, Inc. -- OH
  Transamerica Financial Resources Insurance Agency of Alabama Inc. -- AL
  Transamerica Financial Resources Insurance Agency of Massachusetts Inc. -- MA
Transamerica GmbH Inc.
  Transamerica Financieringsmaatschappij B.V. -- Neth.
  Transamerica GmbH - Germany -- Ger.
Transamerica Insurance Corporation of California
  Arbor Life Insurance Company -- AZ
  Bulkrich Trading --
  Gemini Investments, Inc. --
  Plaza Insurance Sales, Inc. -- CA
  Transamerica Advisors, Inc. -- CA
  Transamerica Annuity Service Corporation -- NM
  Transamerica Financial Resources, Inc. -- DE
  Transamerica International Insurance Services, Inc. -- DE
  Transamerica Occidental Life Insurance Company -- CA
  Transamerica Products, Inc. -- CA
  Transamerica Securities Sales Corporation -- MD
  Transamerica Service Company -- DE
Transamerica Insurance Finance Corporation
  Transamerica Insurance Finance Company (Europe) -- MD
Transamerica Insurance Finance Corporation
  Transamerica Insurance Finance Corporation, California -- CA
Transamerica Insurance Finance Corporation - MD
  Transamerica Insurance Finance Corporation, Canada -- ON
Transamerica Intellitech, Inc.
  Information Service Corp. --
Transamerica International Insurance Services, Inc.
  Home Loans and Finance Ltd. -- U.K.
Transamerica Inventory Finance Corporation
  BWAC Seventeen, Inc. -- DE
  BWAC Twenty-One, Inc. -- DE
  Transamerica Commercial Finance France S.A. -- Fra.
  Transamerica GmbH Inc. -- DE
Transamerica Investment Services, Inc.
  Transamerica Income Shares, Inc. (managed by TA Investment Services) -- MD
Transamerica Leasing Holdings Inc.
  Greybox Logistics Services Inc. -- DE
  Greybox L.L.C. -- DE
  Greybox Services Limited -- U.K.
  Intermodal Equipment, Inc. -- DE
  Transamerica Distribution Services Inc. -- DE
  Transamerica Leasing Coordination Center -- Belg.
  Transamerica Leasing do Brasil Ltda. -- Braz.
  Transamerica Leasing GmbH -- Ger.
  Transamerica Leasing Limited -- U.K.
  Transamerica Leasing Pty. Ltd. -- Aust.
  Transamerica Leasing (Canada) Inc. -- Can.
  Transamerica Leasing (HK) Ltd. -- H.K.
  Transamerica Leasing (Proprietary) Limited -- S.Afr.
  Transamerica Tank Container Leasing Pty. Limited -- Aust.
  Transamerica Trailer Holdings I Inc. -- DE
  Transamerica Trailer Holdings II Inc. -- DE
  Transamerica Trailer Holdings III Inc. -- DE
  Transamerica Trailer Leasing AB -- Swed.
  Transamerica Trailer Leasing AG -- SWTZ
  Transamerica Trailer Leasing A/S -- Denmk.
  Transamerica Trailer Leasing GmbH -- Ger.
  Transamerica Trailer Leasing (Belgium) N.V. -- Belg.
  Transamerica Trailer Leasing (Netherlands) B.V. -- Neth.
  Transamerica Trailer Spain S.A. -- Spn.
  Transamerica Transport Inc. -- NJ
Transamerica Leasing Inc.
  Better Asset Management Company LLC -- DE
  Transamerica Leasing Holdings Inc. -- DE
Transamerica Leasing Limited
  ICS Terminals (UK) Limited -- U.K.
Transamerica Life Insurance and Annuity Company
  Transamerica Assurance Company -- MO
Transamerica Management, Inc.
  Criterion Investment Management Company -- TX
Transamerica Occidental Life Insurance Company
  NEF Investment Company -- CA
  Transamerica China Investments Holdings Limited -- H.K.
  Transamerica International RE (Bermuda) Ltd. -- Bmda.
  Transamerica Life Insurance and Annuity Company -- NC
  Transamerica Life Insurance Company of Canada -- Can.
  Transamerica Life Insurance Company of New York -- NY
  Transamerica South Park Resources, Inc. -- DE
  Transamerica Variable Insurance Fund, Inc. -- MD
  USA Administration Services, Inc. -- KS
Transamerica Products, Inc.
  Transamerica Products II, Inc. -- CA
  Transamerica Products IV, Inc. -- CA
  Transamerica Products I, Inc. -- CA
Transamerica Real Estate Tax Service
  Transamerica  Flood  Hazard  Certification  (A  Division of TA Real Estate Tax
Service) -- N/A Transamerica Realty Services, Inc.
  Bankers Mortgage Company of California -- CA
  Pyramid Investment Corporation -- DE
  The Gilwell Company -- CA
  Transamerica Affordable Housing, Inc. -- CA
  Transamerica Minerals Company -- CA
  Transamerica Oakmont Corporation -- CA
  Ventana Inn, Inc. -- CA
Transamerica Retail Financial Services Corporation
  Transamerica Consumer Finance Holding Company -- DE
  Whirlpool Financial National Bank -- DE
Transamerica Senior Properties, Inc.
  Transamerica Senior Living, Inc. -- DE
Transamerica Small Business Services, Inc.
  Emergent Business Capital Holdings, Inc. --
    


                         *Designates INACTIVE COMPANIES
                     A Division of Transamerica Corporation
         ss.Limited Partner; Transamerica Corporation is General Partner
Item 27. Number of Certificate Owners

   
         As of April 1,  1999  there  were  Owners of  Non-Qualified  Individual
Contracts and Owners of Qualified Individual Contracts.
    

Item 28.  Indemnification

         Transamerica's Bylaws provide in Article V as follows:

         Section 1.  Right to Indemnification.
Each person who was or is a party or is  threatened  to be made a party to or is
involved,  even as a witness,  in any threatened,  pending, or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
(hereafter a  "Proceeding"),  by reason of the fact that he, or a person of whom
he is the legal  representative,  is or was a director,  officer,  employee,  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee,  or agent of another  foreign  or  domestic
corporation,  partnership,  joint venture, trust, or other enterprise,  or was a
director,  officer, employee, or agent of a foreign or domestic corporation that
was predecessor  corporation of the corporation or of another  enterprise at the
request of such  predecessor  corporation,  including  service  with  respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in
an official capacity as a director,  officer, employee, or agent or in any other
capacity while serving as a director,  officer, employee, or agent (hereafter an
"Agent"),  shall be  indemnified  and held  harmless by the  corporation  to the
fullest extent authorized by statutory and decisional law, as the same exists or
may hereafter be  interpreted or amended (but, in the case of any such amendment
or  interpretation,  only to the extent that such  amendment  or  interpretation
permits the  corporation  to provide  broader  indemnification  rights than were
permitted  prior thereto)  against all expense,  liability,  and loss (including
attorneys' fees,  judgements,  fines, ERISA excise taxes and penalties,  amounts
paid or to be paid in settlement,  any interest,  assessments,  or other charges
imposed thereon,  and any federal,  state, local or foreign taxes imposed on any
Agent as a result of the  actual or deemed  receipt of any  payments  under this
Article)  incurred or suffered by such person in connection with  investigating,
defending,  being a witness in, or  participating  in (including on appeal),  or
preparing for any of the foregoing,  in any Proceeding  (hereafter  "Expenses");
provided however,  that except as to actions to enforce  indemnification  rights
pursuant to Section 3 of this Article, the corporation shall indemnify any Agent
seeking  indemnification  in  connection  with a  Proceeding  (or part  thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the Board of  Directors  of the  corporation.  The  right to  indemnification
conferred in this Article shall be a contract  right.  [It is the  Corporation's
intent  that the  bylaws  provide  indemnification  in excess of that  expressly
permitted  by  Section  317  of  the  California  General  Corporation  Law,  as
authorized by the Corporation's Articles of Incorporation.]

         Section 2.  Authority to Advance Expenses.
Expenses  incurred by an officer or director (acting in his capacity as such) in
defending a Proceeding  shall be paid by the corporation in advance of the final
disposition  of such  Proceeding,  provided,  however,  that if  required by the
California General Corporation Law, as amended,  such Expenses shall be advanced
only upon delivery to the  corporation of an undertaking by or on behalf of such
director or officer to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be  indemnified  by the  corporation as authorized in
this Article or otherwise.  Expenses incurred by other Agents of the corporation
(or by the directors or officers not acting in their capacity as such, including
service with respect to employee benefit plans) may be advanced upon the receipt
of a similar  undertaking,  if  required  by law,  and upon such other terms and
conditions  as the Board of  Directors  deems  appropriate.  Any  obligation  to
reimburse  the  corporation  for  Expense  advances  shall be  unsecured  and no
interest shall be charged thereon.

         Section 3.  Right of Claimant to Bring Suit.
If a claim  under  Section  1 or 2 of this  Article  is not  paid in full by the
corporation  within 30 days  after a  written  claim  has been  received  by the
corporation,  the  claimant  may at any time  thereafter  bring suit against the
corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the  claimant  shall be  entitled to be paid also the expense
(including  attorneys' fees) of prosecuting such claim. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant has
not met the standards of conduct that make it  permissible  under the California
General  Corporation  Law for the  corporation to indemnify the claimant for the
amount  claimed.  The  burden  of  proving  such  a  defense  shall  be  on  the
corporation.  Neither the  failure of the  corporation  (including  its Board of
Directors,  independent  legal  counsel,  or its  stockholders)  to have  made a
determination  prior to the commencement of such action that  indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the California General  Corporation Law, nor an
actual  determination  by the  corporation  (including  its Board of  Directors,
independent legal counsel,  or its  stockholders)  that the claimant had not met
such applicable standard of conduct,  shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.

         Section 4.  Provisions Nonexclusive.
The rights conferred on any person by this Article shall not be exclusive of any
other rights that such person may have or hereafter  acquire  under any statute,
provision  of  the  Articles  of  Incorporation,   bylaw,  agreement,   vote  of
stockholders or disinterested  directors, or otherwise,  both as to action in an
official  capacity  and as to action in  another  capacity  while  holding  such
office. To the extent that any provision of the Articles,  agreement, or vote of
the stockholders or disinterested  directors is inconsistent  with these bylaws,
the provision, agreement, or vote shall take precedence.

         Section 5.  Authority to Insure.
The  corporation  may purchase and maintain  insurance to protect itself and any
Agent against any Expense asserted  against or incurred by such person,  whether
or not the corporation  would have the power to indemnify the Agent against such
Expense under  applicable law or the provisions of this Article  [provided that,
in cases  where  the  corporation  owns all or a  portion  of the  shares of the
company  issuing the insurance  policy,  the company and/or the policy must meet
one of the two sets of  conditions  set forth in Section  317 of the  California
General Corporation Law, as amended].

         Section 6.  Survival of Rights.
The rights provided by this Article shall continue as to a person who has ceased
to be an Agent and shall  inure to the  benefit  of the  heirs,  executors,  and
administrators of such person.

         Section 7.  Settlement of Claims.
The  corporation  shall not be liable to indemnify  any Agent under this Article
(a) for any amounts paid in settlement of any action or claim  effected  without
the  corporation's  written  consent,  which consent  shall not be  unreasonably
withheld;  or (b) for any judicial  award,  if the  corporation  was not given a
reasonable and timely opportunity, at its expense, to participate in the defense
of such action.

         Section 8.  Effect of Amendment
Any  amendment,  repeal,  or  modification  of this Article  shall not adversely
affect  any  right  or  protection  of any  Agent  existing  at the time of such
amendment, repeal, or modification.

         Section 9.  Subrogation.
In the event of payment under this Article,  the corporation shall be subrogated
to the extent of such payment to all of the rights of recovery of the Agent, who
shall execute all papers  required and shall do everything that may be necessary
to secure such rights,  including the execution of such  documents  necessary to
enable the corporation effectively to bring suit to enforce such rights.

         Section 10.  No Duplication of  Payments.
The  corporation  shall not be liable  under this Article to make any payment in
connection  with any claim  made  against  the Agent to the extent the Agent has
otherwise  actually  received  payment (under any insurance  policy,  agreement,
vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

         Insofar as  indemnification  for liability arising under the Securities
Act of 1933 may be permitted to directors,  officers and  controlling  person of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by the director,  officer or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

         The directors and officers of  Transamerica  Occidental  Life Insurance
Company are covered  under a Directors  and  Officers  liability  program  which
includes  direct  coverage to directors and officers  (Coverage A) and corporate
reimbursement  (Coverage B) to reimburse the Company for  indemnification of its
directors and officers.  Such  directors and officers are  indemnified  for loss
arising from any covered claim by reason of any Wrongful Act in their capacities
as directors or officers. In general, the term "loss" means any amount which the
insureds are legally obligated to pay for a claim for Wrongful Acts. In general,
the term "Wrongful Acts" means any breach of duty, neglect, error, misstatement,
misleading statement or omission caused, committed or attempted by a director or
officer while acting  individually  or  collectively  in their capacity as such,
claimed against them solely by reason of their being directors and officers. The
limit  of  liability  under  the  program  is  $95,000,000  for  Coverage  A and
$80,000,000 for Coverage B for the period 11/15/98 to 11/15/2000.  Coverage B is
subject to a self insured retention of $15,000,000. The primary policy under the
program is with CNA Lloyds, Gulf, Chubb and Travelers.

Item 29.  Principal Underwriter

         Transamerica  Securities  Sales  Corporation  (TSSC)  and  Transamerica
Financial  Resources (TFR) are the  co-underwriters  of the Certificates and the
Individual  Contracts  as defined in the  Investment  Company Act of 1940.  TSSC
became Principal Underwriter effective 8-24-94.

NAME AND PRINCIPAL                  POSITION AND OFFICES WITH
BUSINESS ADDRESS*                   TRANSAMERICA SECURITIES SALES CORPORATION

Barbara A. Kelley                   President and Director
Regina M. Fink                              Secretary and Director
Benjamin Tang                               Treasurer
Nooruddin Veerjee                   Director
Dan S. Trivers                              Senior Vice President
Nicki A. Bair                               Vice President
Chris Shaw                                  Second Vice President

*The  Principal  business  address for each  officer and  director is 1150 South
Olive, Los Angeles, CA 90015.

NAME AND PRINCIPAL                          POSITION AND OFFICES WITH
BUSINESS ADDRESS*                           TRANSAMERICA FINANCIAL RESOURCES

   
Nooruddin S. Veerjee                        Chairman of the Board and Director
Barbara A. Kelley                           President and Director
    

Regina M. Fink Secretary and Counsel


Monica Suryapranata                         Treasurer

Gilbert F. Cronin                           Director

James W. Dederer                            Director

Dan  Trivers                                Vice President, Director of 
                                             Administration and
                                           Chief Compliance Officer

Ronald F. Wagley                            Director

   
Kerry Rider                                 Vice President and Director of 
                                             Compliance and Assistant
                                            Secretary

Susan Vivino                                Assistant Secretary
    

*The  Principal  business  address for each  officer and  director is 1150 South
Olive, Los Angeles, CA 90015.


        The  following  table  lists  the  amounts  of  commissions  paid to the
co-underwriters during the last fiscal year.

<TABLE>
<CAPTION>

Name of
Principal     Net Underwriting       Compensation on     Brokerage
UnderwriterDiscounts & Commission      Redemption       Commissions                    Compensation

<S>                   <C>                   <C>        <C>                 <C>
TSSC                 -0-                   -0-         21,886,072.80      -0-
TFR                  -0-                   -0-         2,394,358.42                         -0-

</TABLE>

Item 30. Location and Accounts and Records

        All accounts and records  required to be  maintained by Section 31(a) of
the 1940  Act and the  rules  under it are  maintained  by  Transamerica  or the
Service Office at their administrative offices.

Item 31. Management Services

        All management contracts are discussed in Parts A or B.

Items 32. Undertakings

  (a)    Registrant  undertakes that it will file a post-effective  amendment to
         this  registration  statement as frequently as necessary to ensure that
         the audited  financial  statements  in the  registration  statement are
         never  more  than 16  months  old for so long  as  payments  under  the
         variable annuity contracts may be accepted.

  (b)    Registrant  undertakes  that it will include  either (1) as part of any
         application to purchase a Certificate or an Individual Contract offered
         by the  Prospectus,  a space that an  applicant  can check to request a
         Statement  of  Additional  Information,  or (2) a post card or  similar
         written communication affixed to or included in the Prospectus that the
         applicant can remove to send for a Statement of Additional Information.

  (c)    Registrant   undertakes   to  deliver  any   Statement  of   Additional
         Information and any financial  statements required to be made available
         under this Form promptly  upon written or oral request to  Transamerica
         at the address or phone number listed in the Prospectus.

  (d)    Registrant  represents  that it is relying on a no-action  letter dated
         November 28, 1988, to the American  Council of Life Insurance (Ref. No.
         IP-6-88) regarding Sections 22(e), 27(c)(i) and 27(d) of the Investment
         Company Act of 1940, in connection with  redeemability  restrictions on
         Section 403(b) policies,  and that paragraphs  numbered (1) through (4)
         of that letter will be complied with.

(e)      Transamerica  hereby  represents that the fees and the charges deducted
         under the Contracts,  in the  aggregate,  are reasonable in relation to
         the services  rendered,  the expenses expected to be incurred,  and the
         risks assumed by Transamerica.


<PAGE>


                                                SIGNATURES

   
        Pursuant to the requirements of the Securities Act of 1933, Transamerica
Occidental Life Insurance Company certifies that this  Post-Effective  Amendment
No.  10 to  the  Registration  Statement  meets  all  of  the  requirements  for
effectiveness  pursuant to Rule 485(a) under the  Securities Act of 1933 and has
duly caused this Post-Effective  Amendment No. 10 to the Registration  Statement
to be signed on its behalf by the undersigned in the City of Los Angeles,  State
of California on this 25th day of February, 1999.
    


SEPARATE ACCOUNT VA-2L                      TRANSAMERICA  OCCIDENTAL
OF TRANSAMERICA  OCCIDENTAL          LIFE INSURANCE COMPANY
LIFE INSURANCE COMPANY                      (DEPOSITOR)
(REGISTRANT)


                                                    --------------------------
                                                    David M. Goldstein
                                 Vice President
   
As Required by the Securities Act of 1933, this Post-Effective  Amendment No. 10
to the  Registration  Statement has been signed by the following  persons in the
capacities and on the date indicated.
    
<TABLE>
<CAPTION>


Signatures                           Titles                               Date


   
<S>                                <C>                                     <C>
_____________________*               Director                              February 25, 1999
Frank Beardsley       
_____________________*               Senior Vice President
Virginia M. Wilson                   and Controller


______________________*              Director, President, ChairmanFebruary 25, 1999
Thomas J. Cusack                     and Chief Executive Officer


______________________*              Director, Executive Vice President          February 25, 1999
James W. Dederer                     General Counsel and Corporate Secretary

______________________*              Director                                    February 25, 1999
George A. Foegele
______________________*              Director                                    February 25, 1999
David E. Gooding


______________________*              Director                                    February 25, 1999
Edgar H. Grubb

______________________*              Director                                    February 25, 1999
Frank C. Herringer
______________________*              Director                                    February 25, 1999
Richard N. Latzer


______________________*              Director                                    February 25, 1999
Karen MacDonald

______________________*              Director                                    February 25, 1999
Gary U. Rolle'

______________________*              Director                                    February 25, 1999
Paul E. Rutledge III
______________________*              Director                                    February 25, 1999
 T. Desmond Sugrue
February 25, 1999
______________________*              Director                                    February 25, 1999
Nooruddin S. Veerjee
______________________*              Director                                    February 25, 1999
Robert A. Watson
    

</TABLE>

______________________  On February 25, 1999 as Attorney-in-Fact pursuant to
*By:David M. Goldstein  powers of attorney previously filed and filed herewith,
                          and  in his own capacity as Vice President.



<PAGE>






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission