SEPARATE ACCOUNT VA 2LNY OF FIRST TRANSAMERICA LIFE INS CO
497J, 1996-02-29
Previous: ARKANSAS BEST CORP /DE/, 8-K, 1996-02-29
Next: TCW DW INCOME & GROWTH FUND, 24F-2NT, 1996-02-29



                             EFFECTIVE MARCH 1, 1996

                                AMENDMENT TO MAY 1, 1995
                                     PROSPECTUS FOR
                         DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE
                              A VARIABLE ANNUITY ISSUED BY
                                   FIRST TRANSAMERICA
                                 LIFE INSURANCE COMPANY


Beginning  March  1,  1996,  the  Policies  described  in  the  above-identified
prospectus  will be issued  with  enhancements  previously  not  available.  The
material  terms of the  Policies  to be issued  beginning  March 1, 1996,  which
differ from the Policies  issued  prior to March 1, and  described in the May 1,
1996,  prospectus are described below. The pages of the May 1, 1995,  prospectus
which discuss these terms are identified below.

RIGHT TO CANCEL (pages 15 and 23)
     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,  plus the
difference between the Premiums paid,  including any fees or other charges,  and
the amount allocated to the Variable Account, within seven days after receipt of
such notice to cancel and the returned Policy.

OWNER/JOINT OWNERS (page 5)
     Joint Owners need not be husband and wife.  Joint Owners own the Policy 
equally with the right of survivorship.  Qualified Policies may not have Joint
Owners.

ALLOCATION OF PREMIUMS (page 24)
     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. For IRAs, on
the  Policy  Date  the  Net  Premium  will  be  allocated  to the  Money  Market
Sub-Account and will not be allocated to the  Sub-Account(s)  in accordance with
the  allocation  percentages  selected by the Owner until 15 calendar days after
the Policy Date.

POLICY FEE (pages 9, 11-12 and 31)
     The $30  Policy  Fee 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.

<PAGE>

CONTINGENT DEFERRED SALES LOAD (pages 9 and 30-31)
     Any Premiums held by Transamerica for 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 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 the Premiums  held a 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 then from Premiums on a first in/first out basis.  After the first
free  withdrawal  in a Policy  Year,  free  withdrawals  can be made  only  from
available earnings.

DEATH BENEFIT (pages 15 and 28)
     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 any withdrawals and 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 the Policy Value.

TRANSFERS (page 25 and 32)
     Transamerica  currently does not charge for transfers between Sub-Accounts.
However, Transamerica reserves that right to impose a fee of no more than $10 or
2% of the  amount  transferred  for  transfers  in  excess of 12 during a single
Policy Year. Up to 18 transfers may be made in any Policy Year.

ANNUITY PAYMENT (page 33)
     Monthly Annuity  Payments from the Variable  Annuity Payment Option will be
subject to a minimum monthly annuity amount of $50 from each Sub-Account.

     Policies  sold  prior to March 1,  1996,  will be  amended  by  endorsement
containing the applicable March 1, 1996,  terms after the endorsement  forms are
approved  by the  New  York  Insurance  Department  and  when  Transamerica  can
administratively endorse the pre-March 1, 1996, Policies.

Triple Advantage Policies issued by FTL, Policy Form 3-501  11-194. 
SSVP/S030196ny

<PAGE>



                                      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, 1995


<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 Transamerica Occidental 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, 1995

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.  Ten  Portfolios  are available for
investment under the Policies:  Money Market,  Managed Assets, Zero Coupon 2000,
Quality  Bond,  Small  Cap  ,  Capital   Appreciation  Growth  and  Income,  and
International  Equity  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
         Employee and Agent Purchases..................................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



                       This Policy is available only in New York.
         As of May 1, 1995, certain Sub-Accounts are not available for immediate
investment.


                                           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  an  Annuity  under the  Annuity  Form and
         Payment Option selected by the Owner.  Unless a different  Annuity Date
         is elected  under the annuity  provisions,  the Annuity Date will be as
         shown in the Policy. 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.  Joint Owners: Must be husband and wife as of the Policy Date.
         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). Non-Qualified Policy: A Policy other than a
         Qualified  Policy.  Owner:  The person or persons  who,  while  living,
         control(s)   all  rights  and  benefits   under  the  Policy.   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.

                                           5

<PAGE>



         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  credited under the
         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.  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.

                                           6

<PAGE>



         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"). Ten 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;  and (8)  International  Equity,  all of which are Series of
Dreyfus  Variable  Investment  Fund;  (9) the  Stock  Index  Fund;  and (10) 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 six 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.)  No partial  withdrawals will be permitted
while the Systematic  Withdrawal Option is in effect.  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  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. Up to 10% of Premiums paid that are between one and seven
Policy  Years old may be  withdrawn  each Policy  Year after the first  complete
Policy Year without the  imposition  of a Contingent  Deferred  Sales Load,  and
after a  Premium  has been held by  Transamerica  for seven  Policy  Years,  the
remaining Premium may be withdrawn without charge.  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 .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
 .25%. (See "Administrative Charges" page 31).
         There is also an administrative charge (the "Policy Fee") each year for
Policy  maintenance.  This fee currently is $30 (or 2% of the Policy  Value,  if
less)  deducted  at the end of the  Policy  Year.  This 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.)
         Currently, no Transfer Fees are imposed.  However, for each transfer in
excess of six 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.)

                                           9

<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 
(as a percentage of Premium Reciept)
                      
Policy Years since                            Contingent Deferred Sales Load
Premium Receipt(1)                            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%


                                          Zero                               
                          Money  Managed Coupon   Quality   Small   Capital  
Portfolio                Market  Assets   2000     Bond      Cap Appreciation
- ---------                ------  ------   ----     ----      --- ------------
 Annual Expenses(6)
- -------------------
(as a percentage of Portfolio average net assets after fee waiver and/or expense
  reimbursement )
Management Fees            0.00%   0.00%   0.00%    0.00%    0.23%    0.00%
Other Expenses             0.00%   0.25%   0.00%    0.00%    0.32%    0.25%    
Total Portfolio Annual  
          Expenses         0.00%   0.25%   0.00%    0.00%    0.55%    0.25%



                        Growth                       Stock  Socially
                          and      International     Index Responsible
Portfolio               Income     Equity            Fund     Fund
- ---------               ------     ------             ----     ----
 Annual Expenses(6)
- -------------------
(as a percentage of Portfolio average net assets after fee waiver and/or expense
  reimbursement )
Management Fees           0.00%   0.00%                0.00%    0.14%    
Other Expenses            0.22%   0.23%                0.26%    0.25%
Total Portfolio Annual    0.22%    0.23%               0.40%    0.25%
     Expenses  




<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 six 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 is $30 (or 2% of the Policy Value,  if less)
     per Policy Year. 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%; 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.




                                           11

<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                $74.94       $91.42          $116.17     $175.54
Managed Assets              $77.46       $99.13          $129.24     $202.82
Zero Coupon 2000            $74.94       $91.42          $116.17     $175.54
Quality Bond                $74.94       $91.42          $116.17     $175.54
Small Cap                   $80.48      $108.30          $114.71     $234.61
Capital Appreciation        $77.46       $99.13          $129.24     $202.82
Growth and Income           $77.16       $98.21          $127.68     $199.58
International Equity        $77.26       $98.52          $128.20     $200.66
Stock Index Fund            $78.97      $103.72          $137.00     $218.84
Socially Responsible Fund   $77.46       $99.13          $129.24     $202.82

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                $14.94       $46.42           $80.17     $175.54
Managed Assets              $17.46       $54.13           $93.24     $202.82
Zero Coupon 2000            $14.94       $46.42           $80.17     $175.54
Quality Bond                $14.94       $46.42           $80.17     $175.54
Small Cap                   $20.48       $63.30          $108.71     $234.61
Capital Appreciation        $17.46       $54.13           $93.24     $202.82
Growth and Income           $17.16       $53.21           $91.68     $199.58
International Equity        $17.26       $53.52           $92.20     $200.66
Stock Index Fund            $18.97       $58.72          $101.00     $218.84
Socially Responsible Fund   $17.46       $54.13           $93.24     $202.82


                                           12

<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                $74.94      $46.42           $80.17      $175.54
Managed Assets              $77.46      $54.13           $93.24      $202.82
Zero Coupon 2000            $74.94      $46.42           $80.17      $175.54
Quality Bond                $74.94      $46.42           $80.17      $175.54
Small Cap                   $80.48      $63.30          $108.71      $234.61
Capital Appreciation        $77.46      $54.16           $93.24      $202.82
Growth and Income           $77.16      $53.21           $91.68      $199.58
International Equity        $77.26      $53.52           $92.20      $200.66
Stock Index Fund            $78.97      $58.72          $101.00      $218.84
Socially Responsible Fund   $17.46      $54.13           $93.24      $202.82


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                $83.79      $118.29          $161.44     $268.43
Managed Assets              $86.29      $128.79          $173.94     $293.26
Zero Coupon 2000            $85.49      $123.40          $169.96     $285.38
Quality Bond                $86.99      $127.88          $177.41     $300.09
Small Cap                   $85.69      $124.00          $170.95     $287.36
Capital Appreciation        $86.09      $125.19          $172.94     $291.29
Growth and Income           $89.98      $136.79          $192.13     $328.79
International Equity        $94.25      $149.42          $212.85     $368.32
Stock Index Fund            $80.58      $108.60          $145.22     $235.66
Socially Responsible Fund  $103.33      $175.88          $255.62     $446.83





                                           13

<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                $23.79      $73.29          $125.44     $268.43
Managed Assets              $26.29      $80.79          $137.94     $293.26
Zero Coupon 2000            $25.49      $78.40          $133.96     $285.38
Quality Bond                $26.99      $82.88          $141.41     $300.09
Small Cap                   $25.69      $79.00          $134.95     $287.36
Capital Appreciation        $26.09      $80.19          $136.94     $291.29
Growth and Income           $29.98      $91.79          $156.13     $328.79
International Equity        $34.25     $104.42          $176.85     $368.32
Stock Index Fund            $20.58      $63.60          $109.22     $235.66
Socially Responsible Fund   $43.33     $130.88          $219.62     $446.83


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                $83.79      $73.29          $125.44      $268.43
Managed Assets              $86.29      $80.79          $137.94      $293.26
Zero Coupon 2000            $85.49      $78.40          $133.96      $285.38
Quality Bond                $86.99      $82.88          $141.41      $300.09
Small Cap                   $85.69      $79.00          $134.95      $287.36
Capital Appreciation        $86.09      $80.19          $136.94      $291.29
Growth and Income           $89.98      $91.79          $156.13      $328.79
International Equity        $94.25     $104.42          $176.85      $368.32
Stock Index Fund            $80.58      $63.60          $109.22      $235.66
Socially Responsible Fund  $103.33     $130.88          $219.62      $446.83

*        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.


                                           14

<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
         The death  benefit for a Policy is the greater of (a) the Policy Value,
or  (b)  the  sum of all  Premiums  paid  to the  Policy,  less  the  sum of all
withdrawals and any applicable  premium taxes. It is paid on the death of either
the  Owner or  Annuitant  prior to the  Annuity  Date.  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 Initial  Premium  will be held in the Money
Market Sub- Account for fifteen  calendar days after the Policy Date.  The Owner
can cancel the Policy by delivering or mailing a written  notice or by sending a
telegram to the Service  Center and by returning the Policy  before  midnight of
the tenth day (or longer if  required  under New York law) 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 greater of the  Premiums
paid or the Policy Value as of the date the Written Notice is  postmarked.  (See
"Policy Value" page 24.) 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.
         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

                                           15

<PAGE>



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>

<TABLE>
<CAPTION>

                     Capital Appreciation               Socially Responsible
                          Sub-Account                        Sub-Account
                          (Inception-                        (Inception-
                           April 5,         Stock Index      October 7,
                             1993)          Sub-Account         1993)
                             -----          -----------         -----

<S>                         <C>              <C>            <C> 
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

</TABLE>


                                           16

<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>   

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>

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.

                                           17

<PAGE>



         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,  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.



                                           18

<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  ten 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

                                           19

<PAGE>



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,  eight  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%

                                           20

<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.  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

                                           21

<PAGE>



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 .10 of  1%,  if  assets  of the  Socially
Responsible Fund are $500 million or below, and .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 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

                                           22

<PAGE>



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. In addition,  if a Policy is purchased to fund
an IRA,  minimum  distributions  must  commence  not later than April 1st of the
calendar year following the calendar year in which the Owner attains age 70 1/2.
The Owner should consult his/her tax adviser concerning these matters.  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 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.
         Each  Policy  provides  for a Free Look Period of 10 days (or longer if
required  under New York law) after receipt of the Policy during which the Owner
may cancel the Policy.  To cancel,  the Policy must be returned to  Transamerica
with a written  Notice of  Cancellation.  Then the Owner will be reimbursed  the
greater of the premiums paid under the Policy or the Policy Value as of the date
the Notice is postmarked.
         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).

                                           23

<PAGE>



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.
         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.
         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 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 (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,

                                           24

<PAGE>



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 (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 six 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 Ownermakes 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.

                                           25

<PAGE>



Dollar Cost Averaging
           Prior to the  Annuity  Date,  the  Owner may  automatically  transfer
amounts from either (but not both) of the Sub-Accounts which invest in the Money
Market or Quality Bond Portfolios to any of the other  Sub-Accounts on a monthly
basis by giving Written Notice to the Service  Center.  The transfers will begin
on the tenth day of the next 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) five days  after the end of the Free Look
Period.  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 (3) the
minimum amount  transferred into any other Sub-Account is the greater of $250 or
10% of the amount being transferred.
     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 the 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

                                           26

<PAGE>



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 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 make  automatic  monthly  withdrawals  from the
Variable  Account.  The withdrawals will commence on the fourth day of the month
following  receipt of Written Notice,  except that they will not commence sooner
than thirty days after the issue

                                           27

<PAGE>



date of the Policy. The withdrawals will continue unless terminated by the Owner
or automatically terminated by Transamerica as set forth in the Policy.
         Systematic  Withdrawals  will not count toward the one  withdrawal  per
Policy  Year limit,  and will not be subject to the  Contingent  Deferred  Sales
Load.
         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  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.
         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.
         While the Systematic  Withdrawal Option is in effect, the Owner may not
make partial cash withdrawals.
         Systematic withdrawals may be taxable, subject to withholding, and 
subject to the 10% penalty tax. (See "Federal Tax Matters" page 36.)
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.
         Payments  will  be made  on the  seventh  day of the  month,  and  will
continue  unless  terminated  by  the  Owner  or  automatically   terminated  by
Transamerica as set forth in the Policy.
         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,  regardless  of the 10% free  withdrawal  limit.  In  addition,  APO
withdrawals  do not count  toward  the one  withdrawal  per Policy  Year  limit.
However, if a partial withdrawal is taken, a Contingent Deferred Sales Load will
be applied to both the APO and  partial  withdrawals  above the free  withdrawal
amount. (See "Contingent Deferred Sales Load" page 30.)
         To be eligible for this option,  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 benefit is
payable.  The death  benefit  for each Policy will be equal to the larger of (1)
the sum of the Premiums,  less  withdrawals and less premium or similar taxes as
of the  Annuitant's or Owner's date of death,  or (2) the Policy Value as of the
end of the Valuation  Period during which the later of (a) Proof of Death of the
Owner or Annuitant is received by the Service Center and (b) a Written Notice of
the method of settlement  elected by the  Beneficiary is received at the Service
Center. If no settlement method is elected, the death benefit will be 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 investment

                                           28

<PAGE>



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.



                                           29

<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 PurchasePayment
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,  up to 10% of a Premium held less
than seven Policy  Years,  but more than one complete  Policy Year (not adjusted
for  any  prior  withdrawals  deemed  to be made  from  such  Premiums),  may be
withdrawn each year after the first complete  Policy Year without  imposition of
any  Contingent  Deferred  Sales Load.  The 10% free  withdrawal  amount will be
applied to the oldest remaining Premiums, then to the next oldest and so forth.
         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,

                                           30

<PAGE>



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, upon payment of the death benefit, 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.  The Policy
Fee may be changed upon 30 days advance written  notice,  but in no event may it
exceed the lesser of $60 or 2% of the 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%  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

                                           31

<PAGE>



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. However,
Transamerica may impose a fee for each transfer in excess of the first six in a 
single Policy Year. Transamerica will deduct the charge from the amount
transferred. This fee would be no more than $10 and would be used to help cover 
Transamerica's costs of processing transfers.
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 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.)
Employee and Agent Purchases
           For Non-Qualified Policies sold to (a) registered  representatives or
employees of Transamerica (or its affiliates), (b) registered representatives or
employees of Dreyfus  Service  Corporation  and (c) immediate  family members of
such employees or registered representatives,  no sales commission will be paid.
Instead, Transamerica will add the

                                           32

<PAGE>



dollar amount that  otherwise  would be paid as a commission to the Policy Value
on  the  Policy  Date.  This  amount  will  be  reported  for  tax  purposes  as
compensation  to such  employee or registered  representative,  and treated as a
premium for the purposes of the Contingent  Deferred Sales Load and any possible
premium tax charge.

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
$75 from each  Sub-Account of the Variable  Account from which such payments are
made.
         The Owner may choose from the Annuity  Forms  below.  Transamerica  may
consent to other plans of payment  before the Annuity  Date.  For Annuity  Forms
involving life income, the actual age and/or sex of the Annuitant, or a Joint or
Contingent Annuitant will affect the amount of each payment.  Sex-distinct rates
generally  are  not  allowed  under  certain  Qualified  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.
         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

                                           33

<PAGE>



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
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

                                           34

<PAGE>



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.
         (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.

                                           35

<PAGE>



         (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,  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

                                           36

<PAGE>



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 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.




                                           37

<PAGE>



         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  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

                                           38

<PAGE>



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.
         Under  the  agreements,  applications  for  Policies  will  be  sold by
broker/dealers which will receive compensation of up to 5.25% 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.



                                           39

<PAGE>



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 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,

                                           40

<PAGE>



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
         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

                                           41

<PAGE>



Appendix A



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

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

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



                                          A-1

<PAGE>


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