SEPARATE ACCOUNT VA 2LNY OF FIRST TRANSAMERICA LIFE INS CO
485APOS, 1996-03-01
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                                      LOGO
                                     PROSPECTUS FOR

                          DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE

                              A Variable Annuity Issued by
                                   First Transamerica
                                 Life Insurance Company

                             Including Fund Prospectuses for

                            DREYFUS VARIABLE INVESTMENT FUND
                   THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
                                 DREYFUS STOCK INDEX FUND

   
                                      May 1, 1996
    




<PAGE>



                          DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE
                                    VARIABLE ANNUITY
                                       Issued  by
                        FIRST  TRANSAMERICA  LIFE  INSURANCE  COMPANY  575 Fifth
              Avenue, New York, New York, 10017, (212) 682-8740.

         This Prospectus  describes the  Dreyfus/Transamerica  Triple  Advantage
Variable  Annuity,   a  variable  annuity  policy  ("Policy")  issued  by  First
Transamerica Life Insurance Company ("Transamerica").  The Policy is designed to
aid  individuals  in long-term  financial  planning and for  retirement or other
long-term purposes.
         The Policy Value will  accumulate on a variable  basis in  Transamerica
Separate Account VA-2LNY (the "Variable Account").
         The Owner bears the entire investment risk under this Policy.  There is
no guaranteed or minimum  withdrawal  value; the Cash Surrender Value or Annuity
Purchase Amount could be less than the Premiums invested in the Policy.
                                         -------

   
         This  Prospectus  sets forth the basic  information  that a prospective
investor should know before investing.  A "Statement of Additional  Information"
containing  more  detailed  information  about the Policy is  available  free by
writing First Transamerica Life Insurance Company,  Annuity Service Center, P.O.
Box 30757, Los Angeles,  California 90030-0757 or by calling (800) 258-4261. The
Statement of Additional Information, which has the same date as this Prospectus,
as it may be supplemented  from time to time, has been filed with the Securities
and Exchange  Commission and is incorporated  herein by reference.  The table of
contents of the  Statement of Additional  Information  is included at the end of
this  Prospectus.  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

       Please read this prospectus carefully and retain it for future reference.
                      The date of this Prospectus is May 1, 1996
    

This Prospectus must be accompanied by current Prospectuses for Dreyfus Variable
Investment Fund, Dreyfus Stock Index Fund,  and The Dreyfus Socially Responsible
Growth Fund, Inc.

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
NO DEALER, SALESMAN, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON.
- ----------------------------------------------------------------------------


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


<PAGE>



         The  Policy  provides  for  monthly  Annuity  Payments  to be  made  by
Transamerica  on a fixed or a variable or  combination  of a fixed and  variable
basis for the life of the Annuitant or for some other  period,  beginning on the
first day of the month  following the Annuity Date selected by the Owner.  Prior
to the Annuity Date, the Owner can transfer  amounts among the  Sub-Accounts  of
the Variable  Account.  Some  prohibitions  and  restrictions  apply.  After the
Annuity Date, some transfers are permitted  among the  Sub-Accounts if the Owner
selects a Variable  Annuity Payment  Option.  Before the Annuity Date, the Owner
can also  elect to  withdraw  all or a portion  of the Cash  Surrender  Value in
exchange for a cash  payment  from  Transamerica;  however,  withdrawals  may be
subject to a Contingent Deferred Sales Load, premium taxes, federal tax and/or a
tax penalty and, upon surrender, the annual Policy Fee will also be deducted.

   
         The Variable Account is divided into Sub-Accounts.  Each Sub-Account is
invested in shares of a specific  Portfolio.  Thirteen  Portfolios are available
for investment  under the Policies:  Money Market,  Managed Assets,  Zero Coupon
2000,  Quality  Bond,  Small  Cap ,  Capital  Appreciation  Growth  and  Income,
International Equity, Small Company Stock,  Disciplined Stock, and International
Value Portfolios of Dreyfus Variable  Investment Fund, Dreyfus Stock Index Fund,
and The Dreyfus Socially Responsible Growth Fund, Inc. Certain fees and expenses
are  charged  against  the assets of each  Portfolio.  The Policy  Value and the
amount of any  Variable  Annuity  payments  will vary to reflect the  investment
performance of the Sub-Account(s) selected by the Owner and the deduction of the
Policy charges  described  under  "Charges and  Deductions" on page 30. For more
information  about the Funds,  see "The  Funds" on page 19 and the  accompanying
Funds' prospectuses.
    
         The Initial  Premium  for the Policy  must be at least  $5,000 and each
additional  Premium must be at least $500,  unless an automatic  payment plan is
selected.  The prior approval of  Transamerica is required before it will accept
total Premiums for any Policy in excess of $1,000,000.


                                           2

<PAGE>



TABLE OF CONTENTS

                                                                Page
DEFINITIONS..........................................................5
SUMMARY..............................................................8
CONDENSED FINANCIAL INFORMATION.....................................16
PERFORMANCE DATA....................................................17
FIRST TRANSAMERICA LIFE INSURANCE COMPANY AND THE VARIABLE
 ACCOUNT............................................................19
         First Transamerica Life Insurance Company..................19
         Published Ratings..........................................19
         The Variable Account.......................................19
THE FUNDS...........................................................19
THE POLICY..........................................................23
         Qualified Policies.........................................23
POLICY APPLICATION AND PREMIUMS.....................................23
         Premiums...................................................23
         Allocation of Premiums.....................................24
POLICY VALUE........................................................24
TRANSFERS...........................................................25
         Before the Annuity Date....................................25
         Possible Restrictions......................................25
         Dollar Cost Averaging......................................26
         After the Annuity Date.....................................26
CASH WITHDRAWALS....................................................26
         Withdrawals................................................26
         Systematic Withdrawal Option...............................27
         Automatic Payout Option....................................28
DEATH BENEFIT.......................................................28
         Payment of Death Benefit...................................29
         Designation of Beneficiaries...............................29
         Death of Annuitant Prior to the Annuity Date...............29
         Death of Owner Prior to the Annuity Date...................29
         Death of Annuitant or Owner After the Annuity Date.........29
   
CHARGES AND DEDUCTIONS............................................30
         Contingent Deferred Sales Load...........................30
         Administrative Charges...................................31
         Mortality and Expense Risk Charge........................31
         Premium Taxes............................................32
         Transfer Fee.............................................32
         Systematic Withdrawal Option.............................32
         Taxes....................................................32
         Portfolio Expenses.......................................32
         ...............................................
    
ANNUITY PAYMENTS.................................................33
         Annuity Date............................................33
         Annuity Payment.........................................33
         Election of Annuity Forms and Payment Options...........33
         Annuity Payment Options.................................34
         Fixed Annuity Payment Option............................34
         Variable Annuity Payment Option.........................34
         Annuity Forms...........................................34
         Alternate Fixed Annuity Rates...........................36
FEDERAL TAX MATTERS..............................................36
DISTRIBUTION OF THE POLICY.......................................39


                                           3

<PAGE>



LEGAL PROCEEDINGS...........................................................39
LEGAL MATTERS...............................................................40
ACCOUNTANTS.................................................................40
VOTING RIGHTS...............................................................40
AVAILABLE INFORMATION.......................................................40
STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS.....................41
APPENDIX A.................................................................A-1
         Example of Variable Accumulation Unit Value Calculations..........A-1
         Example of Variable Annuity Unit Value Calculations...............A-1
         Example of Variable Annuity Payment Calculations..................A-1
         Example of Death Benefit Calculations.............................A-1
APPENDIX B.................................................................B-1
         Description of previously issued Policies.........................B-1



   
                       This Policy is available only in New York.
        As of May 1, 1996, certain Sub-Accounts are not available for immediate
    
investment.


   
This prospectus  describes the terms of Policies issued beginning March 1, 1996.
Such Policies include provisions  favorable to Policy Owners not available under
Policies  issued prior to March 1, 1996.  The material terms of the old Policies
that differ from the  Policies  issued  after March 1, 1996,  are  described  in
Appendix B. The old policies will be enhanced by Policy  endorsement  containing
the  applicable  March 1, 1996,  terms after the New York  Insurance  Department
approves the policy forms and when  Transamerica  can  administratively  endorse
them.
    

                                           4

<PAGE>



         DEFINITIONS

   
         Active Sub-Account:  A Sub-Account of the Variable Account in which the
         Policy  has  current  value.   Annuitant:   The  person  named  on  the
         application  whose  life is used to  determine  the  amount of  monthly
         Annuity  Payments on the Annuity  Date.  Annuitant's  Beneficiary:  The
         person or persons named by the Owner who may receive the death benefits
         under the Policy if: (a) there is no named Contingent Annuitant and the
         Annuitant dies before the Annuity Date; or (b) the Annuitant dies after
         the Annuity  Date under an Annuity  Form  containing  a period  certain
         option.  Annuity Date:  The date on which the Annuity  Purchase  Amount
         will be applied to provide monthly  annuity  payments 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 Policy,  the
         Annuity  Date will be as shown in the Policy.  The Annuity  Date may be
         changed by the Owner upon 30 days advance written notice to our Service
         Office.  The revised Annuity Date may not be earlier than the first day
         of the  calendar  month  coinciding  with or next  following  the third
         Policy  Anniversary.  The Annuity  Date may not be later than the first
         day of the  calendar  month  immediately  preceding  the  month  of the
         Annuitant's  85th  birthday.   Annuity  Payment:   An  amount  paid  by
         Transamerica  at regular  intervals to the  Annuitant  and/or any other
         Payee. It may be on a variable or fixed basis. Annuity Purchase Amount:
         The amount  applied as a single premium to provide an annuity under the
         Annuity  Form and  Payment  Options  available  under the  Policy.  The
         Annuity  Purchase  Amount  is  equal  to the  Policy  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.  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 Policy is
         surrendered on or before the Annuity Date. The Cash Surrender  Value is
         equal to the Policy  Value,  less the Policy 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 Policy 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.  Fixed Annuity: An annuity
         with predetermined payment amounts.  Funds: Dreyfus Variable Investment
         Fund,  Dreyfus  Stock Index Fund and The Dreyfus  Socially  Responsible
         Growth Fund,  Inc. in which the  Variable  Account  currently  invests.
         Inactive  Sub-Account:  A Sub-Account of the Variable  Account in which
         the Policy 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 Premium:  A Premium  reduced by any applicable
         premium tax (including retaliatory premium taxes).
    

                                           5

<PAGE>



   
         Non-Qualified  Policy:  A Policy other than a Qualified  Policy.  Owner
         (Joint Owners): The person or persons who, while living, control(s) all
         rights  and  benefits  under the  Policy.  Joint  Owners own the Policy
         equally with the right of survivorship. Qualified Policies may not have
         Joint Owners. Owner's Beneficiary:  The person who becomes the Owner of
         the  Policy if the Owner  dies.  If the Policy  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.
         Policy  Anniversary:  The same month and day as the Policy Date in each
         calendar  year after the calendar year in which the Policy Date occurs.
         Policy Date:  The effective  date of the Policy as shown on the Policy.
         Policy  Value:  The total dollar  amount of all  Variable  Accumulation
         Units in each  Sub-Account  of the Variable  Account held forthe Policy
         prior to the  Annuity  Date.  The  Policy  Value is equal  to:  (a) Net
         Premiums;  plus or minus (b) any  increase  or decrease in the value 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) the annual  Policy Fees (taken at the end of
         each Policy Year); less (f) any applicable  Transfer Fees; and less (g)
         any withdrawals from the Sub-Accounts. Policy Year: The 12-month period
         from the Policy  Date and ending  with the day before the first  Policy
         Anniversary and each twelve month period  thereafter.  The first Policy
         Year for any  particular  Net  Premium is the Policy  Year in which the
         Premium is received by the Service  Center.  Portfolio:  Dreyfus  Stock
         Index Fund, The Dreyfus Socially  Responsible  Growth Fund, Inc. or any
         one of the Series of Dreyfus  Variable  Investment  Fund  underlying  a
         Sub-Account of the Variable Account. Proof of Death: May be: (a) a copy
         of a certified death certificate; (b) a copy of a certified decree of a
         court of  competent  jurisdiction  as to the  finding  of death;  (c) a
         written statement by a medical doctor who attended the deceased; or (d)
         any other proof  satisfactory  to  Transamerica.  Qualified  Policy:  A
         Policy used in connection with an individual  retirement  annuity which
         receives  favorable federal income tax treatment under 408 of the Code.
         Receipt:  Receipt and acceptance by Transamerica at its Service Center.
         Series:  Any of the  portfolios  of Dreyfus  Variable  Investment  Fund
         available for  investment by a  Sub-Account  under the Policy.  Service
         Center:  Transamerica's  Annuity  Service Center,  P.O. Box 30757,  Los
         Angeles, CA 90030-0757,  Telephone (800) 258-4261. Socially Responsible
         Fund: The Dreyfus Socially Responsible Growth Fund, Inc., a diversified
         open-end management investment company. Stock Index Fund: Dreyfus Stock
         Index Fund, a non-diversified  open-end management  investment company.
         Sub-Account:  A subdivision of the Variable Account investing solely in
         shares of one of the  Portfolios.  Valuation  Day: Any day the New York
         Stock  Exchange is open for trading and that is a regular  business day
         for our Service Center.  Valuation  occurs currently as of 4:00 p.m. ET
         each Valuation Day.  Valuation  Period:  The time interval  between the
         closing of the New York Stock Exchange on consecutive  Valuation  Days.
         Variable  Account:   Separate  Account  VA-2LNY,   a  separate  account
         established  and  maintained by  Transamerica  for the  investment of a
         portion  of its  assets  pursuant  to  Section  4240  of the  New  York
         Insurance  Law and  Regulation  47  (part  50).  The  Variable  Account
         contains several  Sub-Accounts to which all or portions of Net Premiums
         and transfers may be allocated.
    

                                           6

<PAGE>



         Variable  Accumulation  Unit: A unit of measure  used to determine  the
         Policy  Value  prior to the  Annuity  Date.  The  value  of a  Variable
         Accumulation  Unit varies with each Sub-Account.  Variable Annuity:  An
         annuity with payments which vary as to dollar amount in relation to the
         investment  performance  of  specified  Sub-Accounts  of  the  Variable
         Account. Variable Annuity Unit: A unit of measure used to determine the
         amount of the  second  and each  subsequent  payment  under a  Variable
         Annuity  Payment  Option.  The value of a Variable  Annuity Unit varies
         with each Sub-Account. Variable Fund: Dreyfus Variable Investment Fund,
         an  open-end  management  investment  company.  Withdrawals:  Refers to
         partial withdrawals,  full surrenders,  and systematic withdrawals that
         are paid in cash to the Owner.  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.



                                           7

<PAGE>



SUMMARY
The Policy
           The  Flexible  Premium  Multi-Funded  Deferred  Annuity  Policy  (the
Policy) described in this Prospectus is designed to aid individuals in long-term
financial  planning and for retirement or other long-term  purposes.  The Policy
may be used in connection with a retirement plan which qualifies as a retirement
program under Section 408 of the code, or with  non-qualified  plans. The Policy
is issued by First  Transamerica  Life  Insurance  Company  ("Transamerica"),  a
wholly-owned  subsidiary of  Transamerica  Occidental  Life  Insurance  Company,
having its principal office at 575 Fifth Avenue,  Thirty-Sixth  Floor, New York,
New York, 10017, telephone (212) 682-8740.
         The Policy provides that the Policy Value,  after certain  adjustments,
will be applied to an Annuity Form and Payment Option on a selected  future date
(the "Annuity Date").
         The  Policy  Value will  depend on the  investment  experience  of each
Sub-Account  of the  Variable  Account  selected by the Owner.  All payments and
values provided under the Policy when based on the investment  experience of the
Variable  Account  are  variable  and are not  guaranteed  as to dollar  amount.
Therefore,  prior to the Annuity Date the Owner bears the entire investment risk
under the Policy.
         There is no guaranteed or minimum Cash Surrender Value, so the proceeds
of a surrender could be less than the total Premiums.
         The Initial  Premium  for each Policy must be at least  $5,000 and each
additional  Premium must be at least $500  (unless an automatic  payment plan is
selected).  In no event,  however,  may the total of all Premiums under a Policy
exceed $1,000,000 without the prior approval of Transamerica.
         An additional Net Premium allocated to an Inactive Sub-Account may not
be less than $1,000. (See "Policy Application and Premiums" page 23.)
The Variable Account
   
           The Variable Account is a separate account (Separate Account VA-2LNY)
that is subdivided  into  Sub-Accounts.  (See "The  Variable  Account" page 19.)
Assets of each  Sub-Account  are invested in a specified  mutual fund Portfolio.
Each Sub-Account uses its assets to purchase,  at their net asset value,  shares
of a specific  Series of Dreyfus  Variable  Investment Fund or shares in Dreyfus
Stock  Index Fund or in The  Dreyfus  Socially  Responsible  Growth  Fund,  Inc.
(together  "The  Funds").   Thirteen  Portfolios  are  currently  available  for
investment  in the Variable  Account  under the Policy:  (1) Money  Market;  (2)
Managed  Assets;  (3) Zero Coupon  2000;  (4) Quality  Bond;  (5) Small Cap; (6)
Capital Appreciation; (7) Growth and Income; (8) International Equity; (9) Small
Company Stock;  (10)  Disciplined  Stock; and (11)  International  Value, all of
which are Series of Dreyfus Variable Investment Fund; (12) the Stock Index Fund;
and (13) the Socially  Responsible Fund. Each Portfolio has distinct  investment
objectives and policies which are described in the accompanying prospectuses for
the Funds. (See "The Funds" page 19.)
    
         The Funds pay their investment advisers and administrators certain fees
charged  against the assets of each  Portfolio.  The Policy Value,  if any, of a
Policy and the amount of any Variable  Annuity Payments will vary to reflect the
investment  performance of all of the Sub-Accounts selected by the Owner and the
deduction of the charges  described  under "Charges and  Deductions" on page 30.
For  more  information  about  the  Funds,  see  "The  Funds"  page  19 and  the
accompanying Funds' prospectuses. Transfers Before the Annuity Date
           Prior to the Annuity  Date,  the Owner may transfer  values among the
Sub-Accounts  of the Variable  Account.  Total transfers are limited to eighteen
during a Policy Year.  See  "Transfers"  on page 25 for  additional  limitations
regarding transfers.
   
         Transamerica  currently does not impose a Transfer Fee, but it reserves
the right to charge a Transfer  Fee for each  transfer  in excess of twelve made
during the same Policy Year.  (See "Transfer Fee" page 32.) (For Transfers after
the Annuity Date, see "After the Annuity Date" page 26.)
    


                                           8

<PAGE>



Withdrawals
   
           All or part of the Cash Surrender Value for a Policy may be withdrawn
by the Owner on or before  the  Annuity  Date.  No partial  withdrawals  will be
permitted while the Systematic Withdrawal Option is in effect. However,  amounts
withdrawn may be subject to a Contingent  Deferred Sales Load depending upon how
long the  withdrawn  Premiums  have been held  under  the  Policy.  TRANSAMERICA
GUARANTEES THAT THE AGGREGATE  CONTINGENT  DEFERRED SALES LOAD WILL NEVER EXCEED
6% OF THE  PREMIUMS.  (See  "Contingent  Deferred  Sales Load" page 30.) Amounts
withdrawn  may be subject to a premium tax or similar  tax,  depending  upon the
state in which the Owner  lives.  Withdrawals  may  further  be  subject  to any
federal,  state or local income tax, and subject to a penalty tax. (See "Federal
Tax Matters"  page 36.) The annual  Policy Fee  generally  will be deducted on a
full  surrender  of  a  Policy.   (See  "Withdrawals"  page  26  for  additional
limitations regarding withdrawals.) Contingent Deferred Sales Load
           Transamerica  does not deduct a sales charge from Premiums  (although
premium  taxes may be  deducted).  However,  if any part of the Policy  Value is
withdrawn,  a Contingent  Deferred Sales Load of up to 6% of Premiums  withdrawn
may be assessed by Transamerica to cover certain  expenses  relating to the sale
of the Policies,  including commissions to registered  representatives and other
promotional  expenses.  After a Premium has been held by Transamerica  for seven
Policy  Years,   the  remaining   Premium  may  be  withdrawn   without  charge.
Additionally,  a withdrawal  amount free of CDSL is only available for the first
withdrawal  in  each  Policy  Year  and is  equal  to  the  greater  of (a)  the
accumulated  earnings not  previously  withdrawn or (b) 10% of Premiums that are
between one and seven Policy Years old. Also, no Contingent  Deferred Sales Load
is assessed on death or certain  annuitizations  or on transfers.  Other amounts
withdrawn  may be subject to a  Contingent  Deferred  Sales Load up to 6%.  (See
"Contingent  Deferred  Sales  Load"  page 30 and  "Withdrawals"  page 26.) Other
Charges and Deductions
    
         Transamerica  deducts a daily charge (the  "Mortality  and Expense Risk
Charge")  equal to a  percentage  of the value of the net assets in the Variable
Account for the mortality and expense risks assumed.  The effective  annual rate
of this charge is 1.25% of the value of the net assets in the  Variable  Account
attributable to the Policies. (See "Mortality and Expense Risk Charge" page 31.)
TRANSAMERICA  GUARANTEES THAT THIS MORTALITY AND EXPENSE RISK CHARGE WILL NOT BE
INCREASED.
   
         Transamerica also deducts a daily charge (the  "Administrative  Expense
Charge")  equal to a  percentage  of the value of the net assets in the Variable
Account corresponding to an effective annual rate of 0.15% to help cover some of
the costs of administering the Policy and the Variable Account.  This charge may
change,  but it is guaranteed not to exceed a maximum  effective  annual rate of
0.25%. (See "Administrative Charges" page 31).
         There is also an administrative charge (the "Policy Fee") each year for
Policy  maintenance.  This fee is currently $30 (or 2% of the Policy  Value,  if
less)  but will not be  assessed  for  Policy  Years in which the  Policy  Value
exceeds  $50,000 on the last  business  day of the Policy Year or as of the date
the Policy is  surrendered.  The Policy Fee will be  deducted  at the end of the
Policy Year or when the Policy is  surrendered,  if earlier.  The Policy Fee may
change but it is  guaranteed  not to exceed $60 (or 2% of the Policy  Value,  if
less) per Policy  Year.  After the  Annuity  Date this fee is referred to as the
Annuity  Fee. The Annuity Fee is $30 and will not change.  (See  "Administrative
Charges" page 31.)
    

                                           9

<PAGE>



   
         Currently, no Transfer Fees are imposed.  However, for each transfer in
excess of twelve during a Policy Year, a Transfer Fee may be imposed equal to no
more than $10. (See "Transfer Fee" page 32.)
    
         Also,  New York  currently has no premium tax nor  retaliatory  premium
tax.  If New York  imposes  these  taxes in the  future,  or if the  Owner is or
becomes a resident  of a state other than New York where such taxes  apply,  the
charges could be deducted from premiums, from amounts withdrawn, and/or from the
Annuity Purchase Amount upon annuitization. (See "Premium Taxes" page 32.)

                                           10

<PAGE>



Variable Account Fee Table
         The  purpose of this table is to assist in  understanding  the  various
costs and expenses that the Owner will bear directly and  indirectly.  The table
reflects  expenses of the  Variable  Account as well as of the  Portfolios.  The
information set forth should be considered  together with the narrative provided
under the heading  "Charges and Deductions" on page 30 of this  Prospectus,  and
with the Funds' prospectuses.  In addition to the expenses listed below, premium
taxes may be applicable. Policy Transaction Expenses
     Sales Load Imposed on Purchase Payments   0
     Maximum Contingent Deferred Sales Load    6%
- -----------------------------------------------------------------------------

Range of Contingent Deferred Sales Load Over Time
Policy Years since  (as a percentage of Premium Receipt)  Contingent Deferred 
Premium Receipt(1)                                         Sales Load Percentage
Less than 2 years                                             6%
2 years but less than 4 years                                 5%
4 years but less than 6 years                                 4%
6 years but less than 7 years                                 2%
7 or more                                                     0%
- ------------------------------------------------------------------------------

         Transfer Fee(2)             0
         Systematic Withdrawal Fee(2)        0
         Policy Fee(3)              $30
         Variable Account Annual Expenses
     (as a percentage of average Variable Account assets)
         Mortality and Expense Risk Charges                            1.25%
         Administrative Expense Charge (4)                              .15%
         Other Fees and Expenses of the Variable Account               0.00%
         Total Variable Account Annual Expenses                        1.40%
<TABLE>
<CAPTION>

                                                   Zero                              Growth
                                  Money  Managed  Coupon   Quality   Small   Capital   and
Portfolio                        Market  Assets    2000     Bond      Cap AppreciationIncome
 Annual Expenses(6)
(as a percentage of Portfolio average net assets after fee waiver and/or expense
  reimbursement )
<S>                            <C>       <C>      <C>       <C>       <C>     <C>    <C>

Management Fees                    0.00%    0.00%    0.00%    0.00%    0.23%   0.00%   0.00%
Other Expenses                     0.00%   0.25%    0.00%    0.00%    0.32%    0.25%   0.22%
Total Portfolio Annual  Expenses   0.00%    0.25%    0.00%    0.00%    0.55%   0.25%   0.22%

</TABLE>

   
<TABLE>
<CAPTION>

                                    Small                                 Stock  Socially
                     International Company     DisciplinedInternational   Index   Responsbile
Portfolio               Equity      Stock    Stock           Value        Fund       Fund
 Annual Expenses(6)
    
(as a percentage of Portfolio average net assets after fee waiver and/or expense
  reimbursement )
<S>                    <C>                                                 <C>      <C>

Management Fees            0.00%                                           0.14%     0.00
Other Expenses             0.23%                                           0.26%     0.25%
Total Portfolio Annual
  Expenses                 0.23%                                           0.40%     0.25%


</TABLE>



<PAGE>





                                               12

<PAGE>



Expense  information  regarding the  Portfolios  has been provided by the Funds.
Transamerica  has no reason  to doubt  the  accuracy  of that  information,  but
Transamerica  has not verified those  figures.  In preparing the table above and
the examples that follow, Transamerica has relied on the figures provided by the
Funds.  Actual  expenses in future years may be higher or lower than the figures
above.  Notes to Fee Table:  (1) A portion of the Premium may be withdrawn  each
year after the first
     Policy Year without  imposition of any Contingent  Deferred Sales Load, and
     after a Premium has been held by Transamerica  for seven Policy Years,  the
     remaining  Premium may be withdrawn free of any  Contingent  Deferred Sales
     Load. (See "Charges and Deductions" page 30.)
   
(2)  Transamerica  currently  does not  impose a  Transfer  Fee or a  Systematic
     Withdrawal  Fee.  However,  a Transfer  Fee of $10 may be imposed  for each
     transfer in excess of twelve in a Policy  Year,  and a fee of up to $25 per
     year may be imposed if the Systematic  Withdrawal  Option is elected.  (See
     "Charges and Deductions" page 30.)
(3)  The current  annual Policy Fee of $30 (or 2% of the Policy Value,  if less)
     per Policy Year is assessed only on Policies of less than $50,000.  The fee
     may be  changed  annually,  but it may not  exceed $60 (or 2% of the Policy
     Value, if less). (See "Charges and Deductions" page 30.)
    
(4)  The current annual Administrative Expense Charge is .15%; it may be
     increased to .25%. The total of the charges described in notes (2), (3)
     and (4) will never exceed the anticipated or estimated costs to
     administer the Policy and the Variable Account. (See "Charges and
     Deductions" page 30.)
(5)  From time to time, the Portfolios' investment advisers (or the manager
     and/or administrator in the case of the Stock Index Fund) in their sole
     discretion may waive all or part of their fees and/or voluntarily assume
     certain Portfolio expenses. For a more complete description of the
     Portfolios' fees and expenses, see the Funds' prospectuses. As of the
     date of this Prospectus, certain fees are being waived or expenses are
     being assumed, in each case on a voluntary basis. Without such waivers
     or reimbursements, the Management Fees, Other Expenses and Total
     Portfolio Annual Expenses that would have been incurred for the last
     completed fiscal year, December 31, 1994  for all Portfolios would be -
   
      Money Market: 0.50%, 0.38%, 0.88%; Managed Assets: 0.75%,
     0.38%, 1.13%; Zero Coupon 2000: 0.45%, 0.60%, 1.05%; Quality
     Bond: 0.65%, 0.55%, 1.20%; Small Cap: 0.75%, 0.32%, 1.07%;
     Capital Appreciation: 0.75%, 0.36%, 1.11%; Growth and Income:
     0.75%, 0.75%, 1.50%; International Equity: 0.75%, 1.18%, 1.93%;
     Small Company Stock:  0.00%; Disciplined Stock:  0.00%;
     International Value:  0.00%; Stock Index Fund: 0.30%, 0.26%,
     0.56%; and Socially Responsible Fund: 0.75%, 2.10%, 2.85%.  There
     is no guarantee that any fee waivers or expense reimbursements will
     continue in the future. See the Funds' prospectuses for a discussion of
    
     fee waiver and expense reimbursements.




                                           13

<PAGE>



Examples*

     The following  six examples  reflect the $30 Policy Fee as an annual charge
of 0.068% of assets based on an approximate average Policy Value of $44,000.
     These examples all assume no Transfer Fees, systematic withdrawal fee or 
premium tax have been assessed. Premium taxes may be applicable. 
(See "Premium Taxes" page 32.)
     Examples 1 through 3 show expenses based on fee waivers and reimbursements.
There is no  guarantee  that any fee  waivers  or  expense  reimbursements  will
continue in the future.

Example 1
     If the  Owner  surrenders  the  Policy  at the end of the  applicable  time
period,  he/she would pay the  following  expenses on a $1,000  Initial  Premium
assuming a 5% annual return on assets:
       One Year         Three Years      Five Years            Ten Years
   
Money Market                                                                 
Managed Assets                  
Zero Coupon 2000                
Quality Bond                    
Small Cap                       
Capital Appreciation            
Growth and Income               
International Equity            
Small Company Stock
Disciplined Stock
International Value
Stock Index Fund                
Socially Responsible Fund       
    

Example 2
   If the Owner does not surrender  and does not  annuitize  the Policy,  he/she
would pay the  following  expenses  on a $1,000  Initial  Premium  assuming a 5%
annual return on assets:
        One Year         Three Years      Five Years            Ten Years
   
Money Market                              
Managed Assets                 
Zero Coupon 2000               
Quality Bond                   
Small Cap                      
Capital Appreciation           
Growth and Income              
International Equity           
Small Company Stock
Disciplined Stock
International Value
Stock Index Fund               
Socially Responsible Fund      
    


                                           14

<PAGE>



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

            One Year         Three Years      Five Years            Ten Years
   
Money Market                
Managed Assets              
Zero Coupon 2000            
Quality Bond                
Small Cap                   
Capital Appreciation        
Growth and Income           
International Equity        
Small Company Stock
Disciplined Stock
International Value
Stock Index Fund            
Socially Responsible Fund   
    


Examples 4 through 6 show  examples  based on the fund fees and  expenses  which
would have been incurred for the last completed fiscal year,  December 31, 1994,
for all Portfolios if no fee waivers and reimbursements had been in effect.

Example 4
         If the Owner  surrenders the Policy at the end of the  applicable  time
period,  he/she would pay the  following  expenses on a $1,000  Initial  Premium
assuming a 5% annual return on assets:

            One Year         Three Years      Five Years            Ten Years
   
Money Market                 
Managed Assets               
Zero Coupon 2000             
Quality Bond                 
Small Cap                    
Capital Appreciation         
Growth and Income            
International Equity         
Small Company Stock
Disciplined Stock
International Value
Stock Index Fund             
Socially Responsible Fund    
    





                                           15

<PAGE>



Example 5
         If the Owner does not  surrender  and does not  annuitize  the  Policy,
he/she would pay the following  expenses on a $1,000 Initial Premium  assuming a
5% annual return on assets:
       One Year         Three Years      Five Years            Ten Years
   
Money Market               
Managed Assets             
Zero Coupon 2000           
Quality Bond               
Small Cap                  
Capital Appreciation       
Growth and Income          
International Equity       
Small Company Stock
Disciplined Stock
International Value
Stock Index Fund           
Socially Responsible Fund  
    


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

        One Year         Three Years      Five Years            Ten Years
   
Money Market                   
Managed Assets                 
Zero Coupon 2000               
Quality Bond                   
Small Cap                      
Capital Appreciation           
Growth and Income              
International Equity           
Small Company Stock
Disciplined Stock
International Value
Stock Index Fund               
Socially Responsible Fund      
    

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

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


                                           16

<PAGE>



Annuity Payments
         Annuity  Payments  will be made  either on a fixed  basis or a variable
basis or a combination of a fixed and variable  basis as the Owner selects.  The
Owner has flexibility in choosing the Annuity Date for his or her Policy.  In no
event may the Annuity Date be later than the first day of the month  immediately
preceding the month of the Annuitant's  85th birthday nor earlier than the first
day of the month  coinciding  with or  immediately  following  the third  Policy
Anniversary.  Annuity Payments will begin on the first day of the calendar month
following the Annuity Date. (See "Annuity Payments" page 33.)
         Four Annuity Forms are available under the Policy: (1) Life Annuity; 
(2) Life and Contingent Annuity; (3) Life Annuity with Period Certain; and 
(4) Joint and Survivor Annuity. (See "Annuity Forms" page 34.)
Payments on Death Before the Annuity Date
   
         A death  benefit is paid on the death of either the Owner or  Annuitant
prior to the Annuity Date. If the deceased  Owner or Annuitant,  as  applicable,
had not  attained  their 85th  birthday,  the death  benefit for a Policy is the
greatest  of (a) the Policy  Value,  (b) all  Premiums  paid to the Policy  less
withdrawals  and  any  applicable  premium  taxes  or (c)  the  greatest  Policy
Anniversary  Value prior to the  earliest  of the  Annuitant's  or Owner's  75th
birthday   increased  by  Premiums  paid  since  that  Policy  Anniversary  less
withdrawals  and  any  applicable  premium  taxes.  If  the  deceased  Owner  or
Annuitant,  as  applicable,  has attained age 85, the death  benefit will be the
Policy  Value.  If the  deceased  Owner or  Annuitant,  as  applicable,  had not
attained 85th  birthday,  the death benefit will  generally be paid within seven
days of receipt of the required Proof of Death of the Owner or the Annuitant and
election of the method of settlement or as soon thereafter as  Transamerica  has
sufficient  information  about the  Beneficiary  to make the payment,  but if no
settlement  method is elected the death  benefit  will be paid no later than one
year from the date of death. No Contingent  Deferred Sales Load is imposed.  The
death benefit may be paid as either a lump sum or as an annuity.
    
(See "Death Benefit" page 28.)
Federal Income Tax Consequences
           An Owner who is a natural  person  generally  should  not be taxed on
increases  in the Policy  Value  until a  distribution  under the Policy  occurs
(e.g.,  a withdrawal or Annuity  Payment) or is deemed to occur (e.g., a pledge,
loan,  or  assignment  of a Policy).  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.  In addition, a federal penalty tax may apply to
certain distributions or deemed  distributions.  (See "Federal Tax Matters" page
36.) Right to Cancel
   
           The Owner has the right to examine  the Policy for a limited  period,
known as a "Free Look  Period." The Owner can cancel the Policy by delivering or
mailing a written  notice or by sending a telegram to (a) the agent through whom
the Policy was purchased or (b) the Service Center before  midnight of the tenth
day after  receipt  of the  Policy.  Notice  given by mail and the return of the
Policy  by mail,  properly  addressed  and  postage  prepaid,  will be deemed by
Transamerica to have been made on the date postmarked.  Transamerica will refund
the Policy Value determined as of the date the notice is postmarked within seven
days after receipt of such notice to cancel and the returned Policy. Questions
    
          Any questions  about  procedures or the Policy will be answered by the
Transamerica  Annuity Service Center  ("Service  Center"),  P.O. Box 30757,  Los
Angeles, CA 90030-0757;  (800) 258-4261. All inquiries should include the Policy
Number and the Owner's and Annuitant's names.

                                           17

<PAGE>



         NOTE:  The  foregoing  summary  is  qualified  in its  entirety  by the
detailed information in the remainder of this Prospectus and in the prospectuses
for Dreyfus Variable  Investment Fund, Dreyfus Stock Index Fund, and The Dreyfus
Socially  Responsible  Growth  Fund,  Inc.  which should be referred to for more
detailed  information.  With respect to Qualified  Policies,  it should be noted
that the  requirements  of a particular  retirement  plan, an endorsement to the
Policy,  or  limitations  or  penalties  imposed  by the  Code  or the  Employee
Retirement  Income  Security  Act of  1974,  as  amended,may  impose  limits  or
restrictions on Premiums,  Withdrawals,  distributions, or benefits, or on other
provisions of the Policy.  This Prospectus does not describe such limitations or
restrictions. (See "Federal Tax Matters" page 36.)

CONDENSED FINANCIAL INFORMATION
         The  following  condensed  financial  information  is derived  from the
financial  statements  of the  Variable  Account.  The  data  should  be read in
conjunction  with the financial  statements,  related notes, and other financial
information included in the Statement of Additional Information.
         The  following  table  sets forth  certain  information  regarding  the
Sub-Accounts  for a  Policy  for  the  period  from  the  effective  date of the
registration  statement for the Policy,  February 18, 1993, through December 31,
1994 except for the Capital Appreciation  Sub-Account which commenced operations
on April 5, 1993,  and except for the  Socially  Responsible  Sub-Account  which
commenced operations on October 7, 1993.
         The  Variable  Accumulation  Unit  values  and the  number of  Variable
Accumulation Units outstanding for each Sub-Account for the periods shown are as
follows:

<TABLE>
<CAPTION>
                                            Year Ending December 31, 1993
         -----------------------------------------------------------------

                           Money       Managed    Zero Coupon     Quality
                          Market       Assets        2000          Bond       Small Cap
                        Sub-Account  Sub-Account  Sub-Account   Sub-Account  Sub-Account
<S>                 <C>             <C>           <C>           <C>       <C>

Accumulation Unit Value
    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
</TABLE>


                     Capital Appreciation               Socially Responsible
                          Sub-Account                        Sub-Account
                          (Inception-                        (Inception-
                           April 5,         Stock Index      October 7,
                             1993)          Sub-Account         1993)
                             -----          -----------         -----
Accumulation Unit Value at
   Beginning of Period.....  $6.590           $16.590          $12.490
Accumulation Unit Value at
   End of Period........... $13.160           $16.521          $13.364
Number of Accumulation Units
Outstanding at End of Period  44,612.892     32,543.274       3,555.254



                                           18

<PAGE>


<TABLE>
<CAPTION>

                                            Year Ending December 30, 1994

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


                           Money       Managed    Zero Coupon     Quality
                          Market       Assets        2000          Bond       Small Cap
                        Sub-Account  Sub-Account  Sub-Account   Sub-Account  Sub-Account
<S>                    <C>          <C>          <C>          <C>          <C>

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.. 8,547,280.580 820,985.239  203,164.531   164,657.768  612,327.228
</TABLE>

<TABLE>
<CAPTION>

                   Capital Appreciation     Stock Index           Socially Responsible
                        Sub-Account         Sub-Account           Sub-Account
<S>     <C>    <C>    <C>    <C>            <C>               <C>

Accumulation Unit Value
    at Beginning of Period    $13.160         $16.521             $13.364
Accumulation Unit Value
    at End of Period.....      $13.373        $16.437               $13.377
Number of Accumulation
Units Outstanding
    at End of Period.....    285,264.827    190,496.641           24,435.402
</TABLE>

                                           19

<PAGE>



   
                          Year Ending December 30, 1995
- ------------------------------------------------------------------------
- ---------

                     Money       Managed    Zero Coupon     Quality
                Market       Assets        2000          Bond       Small Cap
               Sub-Account  Sub-Account  Sub-Account   Sub-Account  Sub-Account
Accumulation Unit Value
    at Beginning of Period
Accumulation Unit Value
    at End of Period..
Number of Accumulation
Units Outstanding
    at End of Period..


    Capital         Growth  International Stock Index  Socially Responsible
    Appreciation    &Income                                                 
    Sub-Account   Sub-Account Sub-AccountS  ub-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.....
    



                                           20

<PAGE>





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

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

                                           21

<PAGE>



and (2)  the  effect  of tax  deferred  compounding  on  Sub-Account  investment
returns, or returns in general,  which may be illustrated by graphs,  charts, or
otherwise, and which may include a comparison, at various points in time, of the
return from an investment in a Policy (or returns in general) on a  tax-deferred
basis  (assuming  one or more tax rates) with the return on a currently  taxable
basis. Other ranking services and indices may be used.
         In its advertisements  and sales literature,  Transamerica may discuss,
and may illustrate by graphs,  charts, or otherwise,  the implications of longer
life  expectancy  for retirement  planning,  the tax and other  consequences  of
long-term  investment in the Policy, the effects of the Policy's lifetime payout
option, and the operation of certain special  investment  features of the Policy
- -- such as the Dollar Cost Averaging option. Transamerica may explain and depict
in charts,  or other  graphics,  the effects of certain  investment  strategies.
Transamerica  may also  discuss  the Social  Security  system and its  projected
payout levels, using graphs, charts and other illustrations.
         Transamerica  may from time to time also disclose  average annual total
return in non-standard formats and cumulative  (non-annualized) total return for
the  Sub-Accounts.  The non-standard  average annual total return and cumulative
total return will assume that no Contingent  Deferred  Sales Load is applicable.
Transamerica may from time to time also disclose yield,  standard total returns,
and non-standard total returns for any or all Sub-Accounts.
         All  non-standard  performance  data  will  only  be  disclosed  if the
standard  performance  data  is  also  disclosed.   For  additional  information
regarding  the  calculation  of  other  performance  data,  please  refer to the
Statement of Additional Information.
         Transamerica   may  also   advertise   performance   figures   for  the
Sub-Accounts  based  on the  performance  of a  Portfolio  prior to the time the
Variable Account commenced operations.



                                           22

<PAGE>



FIRST TRANSAMERICA LIFE INSURANCE COMPANY
AND THE VARIABLE ACCOUNT
First Transamerica Life Insurance Company
           First Transamerica Life Insurance Company ("Transamerica") is a 
stock life insurance company incorporated under the laws of the State of
New York on February 5, 1986. It is principally engaged in the sale of life
insurance and annuity policies.  Transamerica is a wholly-owned subsidiary of 
Transamerica Occidental Life Insurance Company, which in turn is an indirect 
subsidiary of Transamerica Corporation. The address for First Transamerica Life
is 575 Fifth Avenue, Thirty-Sixth Floor, New York, New York 10017-2422.
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,  and Duff & Phelps.  The purpose of the ratings is to reflect
the financial strength and/or  claims-paying  ability of Transamerica and should
not be considered as bearing on the investment performance of assets held in the
Variable  Account.  Each year the A.M. Best Company reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings  reflect their current  opinion of the relative  financial  strength and
operating  performance of an insurance company in comparison to the norms of the
life/health  insurance  industry.  In  addition,  the  claims-paying  ability of
Transamerica as measured by Standard & Poor's Insurance Ratings Services or Duff
& Phelps may be referred to in  advertisements or sales literature or in reports
to Owners.  These  ratings are  opinions  of an  operating  insurance  company's
financial capacity to meet the obligations of its insurance and annuity policies
in  accordance  with their  terms.  Such  ratings do not reflect the  investment
performance  of the Variable  Account or the degree of risk  associated  with an
investment in the Variable Account. The Variable Account
           Separate Account VA-2LNY of Transamerica  (the Variable  Account) was
established by Transamerica as a separate account under the laws of the State of
New York on June 23, 1992 pursuant to  resolutions  of  Transamerica's  Board of
Directors.  The Variable  Account is registered with the Securities and Exchange
Commission  ("Commission")  under the Investment  Company Act of 1940 (the "1940
Act") as a unit investment  trust. It meets the definition of a separate account
under the federal  securities laws.  However,  the Commission does not supervise
the management or the investment practices or policies of the Variable Account.
         The assets of the Variable  Account are owned by Transamerica  but they
are held separately from the other assets of  Transamerica.  Section 4240 of the
New York  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) if and to the
extent so provided in the applicable agreements, and the Policies contain such a
provision.  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  thirteen Sub-Accounts, each of which invests
solely in a specific corresponding Portfolio. (See "The Funds" page 19.)Changes 
to the Sub-Accounts may be made at the discretion of Transamerica. 
(See "Addition, Deletion, or Substitution" page 22.)
    

THE FUNDS
           The Variable Account invests exclusively in Dreyfus Variable 
Investment Fund (the "Variable Fund"), Dreyfus Stock Index Fund (the "Stock 
Index Fund") and The

                                           23

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

                                           24

<PAGE>



of the value of the Series' average daily net assets. No more than 55% of the
Series' assets will be invested in Stripped Treasury Securities.
Quality Bond Series
           The Quality Bond Series' investment objective is to provide the
maximum amount of current income to the extent consistent with the preservation
of capital and the maintenance of liquidity. It seeks to achieve its objective 
by investing principally in debt obligations of corporations, the U.S.
Government and its agencies and instrumentalities, and major banking 
institutions. The investment advisory fee is payable monthly at the
annual rate of 0.65 of 1% of the value of the Series' average daily net assets.
Small Cap Series
           The Small Cap Series'  investment  objective  is to maximize  capital
appreciation.  It seeks to achieve its  objective  by investing  principally  in
common  stocks;under  normal market conditions,  the Series will invest at least
65% of its total assets in companies  with market  capitalizations  of less than
$750 million at the time of purchase which The Dreyfus  Corporation  believes to
be  characterized  by new or innovative  products,  services or processes  which
should  enhance  prospects  for growth in the future  earnings.  The  investment
advisory fee is payable monthly at the annual rate of 0.75 of 1% of the value of
the Series' average daily net assets. Capital Appreciation Series
           The Capital  Appreciation  Series' primary investment objective is to
provide  long-term  capital growth  consistent with the preservation of capital;
current  income is a secondary  goal. It seeks to achieve its goals by investing
in common stocks of domestic and foreign issuers.  An investment advisory fee is
payable to The Dreyfus Corporation and a sub-investment  advisory fee is payable
monthly to Fayez Sarofim & Company at the annual rate of 0.75 of 1% of the value
of the Series' average daily net assets. Growth and Income Series
         The  Growth  and  Income  Series'  investment  objective  is to provide
long-term capital growth,  current income and growth of income,  consistent with
reasonable  investment  risk.  This Series invests  primarily in equity and debt
securities  and money market  instruments of domestic and foreign  issuers.  The
proportion  of the Series'  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 Series' average daily net assets. International Equity
   
         The International  Equity Series'  investment  objective is to maximize
capital appreciation.  This Series 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 Series'  average  daily net assets
is payable  monthly to The  Dreyfus  Corporation.  The Dreyfus  Corporation  has
agreed to pay M&G Investment Management Limited a monthly fee at the annual rate
of 0.30 of 1% of the  value of the  Series'  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  or
publicly-traded  common stocks in the  aggregate,  as represented by the Russell
2500(TM)  Index.  This  Series  invests  primarily  in  a  portfolio  of  equity
securities  of small- to  medium-sized  domestic  issuers,  while  attempting to
maintain volatility and diversification  similar to that of the Russell 2500(TM)
Index. Disciplined Stock Portfolio
         The Disciplined  Stock Portfolio's  investment  objective is to provide
investment  results  that are  greater  than the  total  return  performance  of
publicly-traded  common stocks in the aggregate,  as presented by the Standard &
Poor's 500  Composite  Stock Price  Index.  This  Series  will use  quantitative
statistical  modeling  techniques  to  construct  a  portfolio  in an attempt to
achieve its investment  objective,  without  assuming undue risk relative to the
broad stock market.
    

                                           25

<PAGE>




   
International Value Portfolio
         The International Value Portfolio's investment objective is long-term 
capital growth.  This Series invests primarily in a portfolio of publicly-traded
equity securities of foreign issuers which would be recharacterized as "value"
companies according to criteria established by the Series' investment advisers.
Stock Index Fund
    
           The Stock Index Fund's investment  objective is to provide investment
results that  correspond to the price and yield  performance of publicly  traded
common  stocks in the  aggregate,  as  represented  by the Standard & Poor's 500
Composite  Stock Price Index.  The Stock Index Fund is neither  sponsored by nor
affiliated  with  Standard & Poor's  Corporation.  The Stock Index  Fund's index
management fee and  administration  fee are each paid monthly at the annual rate
of 0.15 of 1% (for a total of  0.30%) 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, of companies which, in the opinion
of the Fund's management,  not only meet traditional  investment standards,  but
also show evidence that they conduct their business in a manner that contributes
to the  enhancement  of the  quality  of life in  America.  Current  income is a
secondary goal. A management fee is payable  monthly to The Dreyfus  Corporation
at the annual rate of 0.75 of 1% of the value of the Socially Responsible Fund's
average daily net assets.  The Dreyfus  Corporation pays NCM Capital  Management
Group,  Inc. a sub-investment  advisory fee at the annual rate of 0.10 of 1%, if
assets of the Socially  Responsible Fund are $500 million or below, and 0.20% of
1% if such assets are in excess of $500 million.
    
         Meeting  objectives  depends on  various  factors,  including,  but not
limited to, how well the portfolio  managers  anticipate  changing  economic and
market  conditions.  THERE IS NO  ASSURANCE  THAT ANY OF THESE  PORTFOLIOS  WILL
ACHIEVE THEIR STATED OBJECTIVES.
         An  investment  in the  Policy is not a deposit  or  obligation  of, or
guaranteed or endorsed by, any bank, nor is the Policy federally  insured by the
Federal Deposit Insurance  Corporation,  the Federal Reserve Board, or any other
government  agency.  Investing in the Policy involves certain  investment risks,
including possible loss of principal.
         Since  all of the  Portfolios  are  available  to  registered  separate
accounts offering variable annuity and variable life products of Transamerica as
well as other  insurance  companies,  there  is a  possibility  that a  material
conflict may arise between the interests of the Variable Account and one or more
other  separate  accounts  investing  in the  Funds.  In the event of a material
conflict,  the affected  insurance  companies  will take any necessary  steps to
resolve the matter,  including stopping their separate account from investing in
the Funds. See the Funds' prospectuses for more details.
         Additional   information   concerning  the  investment  objectives  and
policies  of  all  of the  Portfolios,  the  investment  advisory  services  and
administrative services and charges can be found in the current prospectuses for
the Funds which accompany this  Prospectus.  The Funds'  prospectuses  should be
read carefully before any decision is made concerning the allocation of Premiums
to, or transfers among, the Sub-Accounts. Addition, Deletion, or Substitution
           Transamerica does not control the Funds and cannot guarantee that any
of the Sub-Accounts of the Variable Account or any of the Portfolios will always
be available for allocation of Premiums or transfers.  Transamerica  retains the
right to make changes in the Variable Account and in its investments.
         Subject  to  the  approval  of  the  New  York  Insurance   Department,
Transamerica reserves the right to eliminate the shares of any Portfolio held by
a  Sub-Account,  and to  substitute  shares of another  Portfolio  or of another
investment  company  for the  shares  of any  Portfolio,  if the  shares  of the
Portfolio  are no longer  available  for  investment  or if,  in  Transamerica's
judgement, investment in any Portfolio would be inappropriate in view

                                           26

<PAGE>



of the purposes of the Variable Account. To the extent required by the 1940 Act,
a substitution of shares  attributable to the Owner's  interest in a Sub-Account
will not be made without prior notice to the Owner and the prior approval of the
Commission.  Nothing  contained  herein shall prevent the Variable  Account from
purchasing  other  securities  for other  series or classes of variable  annuity
policies,  or from  effecting an exchange  between series or classes of variable
policies on the basis of requests made by Owners.
         New  Sub-Accounts  may be established  when, in the sole  discretion of
Transamerica, marketing, tax, investment or other conditions so warrant. Any new
Sub-Accounts  will  be made  available  to  existing  Owners  on a  basis  to be
determined by Transamerica.  Each additional Sub-Account will purchase shares in
a Portfolio or in another mutual fund or investment  vehicle.  Transamerica  may
also eliminate one or more  Sub-Accounts if, in its sole discretion,  marketing,
tax,  investment or other conditions so warrant. In the event any Sub-Account is
eliminated,  Transamerica  will notify Owners and request a re-allocation of the
amounts invested in the eliminated Sub-Account.
         In the event of any substitution or change,  Transamerica may make such
changes in the  Policies as may be  necessary  or  appropriate  to reflect  such
substitution  or change.  Furthermore,  if deemed to be in the best interests of
persons  having voting rights under the  Policies,  the Variable  Account may be
operated as a management  company under the 1940 Act or any other form permitted
by law, may be deregistered  under such Act in the event such registration is no
longer required, or may be combined with one or more other separate accounts.
         THE POLICY
           The Policy is a Flexible  Premium  Multi-Funded  Individual  Deferred
Annuity Policy. The rights and benefits under the Policy are described below and
in the Policy; however, Transamerica reserves the right to make any modification
to conform  the Policy to, or give the Policy  Owner the benefit of, any federal
or state statute or rule or  regulation.  The  obligations  under the Policy are
obligations of Transamerica.
         The Policies are available on a  non-qualified  basis and as individual
retirement  annuities  (IRAs)  that  qualify  for  special  federal  income  tax
treatment.  Generally,  Qualified  Policies may be purchased  only in connection
with a  "rollover"  of funds  from  another  qualified  plan or IRA and  contain
certain  restrictive  provisions  limiting the timing and amount of payments and
distributions from the Qualified Policy. Qualified Policies
   
           The Policies may be used to fund IRA  rollovers for use in connection
with  Section  408(b) of the Code.  If a Policy is purchased to fund an IRA, the
Annuitant must also be the Owner.  Under current tax law, minimum  distributions
from IRAs must commence not later than April 1st of the calendar year  following
the  calendar  year in which  the Owner  attains  age 70 1/2.  The Owner  should
consult his/her tax adviser concerning these matters. The only type of qualified
plan that Policies are available to fund is an IRA rollover.
    
         An IRA rollover is a rollover of certain  kinds of  distributions  from
qualified  plans,   Section  403(b)  tax  sheltered   annuities  and  individual
retirement plans,  following the rules set out in the Code to maintain favorable
tax treatment to an Individual Retirement Annuity.

POLICY APPLICATION AND PREMIUMS
Premiums
           All Premiums must be paid to the Service Center. A confirmation  will
be issued to the Owner upon the acceptance of each Premium.
         The Initial Premium for each Policy must be at least $5,000. The Policy
         will be issued and the Net Premium derived from the Initial Premium
generally  will be accepted  and  credited  within two  business  days after the
receipt of a properly  completed  application and receipt of the Initial Premium
at the Service Center. (A Net Premium is the Premium less any applicable premium
taxes,  including  retaliatory premium taxes, should such taxes be levied in the
future in New York or should the

                                           27

<PAGE>



Owner live in a state with such taxes in the future.)  Acceptance  is subject to
the  application  being received in good order,  and  Transamerica  reserves the
right to reject any application.
         If the Initial Premium cannot be credited within two days of receipt of
the Premium and  application  because the  application  is incomplete or for any
other reason,  then Transamerica will contact the Owner,  explain the reason for
the delay and will refund the Initial Premium within five business days,  unless
the Owner consents to  Transamerica  retaining the Initial Premium and crediting
it as soon as the requirements are fulfilled.
       
   
           The Owner has the right to examine  the Policy for a limited  period,
known as a "Free Look  Period." The Owner can cancel the Policy by delivering or
mailing a written  notice or by sending a telegram to (a) the agent through whom
the Policy was purchased or (b) the Service Center, before midnight of the tenth
day after  receipt  of the  Policy.  Notice  given by mail and the return of the
Policy  by mail,  properly  addressed  and  postage  prepaid,  will be deemed by
Transamerica to have been made on the date postmarked.  Transamerica will refund
the Policy  Value  determined  as of the date the notice is  postmarked,  within
seven days after receipt of such notice to cancel and the returned Policy.
    
         Additional  Premiums may be made at any time prior to the Annuity Date,
as long as the Annuitant or Contingent Annuitant is living.  Additional Premiums
must be at least $500, or at least $100 if made pursuant to an automatic payment
plan, under which the Additional Premiums is automatically  deducted from a bank
account.  In addition,  minimum  allocation  amounts apply (see  "Allocation  of
Premiums" on page 24).  Additional Net Premiums are credited to the Policy as of
the date the payment is received.
         Total Premiums for any Policy may not exceed  $1,000,000  without prior
approval of Transamerica.
         In no event may the sum of all Premiums for a Policy during any taxable
year exceed the limits imposed by any applicable federal or state laws, rules, 
or regulations.
Allocation of Premiums
           The Owner specifies in the application how Premiums will be allocated
under the Policy.  The Owner may  allocate the Net Premium to one or more of the
Sub-Accounts  as long as the  portions  are  whole  number  percentages  and any
allocation  percentage  for a  Sub-Account  is at least 10%.  In  addition,  the
Initial  Premium is subject to a minimum  allocation  of $1,000 to any  selected
Sub-Account.   The  Owner  may  choose  to  allocate  nothing  to  a  particular
Sub-Account.
   
         For IRAs, on the Policy Date, the Net Premium  derived from the Initial
Premium will first be allocated to the Money Market  Sub-Account of the Variable
Account and will remain in that  Sub-Account for fifteen calendar days after the
Policy Date. At that time,  the dollar value of the  Accumulation  Units held in
the Money Market Sub-Account  attributable to such net Premium will be allocated
among the Sub-Accounts of the Variable Account in accordance with the allocation
percentages selected by the Owner in the application.  On non-IRA Policies,  the
Net Premium derived from the initial  Premium will be allocated  directly to the
Sub-Account(s) selected by the Owner.
    
         Each Net  Premium  will be subject  to the  allocation  percentages  in
effect at the time of receipt of such Premium.  The allocation  percentages  for
new Premiums among the  Sub-Accounts  may be changed by the Owner at any time by
submitting a request for such change to the Service  Center in a form and manner
acceptable  to  Transamerica.  Any  changes to the  allocation  percentages  are
subject to the  limitation  above.  Any change  will take  effect with the first
Premium received with or after receipt of request for such

                                           28

<PAGE>



change by the Service Center,  in a form and manner  acceptable to Transamerica,
and will continue in effect until subsequently changed.
         If the allocation of additional Net Premiums is directed to an Inactive
Sub-Account of the Variable Account,  then the amount allocated must be at least
$1,000.

POLICY VALUE
   
           Before the Annuity Date,  the Policy Value is the total dollar amount
of all Variable Accumulation Units in each Sub-Account credited to a Policy. The
Policy  Value is equal to: (a) Net  Premiums;  plus or minus (b) any increase or
decrease in the value 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) the annual Policy Fees, if applicable, taken at the end
of each Policy Year;  less (f) any Transfer Fees;  and less (g) any  withdrawals
from the Sub-Accounts.
    
         A Valuation Period is the period between successive  Valuation Days. It
begins at the close of the New York Stock Exchange  (generally  4:00 p.m. ET) on
each  Valuation Day and ends at the close of the New York Stock  Exchange on the
next  succeeding  Valuation  Day. A Valuation  Day is each day that the New York
Stock Exchange is open for regular  business.  The value of the Variable Account
assets is determined at the end of each Valuation Day. To determine the value of
an asset on a day that is not a Valuation Day, the value of that asset as of the
end of the next Valuation Day will be used.
         The  Policy  Value is  expected  to  change  from  Valuation  Period to
Valuation  Period,  reflecting the investment  experience of all of the selected
Portfolios as well as the deductions for charges.
         Net Premiums which the Owner allocates to a Sub-Account of the Variable
Account are used to purchase  Variable  Accumulation  Units in that Sub-Account.
The number of Variable  Accumulation  Units to be credited for each  Sub-Account
will be determined by dividing the portion of each Net Premium  allocated to the
Sub-Account by the Variable Accumulation Unit Value determined at the end of the
Valuation  Period during which the Net Premium was received.  In the case of the
Initial  Net  Premium,  Variable  Accumulation  Units for that  payment  will be
credited  to the Policy  Value  (and held in the Money  Market  Sub-Account  for
fifteen  calendar days after the Policy Date) within two  Valuation  Days of the
later of: (a) the date an  acceptable  and  properly  completed  application  is
received at our Service Center;  or (b) the date our Service Center receives the
Initial Premium.  In the case of any subsequent Premium,  Variable  Accumulation
Units for that  payment  will be  credited  at the end of the  Valuation  Period
during  which  Transamerica  receives  the  payment.  The  value  of a  Variable
Accumulation  Unit for each Sub-Account for a Valuation Period is established at
the end of each Valuation  Period and is calculated by multiplying  the value of
that unit at the end of the prior  Valuation  Period  by the  Sub-Account's  Net
Investment Factor for the Valuation Period. The value of a Variable Accumulation
Unit may go up or down.
         The  Net   Investment   Factor  is  used  to  determine  the  value  of
Accumulation  and Annuity  Unit Values for the end of a  Valuation  Period.  The
applicable formula can be found in the Statement of Additional Information.
         Transfers  among the  Sub-Accounts  will result in the purchase  and/or
cancellation  of Variable  Accumulation  Units having a total value equal to the
dollar  amount  being  transferred  to or  from a  particular  Sub-Account.  The
purchase and  cancellation  of such units  generally are made using the Variable
Accumulation  Unit  value of the  applicable  Sub-Accounts  as of the end of the
Valuation Day in which the transfer is effective.

TRANSFERS
Before the Annuity Date
           Before the Annuity  Date,  the Owner may  transfer all or part of the
Policy Value among the Variable  Sub-Account(s)  by giving a Written  Request to
the Service  Center  subject to the following  conditions:  (1) not more than 18
transfers  may be made in any Policy Year;  (2) the minimum  amount which may be
transferred is $500; and

                                           29

<PAGE>



(3) the minimum  transfer to an Inactive  Sub-Account  is $1,000.  Transfers are
also subject to such terms and conditions as may be imposed by the Funds.
         Transfer  requests must specify the amounts being transferred from each
Sub-Account and the amounts being transferred into each Sub-Account.
   
         Currently,  there is no charge  for  transfers.  However,  Transamerica
reserves  the  right to  impose  a  charge  of the  lesser  of 2% of the  amount
transferred  or $10 for each  transfer  after  twelve in any  Policy  Year.  All
requests  received during a single  Valuation Period will be treated as a single
transfer.  A transfer  generally  will be  effective on the date the request for
transfer is received by the Service Center.
    
         If a transfer reduces the value in a Sub-Account to less than $1,000, 
then Transamerica reserves the right to transfer the remaining amount along 
with the amount requested to be transferred in accordance with the transfer 
instructions provided by the Owner. Under current law, there will not be any 
tax liability to the Owner if the Owner makes a transfer.
Possible Restrictions
         Transamerica  reserves  the  right  without  prior  notice  to  modify,
restrict,  suspend or eliminate  the transfer  privileges  (including  telephone
transfers)  at any time and for any reason.  For  example,  restrictions  may be
necessary to protect  Owners from adverse  impacts on  portfolio  management  of
large and/or  numerous  transfers by market timers or others.  Transamerica  has
determined  that  the  movement  of  significant  Sub-Account  values  from  one
Sub-Account  to  another  may  prevent  the  underlying  Portfolio  from  taking
advantage of  investment  opportunities  because the  Portfolio  must maintain a
significant cash position in order to handle redemptions. Such movement may also
cause a  substantial  increase  in  Portfolio  transaction  costs  which must be
indirectly  borne by  Owners.  Therefore,  Transamerica  reserves  the  right to
require that all transfer requests be made by the Owner and not by a third party
holding a power of attorney and to require that each transfer request be made by
a separate  communication to Transamerica.  Transamerica also reserves the right
to request  that each  transfer  request be submitted in writing and be manually
signed by the Owner or Owners;  facsimile  transfer requests may not be allowed.
Dollar Cost Averaging
   
           Prior to the Annuity  Date,  the Owner may have  amounts  transferred
automatically  from  either (but not both) of the Money  Market or Quality  Bond
Sub-Accounts  to any of the  other  Sub-Accounts  on a  monthly  basis by giving
Written Notice to the Service  Center.  The written notice must specify:  1) the
Sub-Account  from  which the  transfers  are to be made;  2) the  amount of each
monthly  transfer;  and 3) the  Sub-Account(s)  to receive  the  transfers.  The
transfers  will begin on the tenth day or, if not a Valuation Day, the Valuation
Date following the tenth day, of the month following  receipt of Written Notice,
provided that Dollar Cost Averaging  transfers will not commence until the later
of (a) 30 days after the Policy  Date,  or (b) the end of the Free Look  Period.
Transamerica may, upon written notice to the Owner,  change the day of the month
on which  transfers are made.  Transfers  will  continue for twelve  consecutive
months  unless   terminated  by  the  Owner,  or  automatically   terminated  by
Transamerica because there are insufficient funds in the applicable  Sub-Account
or for other  reasons as set forth in the  Policy.  The Owner may  request  that
monthly transfers be continued for an additional twelve months by giving Written
Notice to the Service Center within 30 days prior to the last monthly  transfer.
If no written  request to continue  the monthly  transfers is made by the Owner,
this option will terminate automatically with the twelfth transfer.
         In order to be eligible for Dollar Cost Averaging,  the Owner must meet
the following conditions:  (1) the value of the selected Sub-Account (from which
the transfers are made) must be at least $5,000; (2) the minimum amount that can
be transferred out of the selected Sub-Account is $250 per month and the maximum
that can be transferred is one-twelfth of the  Sub-Account;  and (3) the minimum
amount  transferred into any other  Sub-Account is the greater of $250 or 10% of
the amount being transferred.
    

                                           30

<PAGE>



     Transfers due to Dollar Cost Averaging will not count toward the number of
transfers without charge nor the limit of 18 transfers per Policy Year.
After the Annuity Date
           If a  Variable  Annuity  Payout  Option  is  elected,  the  Owner may
transfer Variable Account amounts after the Annuity Date by submitting a request
to the Service Center, in a form and manner acceptable to Transamerica,  subject
to the following provisions: (1) transfers after the Annuity Date may be made no
more than four  times  during  any  Annuity  Year;  and (2) the  minimum  amount
transferred  from one Sub-Account to another is the amount  supporting a current
$75 monthly payment.
         Transfers  among  Sub-Accounts   during  the  Annuity  Period  will  be
processed  based  on  the  formula  outlined  in  the  Statement  of  Additional
Information.

CASH WITHDRAWALS
Withdrawals
   
           The Owner may withdraw all or part of the Cash Surrender  Value for a
Policy at any time  during the life of the  Annuitant  and prior to the  Annuity
Date by giving a written  request to the Service Center and subject to the rules
below.  Federal or state laws,  rules or regulations may also apply.  The amount
payable to the Owner if the Policy is  surrendered on or before the Annuity Date
is the Cash Surrender Value which is equal to the Policy Value,  less any Policy
Fee, less any applicable  Contingent Deferred Sales Load and less any applicable
premium taxes.
    
         No  withdrawals  may  be  made  after  the  Annuity  Date.  No  partial
withdrawals  will be  permitted  while the  Systematic  Withdrawal  Option is in
effect. Partial withdrawals must be at least $500.
         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 request
is received along with all completed forms. Any applicable  Contingent  Deferred
Sales Load will be deducted from the amount paid.
         In the case of a partial withdrawal, the Owner may instruct the Service
Center as to the amounts to be  withdrawn  from each  Sub-Account.  If the Owner
does not specify the Sub-Account(s) from which the withdrawal is to be made, the
withdrawal will be taken pro rata from all Sub-Accounts  with current values. If
the requested  withdrawal  reduces the value of the  Sub-Account  from which the
withdrawal  was made to less than  $1,000,  Transamerica  reserves  the right to
transfer the remaining value of that Sub-Account pro rata among the other Active
Sub-Accounts   with  values  equal  to  or  greater  than  $1,000.  If  no  such
Sub-Accounts  exist, such transfer will be made to the Money Market Sub-Account.
The Owner will be notified in writing of any such transfer.
         A partial  withdrawal  will not be  processed  if it would  reduce  the
Policy Value to less than $2,000.  In that case, the Owner will be notified that
he or she will have 10 days from the date  notice is mailed to:  (a)  withdraw a
lesser amount (subject to the $500 minimum),  leaving a Policy Value of at least
$2,000;  or (b)  surrender  the Policy for its Cash  Surrender  Value.  (Amounts
payable will be determined  as of the end of the  Valuation  Period during which
the  subsequent  instructions  are  received.)  If, after the  expiration of the
10-day period,  no written  election is received from the Owner,  the withdrawal
request will be considered null and void, and no withdrawal will be processed.
         The  Policy  Fee will be  deducted  from a full  surrender  before  the
application of any Contingent  Deferred Sales Load (see "Charges and Deductions"
page 30).  Withdrawals  will be  allocated on a first-in,  first-out  basis from
Premiums,  and then from earnings (for purposes of  calculating  the  Contingent
Deferred Sales Load).
     Withdrawals may be taxable transactions. The Code requires Transamerica to
withhold federal income tax from withdrawals. However, generally an Owner will 
be entitled to elect, in writing, not to have tax withholding apply. 
Withholding applies to the portion of the withdrawal which is includible in 
income and subject to federal income tax.  The federal income tax withholding 
rate is 10% of the taxable amount of the withdrawal. Withholding applies only
if the taxable amount of the withdrawal is at least $200.  In

                                           31

<PAGE>



addition,  under New York law the Owner may request Transamerica to withhold New
York income tax from withdrawals. Moreover, the Code provides that a 10% penalty
tax may be imposed on the taxable  portions of  distributions  for certain early
withdrawals.
(See "Federal Tax Matters" page 36.)
         Withdrawal  (including  surrender) requests generally will be processed
as of the end of the Valuation  Period  during which the request,  including all
completed  forms, is received.  Payment of any cash withdrawal or lump sum death
benefit due from the Variable Account will occur within seven days from the date
the 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;  or (2) an
emergency exists as defined by the Commission,  or the Commission  requires that
trading be restricted;  or (3) the Commission permits a delay for the protection
of  Owners.  The  withdrawal  request  will be  effective  when all  appropriate
withdrawal  request  forms are  received.  Payments of any amounts  derived from
Premiums  paid by check may be delayed  until the check has  cleared the Owner's
bank.
         SINCE  THE  OWNER  ASSUMES  THE  INVESTMENT  RISK AND  BECAUSE  CERTAIN
WITHDRAWALS  ARE SUBJECT TO A CONTINGENT  DEFERRED  SALES LOAD, THE TOTAL AMOUNT
PAID UPON  SURRENDER OF THE POLICY  (TAKING INTO ACCOUNT ANY PRIOR  WITHDRAWALS)
MAY BE MORE OR LESS THAN THE TOTAL PREMIUMS PAID.
         After a withdrawal of the total Cash  Surrender  Value,  or at any time
that the Policy Value is zero, all rights of the Owner will terminate.
         Since the Qualified  Policies  offered by the Prospectus will be issued
in  connection  with  retirement  plans which meet the  requirements  of Section
408(b) of the  Code,  reference  should  be made to the terms of the  particular
retirement  plans  for  any  additional  limitations  or  restrictions  on  cash
withdrawals.
         An Owner may elect, under the Systematic Withdrawal Option or Automatic
Payout Option (but not both), to withdraw certain amounts on a periodic basis
from the Sub-Accounts prior to the Annuity Date.
Systematic Withdrawal Option
   
           Prior to the Annuity Date, the Owner, by giving Written Notice to the
Service Center,  may elect to have monthly  withdrawals  automatically made from
one or more  Sub-Account(s) on a monthly basis. (Other distribution modes may be
permitted.)  The  withdrawals  will  commence  on the  fourth  day of the  month
following  receipt of Written Notice,  except that they will not commence sooner
than the later of (a) 30 days after the  Policy  Date or (b) the end of the Free
Look Period. Upon written notice to the Owners,  Transamerica may change the day
of the month on which  withdrawals are made under this option.  Withdrawals will
be from the  Sub-Account(s) and in the percentage  allocations  specified by the
Owner. If no specifications are made, withdrawals will be pro-rata from all Sub-
Account(s) with value.
    
       
   
         To be eligible for the Systematic  Withdrawal  Option, the Policy Value
must be at least  $15,000 at the time of election.  The minimum  monthly  amount
that can be withdrawn is $125. The maximum  monthly amount that can be withdrawn
on an annual basis is equal to the sum, as of the date of the first  withdrawal,
of (a) 10% of Premiums  that are less than seven Policy Years old and (b) 10% of
remaining Premiums that are at least seven Policy Years old.
         Systematic  withdrawals  are not subject to the CDSL but can be reduced
by any applicable premium tax. Systematic withdrawals may be taxable, subject to
withholding, and subject to the 10% penalty tax. (See "Federal Tax Matters" page
36.)
         The  withdrawals  will  continue  unless  terminated  by the  Owner  or
automatically  terminated by  Transamerica  as set forth in the Policy.  If this
option  is  terminated  it may  not be  elected  again  until  the  next  Policy
Anniversary.  While the Systematic Withdrawal Option is in effect, the Owner may
not make partial cash withdrawals. A partial
    

                                           32

<PAGE>



   
withdrawal  while this  option is in effect  will  automatically  terminate  the
Systematic Withdrawal Option and the full amount may be subject to a CDSL.
    
         Transamerica  reserves  the right to impose an annual  fee of an amount
not to exceed $25 for  administrative  expenses  associated  with processing the
systematic  withdrawals.  This fee, which is currently waived,  will be deducted
from each  systematic  withdrawal  in equal  installments  during a Policy Year.
Automatic Payout Option ("APO")
   
           Prior to the Annuity  Date,  for  Qualified  Policies,  the Owner may
elect  the  Automatic  Payout  Option  (APO)  to  satisfy  minimum  distribution
requirements under Section 408(b)(3) of the Code. This may be elected no earlier
than six months  prior to the  calendar  year in which the Owner  attains age 70
1/2,  but payments may not begin  earlier  than January of such  calendar  year.
Additionally,  APO  withdrawals  may not begin  before  the later of (a) 30 days
after the Policy Date or (b) the end of the Free Look Period.  Withdrawals  will
be from the  Sub-Account(s) and in the percentage  allocations  specified by the
Owner.  If no  specifications  are made,  withdrawals  will be pro-rata from all
Sub-Account(s) with value.
         Payments will be made on the seventh day of the month or, if not a
Valuation Day, the following Valuation Day, as applicable, will continue unless 
terminated by the Owner or automatically terminated by Transamerica as set
forth in the Policy.  Once terminated, APO may not be elected again.
    
         APO may be elected in any calendar  month,  but no later than the month
in which the Owner attains age 84.
   
         If only APO  withdrawals  are made, no Contingent  Deferred  Sales Load
will apply. If a partial  withdrawal is taken, a Contingent  Deferred Sales Load
will  be  applied  to both  the  APO and  partial  withdrawals  above  the  free
withdrawal amount. (See "Contingent Deferred Sales Load" page 30.)
         To be eligible for this APO, the following  conditions must be met: (1)
the Policy  Value  must be at least  $15,000  at the time of  election;  (2) the
annual  withdrawal  amount is the larger of the  required  minimum  distribution
under Code Section 408(b)(3) or $500; and (3) the minimum amount per payment (if
not annual) must be at least $150.
    
         APO  allows  the  required  minimum  distribution  to be paid in  equal
installments, either monthly, quarterly, or annually, from the Variable Account.
If there are insufficient funds in the Variable Account to make a withdrawal, or
for other reasons as set forth in the Policy, this option will terminate.

DEATH BENEFIT
   
         If the Owner or Annuitant dies before the Annuity Date, a death benefit
is payable. If the deceased Owner or Annuitant, as applicable,  had not attained
their 85th  birthday,  the death  benefit will be the greatest of (a) the Policy
Value,  (b) all Premiums paid less all  withdrawals  and any applicable  premium
taxes or (c) the greatest Policy  Anniversary Value prior to the earliest of the
Annuitant's  or Owner's 75th birthday  increased by all Premiums paid since that
Policy  Anniversary less all withdrawals and any applicable  premium taxes since
that Policy Anniversary.  If the deceased Owner or Annuitant, as applicable, had
attained  age 85, the death  benefit  will be equal to Policy  Value.  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) a Written Notice of the method of settlement  elected by the  Beneficiary
is received at the Service Center. If no settlement method is elected, the death
benefit  will be  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 Policy Value remains in the Variable Account and fluctuates
with
    

                                           33

<PAGE>



investment performance of the applicable Portfolio(s). Accordingly, the amount 
of the death benefit depends on the Policy Value at the time the death benefit 
is paid.
Payment of Death Benefit
           The death benefit is generally payable upon receipt of Proof of Death
of the  Annuitant  or Owner.  Upon  receipt of this proof and an  election  of a
method of  settlement,  the death  benefit  generally  will be paid within seven
days, or as soon thereafter as Transamerica has sufficient information about the
Beneficiary to make the payment.  The Beneficiary may receive the amount payable
in a lump sum cash  benefit or,  subject to any  limitations  under any state or
federal  law,  rule,  or  regulation,  under one of the Annuity  Forms  unless a
settlement agreement is effective under the Policy preventing such election.  If
no settlement  method is elected within one year of the date of death, the death
benefit  will be paid in a lump sum.  The  payment of the death  benefit  may be
subject to certain distribution requirements under the federal income tax laws.
(See "Federal Tax Matters" page 36.)
Designation of Beneficiaries
           The Owner may select one or more  Beneficiaries  and name them in the
application.  If the Owner selects more than one  beneficiary,  unless otherwise
indicated by the Owner they will share equally in any death benefits  payable in
the  event of the  Annuitant's  death  before  the  Annuity  Date if there is no
Contingent Annuitant, or the Owner's death if there is no Joint Owner. Different
Beneficiaries  may be named with respect to the Annuitant's  death  (Annuitant's
Beneficiary) and the Owner's death (Owner's Beneficiary). Before the Annuitant's
death, the Owner may change the Beneficiary by notice to the Service Center 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 Policy
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
Policy relating to that Annuitant will be paid to the  Annuitant's  Beneficiary.
If there is a Contingent  Annuitant,  then the Contingent  Annuitant will become
the Annuitant.
Death of Owner Prior to the Annuity Date
           If the Owner dies before the Annuity  Date,  a death  benefit will be
paid to the Owner's  Beneficiary.  If the Owner's  Beneficiary  is the  deceased
Owner's spouse, then the spouse may elect to treat the Policy as his or her own.
The  payment  of the  death  benefit  may be  subject  to  certain  distribution
requirements  under the federal income tax laws. (See "Federal Tax Matters" page
36.)
Death of Annuitant or Owner After the Annuity Date
           If the  Annuitant  or  Owner  dies  after  the  annuity  starts,  the
remaining  undistributed  portion,  if any, of the Policy will be distributed at
least as rapidly as under the method of  distribution  being used as of the date
of such death. Under some Annuity Forms, there will be no death benefit.



                                           34

<PAGE>



CHARGES AND DEDUCTIONS
           No  deductions  are made  from  Premiums  except  for any  applicable
premium  taxes.  Therefore,  the full  amount,  less any premium  taxes,  of the
Premiums  are  invested  in one or  more  of the  Sub-Accounts  of the  Variable
Account.
         As more fully described below, charges under the Policy are assessed in
three ways:  (1) as deductions  for the Policy (or Annuity)  Fees,  any Transfer
Fees, any  Systematic  Withdrawal  Option fees 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  Premiums  (although
premium tax may be deducted). However, a Contingent Deferred Sales Load of up to
6% of Premiums paid may be imposed on certain  withdrawals  or  surrenders  (and
possibly on certain annuitizations) to partially cover certain expenses incurred
by Transamerica relating to the sale of the Policies, 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 Policy  Years  between  the  Policy  Year in which a Net  Premium  was
credited to the Policy and the Policy 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
Since Receipt of                                     Contingent Deferred Sales
Load
Purchase Payment                                              As a Percentage of
Purchase Payment
Less than one year                                                         6%
1 year but less than 2 years                                               6%
2 years but less than 3 years                                              5%
3 years but less than 4 years                                              5%
4 years but less than 5 years                                              4%
5 years but less than 6 years                                              4%
6 years but less than 7 years                                              2%
7 or more years                                               0%


         In no event shall the aggregate Contingent Deferred Sales Load assessed
against the Policy exceed 6% of the aggregate Premiums paid to a Policy.
   
         Any  Premiums  that have been held by  Transamerica  for at least seven
Policy  Years  and  not  previously  withdrawn  may  be  withdrawn  free  of any
Contingent  Deferred Sales Load. In addition,  any portion of a free  withdrawal
amount may be withdrawn each year after the first  complete  Policy Year without
imposition of any Contingent  Deferred Sales Load. The free withdrawal amount is
only available for the first withdrawal in each Policy Year, and is equal to the
greater of (a) the accumulated  earnings not previously  withdrawn or (b) 10% of
Premiums  held at least one but less than seven Policy Years prior to the day of
withdrawal,  not adjusted for any prior withdrawals  deemed to be made from such
Premiums. Withdrawals will be made first from earnings and then from Premiums on
a first in/first out basis.  After the first free  wirthdrawal in a Policy Year,
free
    

                                           35

<PAGE>



   
withdrawals can be made only from available earnings.
         No  Contingent  Deferred  Sales  Load will be  charged  on the 10% free
withdrawal  amount if surrender of the Policy occurs in the second or subsequent
Policy  Year for a Premium and the Owner was  eligible  to  withdraw  the amount
without  charge but had not made such a  withdrawal  during  the Policy  Year in
which the date of surrender  occurs.  If the 10% free  withdrawal  amount is not
withdrawn or paid out during a Policy  Year,  it does not carry over to the next
Policy Year. In addition,  no Contingent  Deferred Sales Load is assessed:  upon
annuitization  to an option  involving life  contingencies on or after the third
Policy  Anniversary;  on distributions  resulting from the death of the Owner or
Annuitant  before  Annuity  Date;  upon  transfers  of  Policy  Value  among the
Sub-Accounts under the Systematic  Withdrawal Option; or, in some circumstances,
under the Automatic Payout Option. Any applicable Contingent Deferred Sales Load
will be deducted from the amount requested for both partial withdrawals and full
surrenders. Administrative Charges
           At the end of each Policy Year before the Annuity Date,  Transamerica
deducts an annual Policy Fee as partial  compensation  for expenses  relating to
the issue and  maintenance  of the Policy and the Variable  Account.  The annual
Policy Fee is equal to the lesser of $30 or 2% of the  Policy  Value.  No Policy
Fee will be deducted  for a Policy Year if the Policy Value  exceeds  $50,000 on
the  last  business  day of the  Policy  Year or as of the date  the  Policy  is
surrendered.  The Policy Fee may be changed upon 30 days advance written notice,
subject to the prior approval of the New York State Insurance  Department but in
no event  may it  exceed  the  lesser  of $60 or 2% of the  Policy  Value.  Such
increases  in the  Policy Fee will  apply  only to future  deductions  after the
effective date of the change. If the Policy is surrendered on other than the end
of a Policy  Year,  the Policy Fee will be  deducted in full at the time of such
surrender.  The  Policy  Fee will be  deducted  on a pro rata  basis  from  each
Sub-Account in which the Policy is invested at the time of such deduction.
    
         After the Annuity Date,  an annual  Annuity Fee of $30 will be deducted
in equal amounts from each Variable  Annuity Payment made during the year ($2.50
each month if monthly  payments).  This fee will not be changed.  No Annuity Fee
will be deducted from Fixed Annuity Payments.
         Transamerica also makes a deduction (the Administrative Expense Charge)
from the Variable  Account at the end of each Valuation  Period (both before and
after the Annuity Date) at an effective  current  annual rate of 0.15% of assets
held in each  Sub-Account  to reimburse  Transamerica  for those  administrative
expenses  attributable to the Policies and the Variable Account which exceed the
revenues received from the Policy Fee, any Transfer Fee, and any fee imposed for
Systematic  Withdrawals.  Transamerica  has the  ability to increase or decrease
this charge, but the charge is guaranteed not to exceed 0.25%. Transamerica will
provide 30 days written notice of any change in fees. Transamerica believes that
the  Administrative  Expense  Charge and Policy Fee have been initially set (and
will  continue  to be  set) at a level  that  will  recover  no  more  than  the
anticipated and estimated costs associated with  administering  the Policies and
Variable Account. The administrative charges do not bear any relationship to the
actual administrative costs of a particular Policy. Transamerica does not expect
to make a profit from the Policy Fee or the  Administrative  Expense Charge. The
Administrative  Expense  Charge is  reflected in the  Variable  Accumulation  or
Variable  Annuity Unit Values for each Sub- Account.  Mortality and Expense Risk
Charge
           Transamerica  imposes a charge  called the Mortality and Expense Risk
Charge to  compensate it for bearing  certain  mortality and expense risks under
the Policies. For assuming these risks,  Transamerica makes a daily charge equal
to 0.003403%

                                           36

<PAGE>



corresponding  to an  effective  annual  rate of 1.25%  of the  value of the net
assets in the Variable  Account.  This charge is imposed before the Annuity Date
and if an Annuity Purchase Amount is applied to a Variable Payment Option,  also
after the Annuity Date. The approximate  portion of this charge  estimated to be
attributable to mortality risks is 0.65%; the approximate portion of this charge
estimated to be attributable to expense risks is 0.60%.  Transamerica guarantees
that this charge of 1.25% will never increase.
         The  Mortality  and Expense  Risk Charge is  reflected  in the Variable
Accumulation 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  (determined in accordance with the annuity tables and
other provisions contained in the Policy) and to pay death benefits prior to the
Annuity Date. Thus Owners are assured that neither the Annuitant's own longevity
nor an  unanticipated  improvement  in general life  expectancy  will  adversely
affect the Annuity Payments under the Policy.
         Transamerica  also bears  substantial risk in connection with the death
benefit before the Annuity Date,  since it will pay a death benefit equal to the
greater of the Policy Value without  imposition of a Contingent  Deferred  Sales
Load or the Premiums less withdrawals and premium taxes (so  Transamerica  bears
the risk of unfavorable experience in the Sub-Accounts).
         The   expense   risk   assumed  by   Transamerica   is  the  risk  that
Transamerica's  actual  expenses in  administering  the Policy and the  Variable
Account  will exceed the amount  recovered  through the  Administrative  Expense
Charge,  Policy  Fees,  Transfer  Fees  and  any  fees  imposed  for  Systematic
Withdrawals.
         If the  Mortality  and  Expense  Risk Charge is  insufficient  to cover
actual costs and risks assumed, the loss will fall on Transamerica.  Conversely,
if  this  charge  is  more  than  sufficient,  any  excess  will  be  profit  to
Transamerica. Currently, Transamerica expects a profit from this charge.
         Transamerica  anticipates that the Contingent  Deferred Sales Load will
not generate  sufficient funds to pay the cost of distributing the Policies.  To
the extent that the Contingent  Deferred Sales Load is insufficient to cover the
actual  cost  of  Policy   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
         Currently, New York has no premium tax or retaliatory premium tax. 
If New York imposes these taxes in the future, or if the Owner is or becomes a 
resident of the state where such taxes apply, Transamerica will deduct 
applicable premium taxes, including any retaliatory taxes, paid with respect
to a particular Policy from the Premiums, from amounts withdrawn, or from 
amounts applied on the Annuity Date.
Transfer Fee
   
           Transamerica currently does not charge for transfers between 
Sub-Accounts.  However, Transamerica may impose a fee for each transfer in 
excess of the first twelve in a single Policy Year. Transamerica will deduct 
the charge from the amount transferred. This fee would be no more than $10 or 
2% of the amount transferred and would be used to help cover Transamerica's 
costs of processing transfers.
Systematic Withdrawal Option
    
           Transamerica reserves the right to impose an annual fee of an amount
not to exceed $25 for administrative expenses associated with processing
systematic withdrawals.  This fee, which is currently waived, will be deducted
from each systematic withdrawal in equal installments during a Policy 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

                                           37

<PAGE>



deduct charges in the future for federal, state and local taxes or the economic 
burden resulting from the application of any tax laws that Transamerica 
determines to be attributable to the Policies.
Portfolio Expenses
   
           The value of the assets in the Variable Account reflects the value 
of Portfolio shares and therefore the fees and expenses paid by each Portfolio. 
A complete description of the fees, expenses, and deductions from the 
Portfolios are found in the Funds' prospectuses. (See "The Funds" page 19.)
    

       
ANNUITY PAYMENTS
Annuity Date
           Initially,  the Annuity Date is selected by the Owner at the time the
Initial Premium is paid.  Thereafter,  the Annuity Date may be changed from time
to time by the Owner by giving notice to the Service Center provided that notice
of each change is received by the Service Center at least thirty (30) days prior
to the then-current  Annuity Date. The Annuity Date must not be earlier than the
third Policy  Anniversary.  The latest  Annuity Date which may be elected is the
first  day  of  the  calendar  month  immediately  preceding  the  month  of the
Annuitant's 85th birthday.
         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 Policy  under the  selected
Annuity  Form and  Payment  Option,  unless  the  entire  Policy  Value has been
withdrawn or the death  benefit has been paid to the  Beneficiary  prior to that
date.  The Annuity  Purchase  Amount is the Policy  Value,  less any  applicable
Contingent  Deferred  Sales  Load and less any  applicable  premium  taxes.  Any
Contingent  Deferred  Sales  Load will be waived if  values  are  applied  to an
Annuity  Form  involving  life  contingencies  on  or  after  the  third  Policy
Anniversary.
   
         If the amount of the monthly  Annuity  Payment  from any of the Payment
Options  selected by the Owner would result in a monthly Annuity Payment of less
than $20, or if the Annuity  Purchase  Amount is less than $2,000,  Transamerica
reserves  the right to offer a less  frequent  mode of payment or pay the Policy
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
$50 from each  Sub-Account of the Variable  Account from which such payments are
made.
    
         The Owner may choose from the Annuity  Forms  below.  Transamerica  may
consent to other plans of payment  before the Annuity  Date.  For Annuity  Forms
involving life income, the actual age and/or sex of the Annuitant, or a Joint or
Contingent Annuitant will affect the amount of each payment.  Sex-distinct rates
generally  are  not  allowed  under  certain  Qualified  Policies.  Transamerica
reserves the right to ask for satisfactory proof of the Annuitant's (or Joint or
Contingent  Annuitant's)  age.  Transamerica  may delay Annuity  Payments  until
satisfactory proof is received.  Since payments to older Annuitants are expected
to be fewer in  number,  the  amount of each  Annuity  Payment  under a selected
Annuity Form shall be greater for older Annuitants than for younger Annuitants.

                                           38

<PAGE>



         The Owner may choose from the two  Annuity  Payment  Options  described
below.  The Annuity Date and Annuity Forms available for Qualified  Policies may
also be controlled by endorsements, the plan or applicable law.
         A portion or the entire  amount of the Annuity  Payments may be taxable
as ordinary income. If, at the time the Annuity Payments begin, Transamerica has
not  received  a  proper  written  election  not to have  federal  income  taxes
withheld,  Transamerica must by law withhold such taxes from the taxable portion
of such annuity payments and remit that amount to the federal government.  State
income tax withholding may also apply. (See "Federal Tax Matters" page 36.)
Election of Annuity Forms and Payment Options
           The Annuity  Form and Payment  Option for each Policy 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 Policy.  The request for
change of the  Annuity  Date or Annuity  Payment  Option must be received by the
Service Center at least 30 days prior to the Annuity Date.
         In the event that an Annuity Form and Payment Option are not selected 
at least 30 days before the Annuity Date, Transamerica will make Variable 
Annuity Payments in accordance with the 120 month period certain and life 
Annuity Form and the applicable provisions of the Policy.
Annuity Payment Options
           The Annuity Forms may be paid under Fixed or Variable Annuity Payment
Options. Under the Fixed Annuity Payment Option, the amount of each payment will
be determined on the Annuity Date and will not  subsequently  be affected by the
investment  performance of the Sub-Accounts.  Under the Variable Annuity Payment
Option, the Annuity Payments,  after the first Annuity Payment, will reflect the
investment experience of the Sub-Account or Sub- Accounts chosen by the Owner.
         Owners may elect a Fixed Annuity, a Variable Annuity,  or a combination
of both (in 25% increments of the Annuity Purchase Amount).  If the Owner elects
a combination,  he or she must specify what part of the Annuity  Purchase Amount
is to be applied to the Fixed and Variable  Payment  Options.  Unless  specified
otherwise,  the  applied  Annuity  Purchase  Amount  will be used to  provide  a
Variable  Annuity.  In this event,  the initial  allocation of Variable  Annuity
Units for the Variable  Sub-Accounts will be in proportion to the Policy's value
in the Sub-Accounts on the Annuity Date. Fixed Annuity Payment Option
           A Fixed  Annuity  provides  for  Annuity  Payments  which will remain
constant  pursuant to the terms of the Annuity Form elected.  If a Fixed Annuity
is  selected,  the  portion of the Annuity  Purchase  Amount used to provide the
Fixed Annuity will be transferred to the general account assets of Transamerica,
and the amount of Annuity  Payments  will be  established  by the fixed  annuity
provisions  selected and the age and sex (if  sex-distinct  rates are allowed by
law) of the  Annuitant  and will not  reflect  investment  experience  after the
Annuity Date. The Fixed Annuity  Payment  amounts are determined by applying the
Annuity  Purchase  Rate  specified  in the Policy to the  portion of the Annuity
Purchase  Amount applied to the Fixed Annuity Option by the Owner.  Payments may
vary after the death of the Annuitant under some Annuity Options; the amounts of
these variances are fixed on the Annuity Date. Variable Annuity Payment Option
           A Variable  Annuity provides for payments that vary in dollar amount,
based  on the  investment  performance  of the  selected  Sub-Account(s)  of the
Variable  Account.  The  Variable  Annuity  Purchase  Rate  Tables in the Policy
reflect an assumed  annual  interest rate of 4%, so if the actual net investment
performance of the Sub-Account(s) is less than this rate, then the dollar amount
of the actual  Annuity  Payments  will  decrease.  If the actual net  investment
performance  of the  Sub-Account(s)  is higher  than this rate,  then the dollar
amount of the actual Annuity Payments will increase. If the net investment

                                           39

<PAGE>



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

                                           40

<PAGE>



         (4) Joint and Survivor Annuity. Payments will be made to the Annuitant,
starting on the first day of the month  immediately  following the Annuity Date,
if and for as long as the  Annuitant and Joint  Annuitant are living.  After the
Annuitant or Joint  Annuitant  dies,  payments  will continue for so long as the
survivor  lives.  Payments  will be made to the  survivor  for his or her  life.
Payments  end with the payment due just  before the death of the  survivor.  The
continued payments can be in the same amount as the original payments,  or in an
amount equal to 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  Premium will be accepted under the Policy; 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 Policy.  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 Policy is issued as an IRA, the Owner may not
change the Payee on or after the Annuity Date.
Alternate Fixed Annuity Rates
           The amount of any Fixed  Annuity  Payments  will be determined on the
Annuity  Date  by  using  either  the   guaranteed   fixed   annuity   rates  or
Transamerica's current single premium fixed annuity rates at the time, whichever
would result in a higher amount of monthly Fixed Annuity Payments.

FEDERAL TAX MATTERS
Introduction
           The  following  discussion  is a general  description  of federal tax
considerations  relating to the Policy 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 Policy. 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   Policy   may  be   purchased   on  a  non-tax   qualified   basis
("Non-Qualified  Policy")  or  purchased  and  used  in  connection  with  plans
qualifying for favorable tax treatment ("Qualified Policy").  Qualified Policies
are designed for use by  individuals  solely as plans entitled to special income
tax treatment under section 408 of the Internal Revenue Code of 1986, as amended
(the "Code").  The ultimate  effect of federal  income taxes on the amounts held
under a Policy, 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  Policy and receiving  distributions
from a Qualified Policy in order to continue receiving  favorable tax treatment.
Therefore,

                                           41

<PAGE>



purchasers  of Qualified  Policies  should seek  competent  legal and tax advice
regarding the  suitability  of the Policy for their  situation,  the  applicable
requirements,  and the tax  treatment  of the rights and benefits of the Policy.
The  following  discussion  assumes that a Qualified  Policy is  purchased  with
proceeds from and/or  contributions  under retirement plans that qualify for the
intended special federal income tax treatment.
         The following discussion is based on the assumption that the Policy
qualifies as an annuity contract for federal income tax purposes. The Statement
of Additional Information discusses the requirements for qualifying as an 
annuity.
Taxation of Annuities
         In General
         Section  72 of the Code  governs  taxation  of  annuities  in  general.
Transamerica  believes that the Owner who is a natural  person  generally is not
taxed on  increases  in the  value  of a Policy  until  distribution  occurs  by
withdrawing  all or part of the  Policy  Value  (e.g.,  withdrawals  or  Annuity
Payments under the Annuity Option  elected).  For this purpose,  the assignment,
pledge, or agreement to assign or pledge any portion of the Policy Value (and in
the  case of a  Qualified  Policy,  any  portion  of an  interest  in the  plan)
generally  will  be  treated  as  a  distribution.  The  taxable  portion  of  a
distribution  (in the form of a single sum  payment or an annuity) is taxable as
ordinary income.
         The Owner of any annuity contract who is not a natural person generally
must  include in income any  increase in the excess of the Policy Value over the
"investment in the contract"  (discussed  below) during the taxable year.  There
are some  exceptions to this rule and a prospective  Owner that is not a natural
person may wish to discuss these with a competent tax adviser.
         The  following  discussion  generally  applies  to a Policy  owned by a
natural person.
         Withdrawals
         In the  case  of a  withdrawal  under  a  Qualified  Policy,  including
withdrawals  under the  Systematic  Withdrawal  Option or the  Automatic  Payout
Option, a ratable portion of the amount received is taxable,  generally based on
the ratio of the "investment in the contract" to the individual's  total accrued
benefit under the retirement  plan. The  "investment in the contract"  generally
equals the  amount of any  non-deductible  Premiums  paid by or on behalf of any
individual.  For a Qualified  Policy , the  "investment  in the contract" can be
zero.  Special  tax rules may be  available  for  certain  distributions  from a
Qualified Policy.
         With respect to Non-Qualified Policies, partial withdrawals,  including
withdrawals  under the Systematic  Withdrawal  Option,  are generally treated as
taxable  income to the  extent  that the  Policy  Value  immediately  before the
withdrawal  exceeds  the  "investment  in  the  contract"  at  that  time.  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 Policy,  in general,  only the portion of the Annuity  Payment
that  represents the amount by which the Policy 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

                                           42

<PAGE>



result of an  Annuitant's  death before full recovery of the  "investment in the
contract,"  consult a  competent  tax  advisor  regarding  deductibility  of the
unrecovered amount.
         Penalty Tax
         In the case of a distribution pursuant to a Non-Qualified Policy, there
may be imposed a federal  income tax penalty equal to 10% of the amount  treated
as  taxable  income.   In  general,   however,   there  is  no  penalty  tax  on
distributions:  (1) made on or after  the date on which the  Owner  attains  age
591/2; (2) made as a result of death or disability of the Owner; or (3) received
in  substantially  equal  periodic  payments  as a life  annuity  or a joint and
survivor  annuity  for  the  lives  or  life  expectancies  of the  Owner  and a
"designated beneficiary." Other tax penalties may apply to certain distributions
under a Qualified Policy.



         Taxation of Death Benefit Proceeds
         Amounts may be  distributed  from the Policy because of the death of an
Owner or the  Annuitant.  Generally such amounts are includible in the income of
the recipient as follows:  (1) if  distributed  in a lump sum, they are taxed in
the same manner as a full surrender,  as described  above, or (2) if distributed
under an Annuity Option,  they are taxed in the same manner as Annuity Payments,
as described above.
         Transfers, Assignments, or Exchanges of the Policy
         A transfer of ownership of a Policy,  the  designation of an Annuitant,
Payee, or Beneficiary who is not also the Owner, or the exchange of a Policy may
result in certain tax  consequences to the Owner that are not discussed  herein.
An Owner contemplating any such designation,  transfer,  assignment, or exchange
should contact a competent tax adviser with respect to the potential tax effects
of such a transaction.
         Multiple 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.
         Withholding
         Pension and annuity distributions  generally are subject to withholding
for the recipient's federal income tax liability at rates that vary according to
the type of distribution  and the recipient's tax status.  Recipients,  however,
generally  are provided the  opportunity  to elect not to have tax withheld from
distributions. (See discussion of this election under "Withdrawals" on page 26.)
Possible Changes in Taxation
           In  past  years,  legislation  has  been  proposed  that  would  have
adversely modified the federal taxation of certain annuities.  For example,  one
such proposal  would have changed the tax treatment of  non-qualified  annuities
that did not have  "substantial  life  contingencies"  by taxing income as it is
credited to the annuity.  Although as of the date of this prospectus Congress is
not actively  considering any  legislation  regarding the taxation of annuities,
there is always the possibility that the tax treatment of annuities could change
by  legislation  or other  means  (such  as IRS  regulations,  revenue  rulings,
judicial decisions,  etc.).  Moreover, it is also possible that any change could
be retroactive  (that is, effective prior to the date of the change).  Other Tax
Consequences
           As noted above,  the foregoing  discussion of the federal  income tax
consequences  is not  exhaustive  and special rules are provided with respect to
other tax

                                           43

<PAGE>



situations not discussed in this Prospectus. Further, the federal income tax 
consequences discussed herein reflect Transamerica's understanding of current 
law and the law may change. Federal estate tax consequences and state and local 
estate, inheritance, and other tax consequences of ownership or receipt of
distributions under the Policy depend on the individual circumstances of each
Owner or recipient of the distribution. A competent tax adviser should be
consulted for further information.
Individual Retirement Annuities
           The Qualified Policy is designed for use with IRA rollovers.  Section
408 of the Code permits  eligible  individuals  to  contribute  to an individual
retirement  program  known as an  Individual  Retirement  Annuity or  Individual
Retirement   Account  (each  hereinafter   referred  to  as  an  "IRA").   Also,
distributions  from certain other types of qualified  plans may be "rolled over"
on a  tax-deferred  basis into an IRA.  The sale of a Policy for use with an IRA
may be  subject to  special  disclosure  requirements  of the  Internal  Revenue
Service.  Purchasers  of a  Policy  for use  with  IRAs  will be  provided  with
supplemental  information  required  by the  Internal  Revenue  Service or other
appropriate agency. Such purchasers will have the right to revoke their purchase
within 7 days of the earlier of the  establishment of the IRA or their purchase.
Various tax penalties may apply to contributions in excess of specified  limits,
aggregate  distributions in excess of $150,000  annually,  distributions that do
not satisfy specified requirements,  and other transactions.  A Qualified Policy
will be  amended  as  necessary  to  conform  to the  requirements  of the Code.
Purchasers  should seek competent advice as to the suitability of the Policy for
use with IRAs. General
           At the time the Initial Premium is paid, a prospective purchaser must
specify  whether he or she is purchasing a  Non-Qualified  Policy or a Qualified
Policy.  If the Initial  Premium is derived  from an exchange  or  surrender  of
another  annuity  contract,   Transamerica  may  require  that  the  prospective
purchaser  provide  information  with regard to the federal income tax status of
the previous annuity  contract.  Transamerica will require that persons purchase
separate  Policies  if they desire to invest  monies  qualifying  for  different
annuity tax treatment  under the Code.  Each such separate  Policy would require
the minimum  Initial  Premium stated above.  Additional  Premiums under a Policy
must qualify for the same federal  income tax  treatment as the Initial  Premium
under the Policy;  Transamerica  will not accept an  additional  Premium under a
Policy if the federal  income tax  treatment of such Premium  would be different
from that of the Initial Premium.

DISTRIBUTION OF THE POLICY
         Transamerica  Securities  Sales  Corporation  ("TSSC") is the principal
underwriter  of  the  Policies.  TSSC  may  also  serve  as an  underwriter  and
distributor  of other policies  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"). 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 Policies through registered representatives who are
licensed to sell securities and variable  insurance  products.  These agreements
provide that  applications  for the  Policies  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.

                                           44

<PAGE>



   
         Under  the  agreements,  applications  for  Policies  will  be  sold by
broker/dealers  which may receive compensation of up to 6.25% of any Initial and
additional   Premiums   paid.   Additional   amounts  may  be  paid  in  certain
circumstances.
    
         Transamerica Financial Resources, Inc. ("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.

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


LEGAL MATTERS
           Advice  regarding  certain  legal  matters   concerning  the  federal
securities  laws  applicable  to the  issue  and sale of the  Policies  has been
provided by Sutherland, Asbill & Brennan. The organization of Transamerica,  its
authority  to issue the  Policies  and the  validity of the form of the Policies
have been passed upon by James W. Dederer General Counsel of Transamerica.

ACCOUNTANTS
           The  financial  statements of  Transamerica  at December 31, 1994 and
December 31, 1993,  and for each of the three years in the period ended December
31, 1994, and the financial  statements of the Variable  Account at December 31,
1994, have been audited by Ernst & Young,  Independent Auditors, as set forth in
their  reports  appearing in the Statement of  Additional  Information,  and are
included in reliance  upon such reports given upon the authority of such firm as
experts in accounting and auditing.

VOTING RIGHTS
           To the extent required by applicable  law, all Portfolio  shares held
in the  Variable  Account will be voted by  Transamerica  at regular and special
shareholder  meetings of the respective  Funds in accordance  with  instructions
received from persons having voting interests in the corresponding  Sub-Account.
If, however, the 1940 Act or any regulation  thereunder should be amended, or if
the present interpretation thereof should change, or if Transamerica  determines
that it is allowed to vote all Portfolio  shares in its own right,  Transamerica
may elect to do so.
         The person with the voting  interest is the Owner.  The number of votes
which  are  available  to an  Owner  will  be  calculated  separately  for  each
Sub-Account of the Variable  Account.  Before the Annuity Date, that number will
be  determined  by  applying  his or  her  percentage  interest,  if  any,  in a
particular  Sub-Account  to the  total  number  of  votes  attributable  to that
Sub-Account.  The Owner holds a voting interest in each Sub-Account to which the
Policy Value is allocated. After the Annuity Date, the number of votes decreases
as Annuity Payments are made and as the reserves for the Policy 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
Policies participating in

                                           45

<PAGE>



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 (the  "Registration
Statement") with the Securities and Exchange Commission under the Securities Act
of 1933 relating to the Policy 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  Policy.   Statements
contained  in this  Prospectus,  as to the content of the Policy and other legal
instruments,  are  summaries.  For a complete  statement  of the terms  thereof,
reference  is made to the  instruments  filed as  exhibits  to the  Registration
Statement.  The Registration Statement and the exhibits thereto may be inspected
and copied at the office of the Commission,  located at 450 Fifth Street,  N.W.,
Washington, D.C.

STATEMENT OF ADDITIONAL INFORMATION
           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 POLICY.......................................................3
DOLLAR COST AVERAGING............................................3
NET INVESTMENT FACTOR............................................3
ANNUITY PERIOD...................................................4
         Variable Annuity Units and Payments.....................4
         Variable Annuity Unit Value.............................4
         Transfers After the Annuity Date........................4
GENERAL PROVISIONS...............................................4
         IRS Required Distributions..............................4
         Non-Participating.......................................4
         Misstatement of Age or Sex..............................4
         Proof of Existence and Age..............................5
         Assignment..............................................5
         Annuity Data............................................5
         Annual Report...........................................5
         Incontestability........................................5
         Ownership...............................................5
         Entire Contract.........................................5
         Changes in the Policy...................................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

                                           46

<PAGE>



         General Limitations...................................8
         Sub-Account Performance Figures.......................9
         Hypothetical Sub-Account Performance Figures.........10
         Portfolio Performance Figures........................11
FEDERAL TAX MATTERS...........................................12
         Taxation of Transamerica.............................13
         Tax Status of the Policies...........................13
DISTRIBUTION OF THE POLICY....................................14
SAFEKEEPING OF ACCOUNT ASSETS.................................14
TRANSAMERICA..................................................14
         General Information and History......................14
STATE REGULATION .............................................15
RECORDS AND REPORTS...........................................15
FINANCIAL STATEMENTS..........................................15
APPENDIX.....................................................A-1
         Annuity Transfer Formula............................A-1

                                           47

<PAGE>



Appendix A



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

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

   
         For the second monthly payment, suppose that the Variable Annuity
Unit Value on the 10th day of the second month is 13.565712. Then the second 
Variable Annuity Payment would be $285.59 (21.052444 x 13.565712).
Example of Death Benefit Calculations
         [to be provided]
    


                                          A-1

<PAGE>


   
Appendix B

The material terms of the Policies  issued prior to March 1, 1996,  which differ
from Policies issued beginning March 1, 1996, are described below. The pre-March
Policies will be amended by endorsement containing the applicable March 1, 1996,
terms as soon as the  endorsement  forms are approved by the New York  Insurance
Department and Transamerica can administratively  endorse the pre-March 1, 1996,
Policies.

For policies issued pre-March 1, 1996, the following terms apply:

Other    Charges and Deductions (page 9) and Administrative  Charges (page 33) A
         Policy Fee of $30 (or 2% of Policy  Value,  if less) is deducted at the
         end of
the Policy Year regardless of the Policy Value.

Payments on Death Before the Annuity Date (page 16)
         The death  benefit  payable  for a  pre-March  1, 1996  Policies is the
greater of (a) the Policy Value or (b) all Premiums  paid to the Policy less any
withdrawals and applicable premium taxes.

Contingent Deferred Sales Load (page 32)
         Any  Premiums  that have been held by  Transamerica  for at least seven
Policy  Years  and  not  previously  withdrawn  may  be  withdrawn  free  of any
Contingent  Deferred Sales Load. In addition,  any portion of a free  withdrawal
amount  equal to 10% of  Premiums  held at least one but less than seven  Policy
Years prior to the day of withdrawal, not adjusted for any withdrawals deemed to
be made from such Premiums,  maybe  withdrawn each year after the first complete
Policy Year without imposition of any CDSL.
    

                                          A-2

<PAGE>

                     STATEMENT OF ADDITIONAL INFORMATION FOR


                      DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE
                             VARIABLE ANNUITY POLICY

                                    Issued By
                    First Transamerica Life Insurance Company



   
         The Statement of Additional Information expands upon subjects discussed
in the current Prospectus for the Dreyfus/Transamerica Triple Advantage Variable
Annuity Policy ("Policy") issued by First  Transamerica Life Insurance  Company.
The Owner may obtain a copy of the Prospectus dated May 1, 1996, as supplemented
from time to time,  by writing to First  Transamerica  Life  Insurance  Company,
Annuity  Service Center,  P.O. Box 30757,  Los Angeles,  California  90030-0757.
Terms used in the current  Prospectus  for the Policy are  incorporated  in this
Statement.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  IS NOT A PROSPECTUS  AND
SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.

                                                Dated May 1, 1996
    




<PAGE>



TABLE OF CONTENTS

                                      Page
THE POLICY (page 23)................................................3
DOLLAR COST AVERAGING (page 26).....................................3
NET INVESTMENT FACTOR (page 25).....................................3
ANNUITY PERIOD (page 34)............................................4
         Variable Annuity Units and Payments........................4
         Variable Annuity Unit Value................................4
         Transfers After the Annuity Date...........................4
GENERAL PROVISIONS..................................................4
         IRS Required Distributions.................................4
         Non-Participating..........................................4
         Misstatement of Age or Sex.................................4
         Proof of Existence and Age.................................5
         Assignment.................................................5
         Annuity Data...............................................5
         Annual Report..............................................5
         Incontestability...........................................5
         Ownership..................................................5
         Entire Contract............................................5
         Changes in the Policy......................................5
         Protection of Benefits.....................................5
         Delay of Payments..........................................5
         Notices and Directions.....................................6
CALCULATION OF YIELDS AND TOTAL RETURNS (page 17)...................6
         Money Market Sub-Account Yield Calculation.................6
         Other Sub-Account Yield Calculations.......................7
         Standard Total Return Calculations.........................7
         Hypothetical Performance Data..............................8
         Other Performance Data.....................................8
HISTORIC PERFORMANCE DATA...........................................8
         General Limitations........................................8
         Sub-Account Performance Figures............................9
         Hypothetical Sub-Account Performance Figures..............10
         Portfolio Performance Figures.............................11
FEDERAL TAX MATTERS (page 36)......................................12
         Taxation of Transamerica..................................13
         Tax Status of the Policies................................13
DISTRIBUTION OF THE POLICY (page 39)...............................14
SAFEKEEPING OF ACCOUNT ASSETS (page 19)............................14
TRANSAMERICA (page 19).............................................14
         General Information and History...........................14
STATE REGULATION (page 19).........................................15
RECORDS AND REPORTS................................................15
FINANCIAL STATEMENTS...............................................15
APPENDIX..........................................................A-1
         Annuity Transfer Formula.................................A-1

(Additional  page  references  refer  to the  current Prospectus.)

<PAGE>



THE POLICY

         As a supplement to the  description  in the  Prospectus,  the following
         provides  additional  information  about  the  Policy  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 in the
         receiving  Sub-Account(s)  to which monthly  transfers  were made to be
         less than $1,000.  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  $1,000;  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
         $1,000;  or (c)  submit  an  additional  Premium  (subject  to the $500
         minimum) to make the value of the Sub-Account  equal to or greater than
         $1,000;   or  (d)   transfer   the  entire   value  of  the   receiving
         Sub-Account(s)  back into the  Sub-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,  Transamerica  reserves  the right to transfer the value of the
         receiving  Sub-Account(s)  back  into the  Sub-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 allowable
         transfers per Policy 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 "exdividend"  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 this Policy times the number of
         calendar days in the current Valuation Period. Where (d) is
                  The daily  Administrative  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 on which the New York
         Stock Exchange is open. We currently  expect that there will not be any
         days on which the Exchange will be open and our Service  Office will be
         closed.


    

<PAGE>



ANNUITY PERIOD

                  The  Variable   Annuity  Options  provide  for  payments  that
         fluctuate or vary in dollar amount, based on the investment performance
         of the selected 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
         Policy  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.

         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 25 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 on
         the tenth day of the month preceding payment.
                  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
                  If any Owner  under a  Non-Qualified  Policy  dies  before the
         entire interest in the Policy is distributed,  the value generally must
         be  distributed  to the  designated  Beneficiary  so  that  the  Policy
         qualifies as an annuity under the Code. (See "Federal Tax Matters" page
         12.)

         Non-Participating
                  The Policies are  non-participating.  No dividends are payable
         and the Policies  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,  the Annuity Payments under the
         Policy 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.

 
<PAGE>




         Proof of Existence and Age
                  Before making any payment under the Policy,  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 Policy.

         Assignment
                  No  assignment  of a Policy  will be binding  on  Transamerica
         unless made in writing and given to Transamerica at its Service Office.
         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 Policy Year prior to the Annuity Date,  the
         Owner will be given a report of the current  Policy Value  allocated to
         each  Sub-Account.  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
                  The Policies are incontestable from the Policy Date.

         Ownership
                  Only the Owner will be entitled  to the rights  granted by the
         Policy, or allowed by Transamerica under the Policy. If the Owner dies,
         the rights of the Owner  belong to the  estate of the Owner  unless the
         Owner has previously named an Owner's Beneficiary.

         Entire Contract
                  Transamerica  has  issued  the  Policy  in  consideration  and
         acceptance of the  application  and payment of the Initial  Premium.  A
         copy of the  application  is  attached to and is part of the Policy and
         along with the Policy  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 Policy when issued.

         Changes in the Policy
                  Only two authorized officers of Transamerica, acting together,
         have the  authority to bind  Transamerica  or to make any change in the
         Policy 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  Policy,  except as
         expressly provided in the Policy, without the Owner's consent. However,
         Transamerica may change or amend the Policy if such change or amendment
         is  necessary  for the Policy 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 Policy  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

      

<PAGE>



         permitted to postpone such payment if: (1) the New York Stock  Exchange
         is closed for other than usual weekends or holidays,  or trading on the
         Exchange is otherwise restricted; or (2) an emergency exists as defined
         by  the  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 Policy  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  Premiums,  transfers by
         investors  or  otherwise.  During this period,  the amount  transferred
         would not be invested in a Sub-Account.

         Notices and Directions
                  We will not be bound by any authorization, direction, election
         or notice which is not in writing,  or in a form and manner  acceptable
         to Transamerica, and received at our Service Office.
                  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  at the beginning of such seven-day  period,  dividing such
         net change in Policy 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 Policy Value  reflects
         the  deductions  for the annual  Policy Fee, the  Mortality and Expense
         Risk Charges 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  Series 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 Series or
         substitute  funding  vehicle,   the  types  and  quality  of  portfolio
         securities held by the Money Market Series or substitute

                                                   

<PAGE>



         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 Premiums) that may be applicable to a Policy.

         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 Policies. The yield calculations
         do not reflect the effect of any  Contingent  Deferred  Sales Load that
         may be applicable to a particular  Policy.  Contingent  Deferred  Sales
         Load  range  from 6% to 0% of the  amount  of  Policy  Value  withdrawn
         depending  on the  elapsed  time  since  the  receipt  of each  Premium
         attributable to the portion of the Policy 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 Loads 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.

         The Variable  Fund has provided  the  performance  data for the Managed
Assets, Zero Coupon 2000, Quality Bond, Small Cap, Capital Appreciation,  Growth
and Income, and International  Equity  Portfolios.  The Stock Index Fund and the
Socially  Responsible Fund have provided their performance data. The Sub-Account
performance  data is derived  from the data  provided by the Funds.  None of the
Funds  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.



                                     

<PAGE>



Sub-Account Performance Figures

         The  charts  below  show  the  historical   performance  data  for  the
Sub-Accounts since each Sub-Account's commencement of operations.

         The standard  average annual total return  (assuming  deduction for any
applicable Contingent Deferred Sales Load) for each Sub-Account is as follows:

   
             SUB-ACCOUNT             For the 1-year        For the period from
      (date of commencement of        period ending  commencement of Sub-Account
      operation of Sub-Account)         12/31/95        operations to 12/31/95

     Managed Assets (2/18/93)      -5.88%                                
     Zero Coupon 2000 (2/18/93)    10.95%                                 
     Quality Bond (2/18/93)        13.51%                                 
     Small Cap (2/18/93)             23.44%                               
     Capital Appreciation (4/5/93)  27.42%                                
     Stock Index (2/18/93)          30.52%                                
     Socially Responsible (10/7/93) 28.27%                                
     International Equity (  /  /  )       1.22%                      x.xx
     Growth & Income (  /  /  )           54.18%                      x.xx
     Money Market (  /  /  )              -1.27%                     x.xx
    


         The nonstandard  average annual total return (assuming no deduction for
any  applicable  Contingent  Deferred  Sales  Load) for each  Sub-Account  is as
follows:

             SUB-ACCOUNT             For the 1-year      For the period from
      (date of commencement of        period ending  commencement of Sub-Account
      operation of Sub-Account)         12/31/94       operations to 12/31/94

   
     Managed Assets (2/18/93)                                        
     Zero Coupon 2000 (2/18//93)                                     
     Quality Bond (2/18/93)                                          
     Small Cap (2/18/93)                                             
     Capital Appreciation (4/5/93)                                   
     Stock Index (2/18/93)                                           
     Socially Responsible (10/7/93)                                  
    


         Nonstandard  performance  data will only be  disclosed  if the standard
performance data for the required periods is also disclosed.



                                               
<PAGE>



         The cumulative total return for the  Sub-Accounts,  for the period from
the  Sub-Account's  commencement of operations to 12/31/94,  on a standard basis
(assuming deduction for any applicable  Contingent Deferred Sales Load) and on a
nonstandard basis (assuming no deduction for any applicable  Contingent Deferred
Sales Load), is as follows:

             SUB-ACCOUNT                Standard             Nonstandard
      (date of commencement of
      operation of Sub-Account)

   
     Managed Assets (2/18/93)                                        
     Zero Coupon 2000 (2/18/93)                                      
     Quality Bond (2/18/93)                                          
     Small Cap (2/18/93)                                             
     Capital Appreciation (4/5/93)                                   
     Stock Index (2/18/93)                                           
     Socially Responsible (10/7/93)                                  
    


Hypothetical Sub-Account Performance Figures

         The charts below show  "hypothetical"  historical  performance data for
the  Sub-Accounts,   including  the  periods  prior  to  the  inception  of  the
Sub-Accounts,  based on the performance of the corresponding Portfolio since its
inception date, with a level of charges equal to those currently  assessed under
the  Contracts.  These figures are not an  indication  of the present,  past, or
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  hypothetical   standard  average  annual  total  return  (assuming
deduction  for  any  applicable   Contingent   Deferred  Sales  Load)  for  each
Sub-Account is as follows:

               SUB-ACCOUNT              For the 5-year      For the period from
        (date of commencement of       period ending commencement of Sub-Account
  operation of Corresponding Portfolio)    12/31/94       operations to 12/31/94

   
     Managed Assets (8/31/90)             -5.88%                     5.10
     Zero Coupon 2000 (8/31/90)            10.95                      9.63
     Quality Bond (8/31/90)                13.51                      8.82
     Small Cap (8/31/90)                   23.44                     53.51
     Capital Appreciation (4/5/93)         27.42                     12.40
     Growth and Income (12/15/94)a/        54.18                      52.05
                                 --                                        
     International Equity (12/15/94)a/      1.22                       1.50
                                    --                                     
     Stock Index (9/29/89)                 30.52                      1.67
     Socially Responsible (10/7/93)        28.27                     15.47
    

a/ No performance data is included for these Portfolios because they had been in
operation for only two weeks during 1994.



                         <PAGE>




         The hypothetical  nonstandard  average annual total return (assuming no
deduction  for  any  applicable   Contingent   Deferred  Sales  Load)  for  each
Sub-Account is as follows:

               SUB-ACCOUNT              For the 5-year      For the period from
  (date of commencement of         period ending    commencement of Sub-Account
operation of Corresponding Portfolio)    12/31/94       operations to 12/31/94

   
     Managed Assets (8/31/90)                                             
     Zero Coupon 2000 (8/31/90)                                           
     Quality Bond (8/31/90)                                               
     Small Cap (8/31/90)                                                  
     Capital Appreciation (4/5/93)                                        
     Growth and Income (12/15/94)                                        
                                 --                                      
     International Equity (12/15/94)                                     
                                    --                                   
     Stock Index (9/29/89)                                                
     Socially Responsible (10/7/93)                                       
    

       
     The  hypothetical  cumulative  total return for the  Sub-Accounts,  for the
period  from the  Portfolio's  commencement  of  operations  to  12/31/94,  on a
standard basis (assuming deduction for any applicable  Contingent Deferred Sales
Load)  and a  nonstandard  basis  (assuming  no  deduction  for  any  applicable
Contingent Deferred Sales Load), is as follows:

             SUB-ACCOUNT                Standard             Nonstandard
      (date of commencement of
       operation of Portfolio)

   
     Managed Assets (8/31/90)                                        
     Zero Coupon 2000 (8/31/90)                                      
     Quality Bond (8/31/90)                                          
     Small Cap (8/31/90)                                             
     Capital Appreciation (4/5/93)                                   
     Growth and Income (12/15/94)                                   
                                 --                                 
     International Equity (12/15/94)                                
     Stock Index (9/29/89)                                           
     Socially Responsible (10/7/93)                                  
    

       
Portfolio Performance Figures

         Transamerica  may also disclose  performance data for the Portfolios of
the Variable  Fund,  and for the Stock Index Fund and the  Socially  Responsible
Fund.  This  performance  data may include  disclosure  for periods prior to the
dates  the  Sub-Accounts  commenced  operations.  It does not  include  separate
account charges which, if included, would reduce the performance figures.


                                            

<PAGE>



         The  charts  below  show  the  historical   performance  data  for  the
Portfolios since each Portfolio's commencement of operations.

The average annual total return for each Portfolio is as follows:

                                                                 For the period
                                                                 from commence-
                                                                        ment of
        PORTFOLIO              For the 1-year    For the 5-year       Portfolio
(date of commencement of        period ending     period ending   operations to
operation of Portfolio)          12/31/94          12/31/94          12/31/94

   
     Managed Assets (8/31/90)      
     Zero Coupon 2000 (8/31/90)    
     Quality Bond (8/31/90)        
     Small Cap (8/31/90)           
     Capital Appreciation (4/5/93) 
     Growth and Income (12/15/94)  
                                 --
                                   
                                   
     Stock Index (9/29/89)         
     Socially Responsible (10/7/93)
    

       
     The  cumulative  total  return for each  Portfolio  for the period from the
Portfolio's commencement of operations to 12/31/94 is as follows:

                                                           For the period from
        PORTFOLIO                   For the 5-year            commencement of
    of commencement of             period ending        Portfolio operations to
      operation of Portfolio)               12/31/94                  12/31/94

   
     Managed Assets (8/31/90)                                                 
     Zero Coupon 2000 (8/31/90)                                               
     Quality Bond (8/31/90)                                                   
     Small Cap (8/31/90)                                                      
     Capital Appreciation (4/5/93)                                            
     Growth and Income (12/15/94)                                            
                                 --                                          
     International Equity (12/15/94)                                         
                                    --                                       
     Stock Index (9/29/89)                                                    
     Socially Responsible (10/7/93)                                           
    


       
FEDERAL TAX MATTERS
     The Dreyfus/Transamerica  Triple Advantage Variable Annuity is designed for
use by individuals in retirement  plans which may or may not be plans  qualified
for special tax  treatment  under  Section 408 of the  Internal  Revenue Code of
1986, as amended (the "Code").  The ultimate  effect of federal  income taxes on
the Policy Value, on Annuity

                                                   

<PAGE>



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 Policy 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 Policy.  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 Policy.
     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  Policies) in order to set aside  provisions to pay
such taxes.

Tax Status of the Policies
     Section  817(h) of the Code  requires  that with  respect to  Non-Qualified
Policies, the investments of the Funds be "adequately diversified" in accordance
with  Treasury  regulations  in order for the  Policies  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  policies  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate accounts used to support their policies. In those circumstances, income
and gains from the separate  account  assets would be includible in the variable
policy  owner's  gross  income.  The IRS has stated in published  rulings that a
variable policy owner will be considered the owner of separate account assets if
the policy 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 Policy are similar to, but  different  in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that owners were not owners of separate account assets.  For example,
the Owner has additional  flexibility in allocating  premium payments and Policy
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  Policy 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 Policy to provide
that (a) if any Owner  dies on or after the  Annuity  Date but prior to the time
the entire interest in the Policy 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 Policy will be
distributed within five years after the date of

                                              

<PAGE>



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 that 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 Policy  passes by reason of death.  However,  if the Owner's  "designated
beneficiary" is the surviving  spouse of the Owner,  the Policy may be continued
with the surviving spouse as the new owner.
     The Non-Qualified  Policies 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.  Trans- america 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 Policies.

DISTRIBUTION OF THE POLICY
     Transamerica Securities Sales Corporation ("TSSC") is principal underwriter
of the Policies. 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.

SAFEKEEPING OF ACCOUNT ASSETS
     Title to assets of the Variable Account is held by Transamerica. The assets
are kept separate and apart from Transamerica's  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  is  wholly-owned  by  Transamerica  Occidental Life Insurance
Company, which is, in turn, an indirect subsidiary of 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.



                                                                   

<PAGE>


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  Policy
rights  and  provisions  depends  on state  approval  and/or  filing  and review
processes.  Where  required by state law or  regulation,  the  Policies  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  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, 1995.
    
     The 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  Policies.  They should not be
considered as bearing on the  investment  performance  of the assets held in the
Variable Account.


                                                                  
<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  First  Transamerica  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 Company, 
                  Transamerica Financial Resources, Inc., Dreyfus
                  Service Corporation, and Dreyfus Service Organization, Inc.(4)
         (b)      Principal Agency Agreement between First Transameric a Life 
                    Insurance Company and
                  Dreyfus Service Organization, Inc.(3)
         (c)      Distribution Agreement between First Transamerica Life 
                    Insurance Company and Dreyfus
                  Service Corporation.(3)
         (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. (5)
         (f)      Amendment Dated as of August 31, 1993 to Principal Agency 
                    Agreement between First
                  Transamerica Life Insurance Company and Dreyfus Service
                     Organization, Inc. (5)
         (g)      Amendment Dated as of August 31, 1993 to Distribution 
                    Agreement between  First
                  Transamerica Life Insurance Company and Dreyfus Service
                    Corporation. (5)

    (4)  Policy Form and Endorsements. (5)
         (a)      Form of Flexible Premium Multi-Funded Individual Deferred 
                        Annuity Policy.
         (b)      Form of IRA Endorsement.
         (c)      Form of Automatic Payout Option Endorsement.
         (d)      Form of Dollar Cost Averaging Option Endorsement.
         (e)      Form of Systematic Withdrawal Option Endorsement.
         (f)      Form of Unisex Annuity Rates Endorsement.

    (5) Form of Application. (5)

    (6)  (a)      Declaration of Intention and Charter of Transamerica.(1)
         (b)      By-Laws of Transamerica.(1)

    (7) Not applicable.



                                       C-1

<PAGE>



    (8)  (a)      Participation Agreement between First Transamerica Life 
                    Insurance Company and Dreyfus
                  Variable Investment Fund.(3)
         (b)      Participation Agreement between First Transamerica Life 
                    Insurance Company and Dreyfus Life
                  and Annuity Index Fund, Inc.(3)
         (c)      Participation Agreement between First Transamerica Life 
                    Insurance Company and The Dreyfus
                  Socially Responsible Growth Fund, Inc. (5)
         (d)      Administrative Services Agreement (Draft)  between First
                    Transamerica Life Insurance
                  Company and Vantage Computer Systems, Inc.(3)

    (9)  (a)      Opinion and Consent of Counsel.(5)

    (10) (a)      Consent of Counsel.(5)
         (b)      Consent of Independent Auditors .(5)

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

    (12) Not applicable.

    (13) Performance Data Calculations.(5)

    (14) Powers of Attorney.
         (a)      Marc C. Abrahms(5)
         (b)      Barbara Biben(5)
         (c)      James T. Byrne, Jr.(5)
   
         (d)      Thomas J. Cusack
         (e)      James W. Dederer(2)
         (f)      John A. Fibiger(2)
         (g)      David E. Gooding(2)
         (h)      James Inzerillo(5)
         (i)      Daniel E. Jund
         (j)      Cecelia Kempler(5)
         (k)      Charles E. LeDoyen(2)
         (l)      John A. Paganelli(2)
         (m)      James B. Roszak(2)
                                     
                                       
    


(1)      Filed with initial filing of the Form N-4 Registration Statement, 
          File No. 33-55152 (December 1, 1992).

(2)      Filed with Pre-Effective Amendment No.1 to the Form N-4 Registration 
          Statement, File No. 33-55152
         (February 10, 1993).

(3)      Incorporated   by   reference   to   the   like-numbered   exhibit   to
         Post-Effective Amendment No.1 to the Form N-4 Registration Statement of
         Transamerica Occidental Life Insurance Company's Separate Account
         VA-2L, File No. 33-49998 (April  30, 1993).

(4)      Filed with Post-Effective Amendment No. 1 to the Form N-4 Registration
           Statement, File No.  33-55152 (June 8, 1993).

(5)      Filed with Post-Effective Amendment No. 2 to the Form N-4 Registration
          Statement, File No. 33-

                                       C-2

<PAGE>



         55152 (April 29, 1994).

   
(6)      Filed with Post-Effective Amendment No. 3 to the Form N-4 Registration
           Statement File No. 33-55152
         (April 29, 1995).               

(7)      Filed herewith.
    
Item 25.  Directors and Officers of the Depositor

         Name and Principal
         Business Address  Position and Offices with Depositor

         James W. Dederer, CLU*     Chairman of the Board, General
                                    Counsel, Corporate Secretary and Director
   
         John A. Paganelli**    President, Chief Executive Officer and Director
                                                             
         Robert Rubinstein**    Senior Vice President,  Chief Actuary & 
                                   Assistant Secretary
         William  Hurst*             Assistant Secretary
         Sally Yamada                Treasurer
         Wilbur L. Fulmer*           Tax Officer
                                                               
         Martin V. Mandato           Second Vice President and Director of
                                         Operations
         Alexander Smith, Jr.**      Vice President and Controller
         James D. Lamb, FSA          Vice President and Actuary
         Katherine Lomeli           Vice President and Assistant Secretary
         William J. Lyons**                 Vice President and Chief Underwriter
         Alison B. Pettingall               Vice President - Marketing
         Joan L. Robi son**                 Second Vice President
         Michael Kappos**                   Vice President & Chief 
                                             Administrative Officer
                                                                       
         Marc C. Abrahms***                 Director
         Thomas J. Cusack                   Director
         David E. Gooding*                  Director
                                                    
         Daniel E. Jund                     Director
         Charles E. LeDoyen*                Director
         John Fibiger*                      Director
         James B. Roszak*                   Director
         James Inzerillo++                  Director
         James T. Byrne, Jr.****            Director
         Cecelia Kempler+++                 Director
         Barbara Biben++++                  Director
                                                    
    



*        The address of the officers so indicated is 1150 South Olive Street, 
Los Angeles, CA, 90015
**       The address of the officers so indicated is 575 Fifth Avenue,
New York, NY, 10017
***      The address of the director so indicated is 375 Willard Avenue, 
Newington, CT  06131
****     The address of the director so indicated is 280 Park Avenue, 
New York, NY  10017
+        The address of the director so indicated is 1290 Avenue of the
Americas, New York, NY 10104
++       The address of the director so indicated is 12 Wayburn Road, 
Scarsdale, NY 10583 (home address-retired)
+++      The address of the director so indicated is 125 West 55th Street,
New York, NY  10019
++++     The address of the director so indicated is 311 Alexander Street, 
Rochester, NY 14604

                                       C-3

<PAGE>






                                       C-4

<PAGE>



         The   Depositor,    First    Transamerica    Life   Insurance   Company
(Transamerica),  is  wholly  owned by  Transamerica  Occidental  Life  Insurance
Company. The Registrant is a segregated asset account of Transamerica.

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

                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                     WITH STATE OR COUNTRY OF INCORPORATION


Transamerica Corporation


ARC Reinsurance Corporation - Hawaii

*Coast Service Company - California

*Inter-America Corporation - California

*Mortgage Corporation of America - California

Pyramid Insurance Company, Ltd. - Hawaii
         Pacific Cable Ltd. - Bermuda
                  TC Cable, Inc. (25% ownership) - Delaware

River Thames Insurance Company Ltd. (51% ownership) - United Kingdom

RTI Holdings, Inc. - Delaware

*TCS Inc. - Delaware

Trans International Entities Inc. - Delaware

Transamerica Airlines, Inc. - Delaware

Transamerica Asset Management Group, Inc. - Delaware

*Transamerica Corporation (Oregon) - Oregon

ss.Transamerica Delaware, L.P. - Delaware

Transamerica Finance Group, Inc. - Delaware
         BWAC Twelve, Inc. - Delaware
                  Transamerica Insurance Finance Corporation - Maryland
                       Transamerica Insurance Finance Corporation, California -
                             California
                           Transamerica Insurance Finance Corporation, Canada -
                             Canada
                       Transamerica Insurance Finance Company (U.K.) - Maryland
         Transamerica Financial Services Finance Company - Delaware
              (TFG owns 100% of common stock; TFC owns 100% of preferred stock)
         Transamerica HomeFirst, Inc. - California
         Transamerica Finance Corporation - Delaware
                  Arcadia General Insurance Company - Arizona
                  Arcadia National Life Insurance Company - Arizona

                                       C-5

<PAGE>



                  First Credit Corporation - Delaware
                  *Pacific Agency, Inc. - Indiana
                  Pacific Finance Loans - California
                  Pacific Service Escrow Inc. - Delaware
                  Transamerica Acceptance Corporation - Delaware

                  Transamerica Credit Corporation - Nevada
                  Transamerica Credit Corporation - Washington
                Transamerica Financial Consumer Discount Company - Pennsylvania
                  Transamerica Financial Corporation - Nevada
                Transamerica Financial Professional Services, Inc. - California
                Transamerica Financial Services, Inc. - British Columbia
                  Transamerica Financial Services - California

                           NAB Services, Inc. - California
                  Transamerica Financial Services - Wyoming
                  Transamerica Financial Services Company - Ohio
                  Transamerica Financial Services, Inc. - Alabama
                  Transamerica Financial Services, Inc. - Arizona
                  Transamerica Financial Services, Inc. - Kansas
                  Transamerica Financial Services Inc. - Minnesota
                  Transamerica Financial Services, Inc. - New Jersey
                  Transamerica Financial Services, Inc. - Texas
                  Transamerica Financial Services (Inc.) - Oklahoma
                  Transamerica Financial Services of Dover, Inc. - Delaware
                  Transamerica Insurance Administrators, Inc. - Delaware
                  TELCO Holding Co., Inc. - Delaware

                  Transamerica Commercial Finance Corporation, I - Delaware
                           BWAC Credit Corporation - Delaware
                           BWAC International Corporation - Delaware
                           MRTO Holdings, Inc. - Delaware
                           Transamerica Business Credit Corporation - Delaware
                           Transamerica Inventory Finance Corporation - Delaware
                                    Transamerica Commercial Finance Corporation
                                        - Delaware
                                            TCF Asset Management Corporation - 
                                                  Colorado
                           BWAC Seventeen, Inc. - Delaware
                                  Transamerica Commercial Finance Corporation, 
                                        Canada - Canada
                                            TCF Asset Management Corporation,
                                                  Canada - Canada
                                                Macey (North) Limited - Ontario
                                            TCF Commercial Leasing Corporation,
                                                       Canada - Ontario
                                    Transamerica Commercial Finance Canada, 
                                        Limited - Ontario
                         Transamerica Insurance Administrators, Inc. - Delaware
                              Arcadia National Life Insurance Company - Arizona
                           BWAC Twenty, Inc. - Delaware
                                    Arcadia General Insurance Company - Arizona
                           Transamerica Commercial Finance France S.A. - France
                           BWAC Twenty-One, Inc. - Delaware
                      Transamerica Commercial Holdings Limited - United Kingdom
                                        Transamerica Trailer Leasing Limited -
                                               United Kingdom (51%)
                       Transamerica Commercial Finance Limited - United Kingdom
                           Transamerica GmbH Inc. - Delaware

                                       C-6

<PAGE>



                      Transamerica Financieringsmattschappij B.V. - Netherlands
                                    *Transamerica Finanzierungs GmbH - Germany
                           (BWAC Twenty-One, Inc./Transamerica GmbH Inc.)
                                    Transamerica Finanzierungs GmbH - Germany
                           Transamerica Rental Finance Corporation - Delaware
                  TA Leasing Holding Co., Inc. - Delaware
                           Transamerica Leasing Inc. - Delaware
                                 Transamerica Leasing Holdings, Inc. - Delaware
                                          Intermodal Equipment, Inc. - Delaware
                                            Transamerica Leasing N.V. - Belgium
                                              Transamerica Leasing Srl. - Italy
                                            Transamerica Container Acquisition 
                                                       Corporation -  Delaware
                                          Transamerica Container Acquisition II
                                                       Corporation - Delaware
 Transamerica Distribution Services Inc. - Delaware
 Transamerica Leasing Coordination Center - Belgium
 Transamerica Leasing do Brasil S/C Ltda. - Brazil
 Transamerica Leasing GmbH - Germany
 Transamerica Leasing (HK) Ltd. - Hong Kong
 Transamerica Leasing Limited - United Kingdom
          ICS Terminals (U.K.) Limited - United Kingdom
 Transamerica Leasing Pty. Ltd. - Australia
 Transamerica Leasing (Canada) Inc. - Canada
 Transamerica Tank Container Leasing Pty. Limited -
   Australia
 Transamerica Trailer Holdings I Inc. - Delaware
 Transamerica Trailer Holdings II Inc. - Delaware
 Transamerica Trailer Holdings III - Delaware
 Transamerica Trailer Leasing AB - Sweden
 Transamerica Trailer Leasing (Belgium) N.V. -
   Belgium

 Transamerica Trailer Leasing (Netherlands) B.V. -
   Netherlands
 Transamerica Trailer Leasing A/S - Denmark
 Transamerica Trailer Leasing GmbH - Germany
   Transamerica Trailer Leasing S.A. - France
   Transamerica Trailer Leasing S.p.A. - Italy
   Transamerica Trailer Spain, S.A. - Spain
   Transamerica Transport Inc. - New Jersey


*Transamerica Homes, Inc. - Delaware


Transamerica Information Management Services, Inc. - Delaware


Transamerica Insurance Corporation of California - California
         Arbor Life Insurance Company - Arizona
         Plaza Insurance Sales, Inc. - California
         *Transamerica Advisors, Inc. - California
         Transamerica Annuity Service Corporation - New Mexico
         Transamerica Financial Resources, Inc. - Delaware
                  Financial Resources Insurance Agency of Texas, Inc. - Texas

                                       C-7

<PAGE>



                  TBK Insurance Agency of Ohio - Ohio
           Transamerica Financial Resources Insurance Agency of Alabama, Inc. -
                    Alabama
            Transamerica Financial Resources Insurance Agency of Massachusetts,
                    Inc. - Massachusetts
         Transamerica Securities Sales Corporation - Maryland
         Transamerica International Insurance Services, Inc. - Delaware
                  Home Loans & Finance Limited - United Kingdom
         Transamerica Occidental Life Insurance Company - California
                  First Transamerica Life Insurance Company - New York
                  *NEF Investment Company - Delaware
                  Transamerica Life Insurance and Annuity Company - California
                           Transamerica Assurance Company - Colorado
                    Transamerica Occidental Life Insurance Company of Illinois
                            - Illinois
                  Transamerica Life Insurance Company of Canada - Canada
                  USA Administration Services, Inc. - Kansas
         Transamerica Products, Inc. - California
                  Transamerica Leasing Ventures, Inc. - California
                  Transamerica Products I, Inc. - California
                  Transamerica Products II, Inc. - California
                  Transamerica Products IV, Inc. - California
         Transamerica Service Company - Delaware

Transamerica International Holdings, Inc. - Delaware
         TC Cable, Inc. (75% ownership)

*Transamerica International Limited - Canada

Transamerica Investment Services, Inc. - Delaware

*Transamerica Land Capital, Inc. - California
         *Bankers Mortgage Company of California - California

Transamerica Overseas Finance Corporation N.V. - Netherlands Antilles

oTransamerica Real Estate Tax Service
         Transamerica Flood Hazard Certification - New Jersey

Transamerica Realty Services, Inc. - Delaware
         *The Gilwell Company - California
         Pyramid Investment Corporation - Delaware
         Transamerica Minerals Company - California
         Transamerica Oakmont Corporation - California
         Transamerica Properties, Inc. - Delaware
         Transamerica Real Estate Management Co. - California
         Transamerica Retirement Management Corporation - Delaware
         Ventana Inn, Inc. - California



*Transamerica Systems Corporation - Delaware

Transamerica Telecommunications Corporation - Delaware


                                       C-8

<PAGE>





                         *Designates INACTIVE COMPANIES
                     oA Division of Transamerica Corporation
         ss.Limited Partner; Transamerica Corporation is General Partner


Item 27. Number of Policy Owners

   
         As of  April 1 , 199 6, there were     Owners of  Non-Qualified 
Individual Policies and     Owners of  Qualified Individual Policies.
    

Item 28.  Indemnification

         Transamerica's Bylaws provide in Article VIII as follows:

         Section 1. Indemnification:  (a) The Corporation shall indemnify to the
fullest  extent now or  hereafter  provided  for or permitted by law each person
involved  in, or made or  threatened  to be made a party to, any  action,  suit,
claim or  proceeding,  whether civil or criminal,  including any  investigative,
administrative, legislative, or other proceeding, and including any action by or
in the right of the Corporation or any other  corporation,  or any  partnership,
joint  venture,  trust,  employee  benefit plan, or other  enterprise  (any such
entity,  other  than  the  Corporation,  being  hereinafter  referred  to  as an
"Enterprise"),  and including  appeals therein (any such action or process being
hereinafter  referred  to as a  "Proceeding"),  by  reason of the fact that such
person,  such person's testator or intestate (i) is or was a director or officer
of  the  Corporation,  or  (ii)  is or  was  serving,  at  the  request  of  the
Corporation,  as a director,  officer,  or in any other  capacity,  of any other
Enterprise,  against any and all  judgments,  amounts  paid in  settlement,  and
expenses,  including  attorneys'  fees,  actually and  reasonably  incurred as a
result of or in connection with any Proceeding, except as provided in Subsection
(b) below.

         (b) No indemnification shall be made to or on behalf of any such person
if a judgment or other  final  adjudication  adverse to such person  establishes
that such person's acts were committed in bad faith or were the result of active
and  deliberate  dishonesty  and  were  material  to  the  cause  of  action  so
adjudicated, or that such person personally gained in fact a financial profit or
other advantage to which such person was not legally entitled.  In addition,  no
indemnification  shall be made with respect to any  Proceeding  initiated by any
such  person  against  the  Corporation,   or  a  director  or  officer  of  the
Corporation,  other than to enforce the terms of this Article VIII,  unless such
Proceeding was authorized by the Board of Directors. Further, no indemnification
shall be made with respect to any  settlement or  compromise  of any  Proceeding
unless and until the Corporation has consented to such settlement or compromise.

         (c) Written notice of any Proceeding for which  indemnification  may be
sought by any person shall be given to the  Corporation as soon as  practicable.
The  Corporation  shall then be permitted to  participate  in the defense of any
such proceeding or, unless  conflicts of interest or position exist between such
person and the  Corporation  in the  conduct  of such  defense,  to assume  such
defense.  In the event  that the  Corporation  assumes  the  defense of any such
Proceeding,  legal  counsel  selected  by the  Corporation  shall be  reasonably
acceptable to such person.  After such an assumption,  the Corporation shall not
be liable to such person for any legal or other expenses  subsequently  incurred
unless such expenses have been expressly  authorized by the Corporation.  In the
event that the Corporation  participates in the defense of any such  Proceeding,
such person may select  counsel to represent him in regard to such a Proceeding;
however,  such person shall cooperate in good faith with any request that common
counsel be utilized by the parties to any Proceeding who are similarly situated,
unless to do so would be  inappropriate  due to actual  or  potential  differing
interests between or among such parties.

         (d) In making any determination  regarding any person's  entitlement to
indemnification  hereunder, it shall be presumed that such person is entitled to
indemnification, and the Corporation shall have the burden of

                                       C-9

<PAGE>



proving the contrary.

         Section 2. Advancement of Expenses.  Except in the case of a Proceeding
against a director,  officer, or other person specifically approved by the Board
of Directors,  the Corporation shall,  subject to Section 1 of this Article VIII
above, pay expenses  actually and reasonably  incurred by or on behalf of such a
person in defending any  Proceeding in advance of the final  disposition of such
Proceeding.   Such  payments   shall  be  made  promptly  upon  receipt  by  the
Corporation,  from time to time,  of a written  demand by such  person  for such
advancement,  together  with an  undertaking  by or on behalf of such  person to
repay any  expenses  so advanced  to the extent  that the person  receiving  the
advancement is ultimately found not to be entitled to  indemnification  for part
or all of such expenses.

         Section 3.  Rights Not  Exclusive.  The rights to  indemnification  and
advancement  of expenses  granted by or pursuant to this  Article VIII (i) shall
not limit or exclude, but shall be in addition to, any other rights which may be
granted by or pursuant to any statute,  corporate charter, by-law, resolution of
stockholders  or  directors  or  agreement,  (ii) shall be deemed to  constitute
contractual  obligations  of the  Corporation  to any  person  who  serves  in a
capacity  referred to in Section 1 of this  Article  VIII at any time while this
Article  VIII is in effect,  (iii)  shall  continue to exist after the repeal or
modification of this Article VIII with respect to events occurring prior thereto
and (iv)  shall  continue  as to a person  who has  ceased to be a  director  or
officer and shall inure to the benefit of the estate, spouse, heirs,  executors,
administrators  or assigns of such person. It is the intent of this Article VIII
to require the  Corporation to indemnify the persons  referred to herein for the
aforementioned judgments,  amounts paid in settlement,  and expenses,  including
attorneys'  fees, in each and every  circumstance in which such  indemnification
could  lawfully  be  permitted  by  express  provisions  of  by-laws,   and  the
indemnification  required  by this  Article  VIII  shall not be  limited  by the
absence of an express recital of such circumstances.

         Section 4.  Indemnification  of Employees and Others.  The  Corporation
may, from time to time, with the approval of the Board of Directors,  and to the
extent authorized,  grant rights to  indemnification,  and to the advancement of
expenses,  to any employee or agent of the  Corporation or to any person serving
at the request of the  Corporation  as a director  or  officer,  or in any other
capacity,  of any other  Enterprise,  to the fullest extent of the provisions of
this  Article  VIII with  respect  to the  indemnification  and  advancement  of
expenses of directors and officers of the Corporation.

         Section 5.  Authorization  of Contracts.  The Corporation may, with the
approval of the Board of Directors,  enter into an agreement with any person who
is,  or is  about to  become,  a  director,  officer,  employee  or agent of the
Corporation,  or who is  serving,  or is about to serve,  at the  request of the
Corporation,  as a director,  officer,  or in any other  capacity,  of any other
Enterprise,  which agreement may provide for  indemnification of such person and
advancement  of  expenses to such  person  upon  terms,  and to the extent,  not
prohibited by law. The failure to enter into any such agreement shall not affect
or limit the rights of any such person under this Article VIII.

         Section 6.  Insurance.  The Corporation may purchase and maintain 
insurance to indemnify the Corporation and any person eligible to be
indemnified under this Article VIII within the limits permitted by law.

         Section 7.  Severability.  If any provision of this Article VIII is
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby.

         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

                                      C-10

<PAGE>



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 First Transamerica Life Insurance Company
are covered under a Directors  and Officers  liability  program  which  includes
direct  coverage  to  directors  and  officers  (Coverage  A) and for  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.  The term "loss" means any amount which the insureds
are legally  obligated to pay for a claim for Wrongful  Acts. The term "Wrongful
Acts"  means  any  breach  of duty,  neglect,  error,  misstatement,  misleading
statement or omission actually or allegedly 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 $65,000,000 for Coverage A
and  $55,000,000  for  Coverage  B for the policy  year  11/25/93  to  11/25/94.
Coverage B is subject to a self  insured  retention of  $5,000,000.  The primary
policy is with  Corporate  Officers  and  Directors  Assurance  Holding  Limited
(CODA).

Item 29.  Principal Underwriter

         Transamerica  Securities Sales Corporation (TSSC) is the underwriter of
the Policies as defined in the Investment Company Act of 1940.
       
                                                    POSITION AND OFFICES WITH
NAMES AND PRINCIPAL                               TRANSAMERICA SECURITIES SALES
BUSINESS ADDRESS                                    CORPORATION

Barbara A. Kelley                                   President and Director

Dan S. Trivers                                      Senior Vice President

Nicki Bair                                          Vice President

   
                                                        
Chris Shaw                                          Second Vice President
    

Regina M. Fink                                      Secretary and Director

Benjamin Tang                                       Treasurer

James Roszak                                        Director

   
                                                         
Nooruddin Veerjee                                   Director
    



*The  address of the  officers  so  indicates  is 1150 South Olive  Street,  Los
Angeles, CA 90015.


                                      C-11

<PAGE>




       
                                      C-12

<PAGE>



       
                                      C-13

<PAGE>




       
                                      C-14

<PAGE>



       
                                      C-15

<PAGE>



       
                                      C-16

<PAGE>



       
         The  following  table  lists the  amounts  of  commissions  paid to the
         principal underwriter during the last fiscal year.

Name of
Principal          Net Underwriting           Compensation on        Brokerage
Underwriter*    Discounts & Commission          Redemption          Commissions
DSC/TSSC                  -0-                       -0-           $2,553,814.11

Compensation     
     -0-         
       
                 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  Policy  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.


                                      C-17

<PAGE>



                                                    SIGNATURES

   
         Pursuant  to the  requirements  of the  Securities  Act of 1933,  First
Transamerica Life Insurance Company certifies that this Post-Effective Amendment
No.  3  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 PostEffective  Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned in the City of Los Angeles,  State of
California on the day of April, 1996.
    

         SEPARATE ACCOUNT VA-2LNY         FIRST TRANSAMERICA
         OF FIRST TRANSAMERICA            LIFE INSURANCE COMPANY
         LIFE INSURANCE COMPANY           (DEPOSITOR)
         (REGISTRANT)




          BY:________________________
              James W. Dederer,
              Chairman of the Board,
              General Counsel and
              Corporate Secretary

<TABLE>
<CAPTION>

         As Required by the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration
Statement has been signed by the following persons in the capacities and on the date indicated.


Signature                                       Title                                         Date
<S>     <C>    <C>    <C>    <C>             <C>                                              <C>


   
                                          *      President, Chief Executive Officer and           April    , 199 6
- -------------------------------------------                                                                                      
    
John A. Paganelli                               Director


   
                                          *    Vice President and Controller                      April    , 199 6
- -------------------------------------------                                                                                     
    
Alexander Smith                                 (Principal Financial Officer and
                                                Principal Accounting Officer


   
                                         *      Director                                       April     , 199 6
- -------------------------------------------                                                                               
    
Marc C. Abrahms


   
                                         *      Director                                        April     , 199 6
- -------------------------------------------                                                                                
    
Barbara Biben


   
                                         *      Director                                       April     , 199 6
- -------------------------------------------                                                                           
    
James T. Byrne, Jr.


   
__________________*                             Director                                        April    , 1996
                                                                                              
Thomas J. Cusack
    



<PAGE>



   
                                        *       Director                                       April     , 199 6
- ------------------------------------------                                                                             
    
John Fibiger


   
                                        *       Director                                       April     , 199 6
- ------------------------------------------                                                                               
    
David E. Gooding


       
   
                                      *        Director                                        April     , 199 6
- ----------------------------------------                                                                       
    
James Inzerillo


   
_________________*                              Director                                         April     , 1996
Daniel E. Jund


                                     *          Director                                          April     , 199 6
- ---------------------------------------                                                                           
    
Cecilia Kempler


   
                                      *        Director                                         April     , 199 6
- ----------------------------------------                                                                          
    
Charles E. LeDoyen

   
                                      *        Director                                   April     , 199 6
- -----------------------------------------                                                                       
    
James B. Roszak
</TABLE>


   
                                                                       

    
       
   
               On April      , 1996 as Attorney -in-Fact pursuant to powers of
    
*By:  James W. Dederer      attorney previously filed and filed herewith, and 
                            in his own capacity as Chairman of the Board, 
                              General Counsel, Corporate Secretary and Director.


                                      C-19

<PAGE>

As filed with the Securities and Exchange Commission on ____________, 1995
                            Registration No. 33-55152
                                    811-7368

                       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. 4
                                       and
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                 Amendment No. 5

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

                 FIRST TRANSAMERICA LIFE INSURANCE COMPANY
                            (Name of Depositor)

                   575 Fifth Avenue, New York, NY  10017
           (Address of Depositor's Principal Executive Offices)

            Depositor's Telephone Number, including Area Code:
                              (212) 682-8740

Name and Address of Agent for Service:            

James W. Dederer, Esquire                         
Chairman, General Counsel and Corporate Secretary 
First Transamerica Life Insurance Company         
575 Fifth Avenue                            
New York, NY  10017

Copy to:                                      
                                              
Frederick R. Bellamy, Esquire                 
Sutherland, Asbill & Brennan             
1275 Pennsylvania Avenue, N.W.           
Washington, D.C.  20004-2404                       

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

The Registrant has previously filed a declaration of indefinite  registration of
its shares pursuant to Rule 24f-2 under the Investment  Company Act of 1940. The
Rule 24f-2 Notice for the year ended December 31, 1994 was filed on February 26,
1996.

     It is proposed that this filing will become effective:
      immediately upon filing pursuant to paragraph (b)
      on ________________ pursuant to paragraph (b)
   x  60  days  after  filing   pursuant  to  paragraph   (a)(i)  on
      ________________  pursuant to  paragraph  (a)(i) 75 days after
      filing  pursuant  to  paragraph  (a)(ii)  on  ________________
      pursuant to paragraph (a)(ii) of Rule 485

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

<PAGE>


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