SEPARATE ACCOUNT VA 2LNY OF FIRST TRANSAMERICA LIFE INS CO
497, 1998-05-07
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                                 PROFILE Of The
                              DREYFUS/TRANSAMERICA
                               TRIPLE ADVANTAGE(R)

                                VARIABLE ANNUITY

                                    Issued By
                 TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK
                                   May 1, 1998

             ThisProfile is a summary of some of the more important
                 points that you should know and consider before
             purchasing a Policy. The Policy is more fully described
             in the full Prospectus which accompanies this Profile.
                     Please read the Prospectus carefully.



<PAGE>


1. The Annuity Policy. The  Dreyfus/Transamerica  Triple Advantage ("Policy") is
an annuity  policy or a contract  between you and  Transamerica  Life  Insurance
Company of New York.  In the Policy  you can invest in your  choice of  eighteen
Sub-Accounts  corresponding  to eighteen  funds  ("Portfolios")  in the Variable
Account  and the Fixed  Account.  You could gain or lose money you invest in the
Portfolios.

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

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

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

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

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

4. Investment  Options.  You can invest your premiums in any of the Sub-Accounts
corresponding to the following eighteen Portfolios:
<TABLE>
<CAPTION>
<S>     <C>                        <C>                           <C>                           <C>
         Money Market               Capital Appreciation              International Value        Transamerica Growth
         Special Value              Stock Index                       Disciplined Stock          Core Value
         Zero Coupon 2000           Socially Responsible Growth        Small Company Stock       MidCap Stock
         Quality Bond               Growth and Income                 Balanced
         Small Cap                  International Equity              Limited Term High Income
</TABLE>

         These Portfolios are described in their own prospectuses.  You can earn
or lose money in any of these Portfolios.

Fixed Account: You can also invest in a Fixed Account option, where Transamerica
guarantees the principal invested plus at least 3% annual interest.



<PAGE>


5. Expenses.  The Policy provides many benefits and features that you do not get
with a  regular  mutual  fund.  It costs  Transamerica  money to  provide  these
benefits,  so there are charges in connection  with the Policy.  If you withdraw
your money within seven years of investing it, there may be a withdrawal  charge
of up to 6% of the amount invested.  Once each year we deduct a Policy Fee of no
more than $30 (there is no fee if your Policy Value is over $50,000).  Insurance
and  administrative  charges of 1.40% per year are  charged  against the average
daily  value of your  Policy  and a $10 fee for  transfers  over 18 in one year.
Advisory fees are also deducted by the  Portfolios'  manager and the  Portfolios
pay  other  expenses  which in total,  vary from  0.28% to 1.42% per year of the
amounts in the Portfolios.

         Although New York currently has no premium tax on annuities,  depending
on where you live during the time you hold this  Policy,  there might be premium
taxes  ranging  from 0 to 3.5% of your  investment  and/or on amounts you use to
purchase annuity benefits.

         The  following  chart shows these  charges  (except  transfer  fees and
premium  taxes).  The $30 annual  Policy Fee is not included in the first column
because  the fee is waived for Policy  Values over  $50,000 and the  approximate
average  Policy Value is over $50,000.  The third column is the sum of the first
two. The  examples in the last two columns  show the total  amounts you would be
charged,  in dollars,  if you invested $1,000, the investment grew 5% each year,
and you withdrew your entire  investment  after one year or ten years.  Year One
includes the withdrawal charge and Year Ten does not.

EXAMPLES:
<TABLE>
<CAPTION>

                                   Annual          Annual                              Total Expenses     Total Expenses
Portfolio/                        Insurance      Portfolio          Total Annual          at end of          at end of
Sub-Account                        Charges        Charges             Charges             One Year           Ten Years
<S>                                 <C>            <C>                 <C>                 <C>                <C>    
Money Market                        1.40%          0.61%               2.01%               $74.40             $233.76
Special Value                       1.40%          0.99%               2.39%               $78.21             $272.63
Zero Coupon 2000                    1.40%          0.61%               2.01%               $74.40             $233.76
Quality Bond                        1.40%          0.75%               2.15%               $75.81             $248.27
Small Cap                           1.40%          0.78%               2.18%               $76.11             $251.35
Capital Appreciation                1.40%          0.80%               2.20%               $76.31             $253.39
Stock Index                         1.40%          0.28%               1.68%               $71.08             $198.70
Socially Responsible                1.40%          0.82%               2.22%               $76.51             $255.44
Growth and Income                   1.40%          0.80%               2.20%               $76.31             $253.39
International Equity                1.40%          1.06%               2.46%               $78.91             $279.62
International Value                 1.40%          1.42%               2.82%               $82.51             $314.73
Disciplined Stock                   1.40%          1.02%               2.42%               $78.51             $275.63
Small Company                       1.40%          1.12%               2.52%               $79.51             $285.56
Balanced                            1.40%          1.00%               2.40%               $78.31             $273.63
Limited Term High Income            1.40%          0.89%               2.29%               $77.21             $262.55
Transamerica Growth                 1.40%          0.85%               2.25%               $76.84             $261.67
CoreValue                           1.40%          1.00%               2.40%               $78.36             $279.12
MidCap Stock                        1.40%          1.00%               2.40%               $78.36             $279.12
</TABLE>

The Annual Portfolio Charges above are for 1997 and do not reflect expense
 reimbursement or fee waivers except for the Limited
Term High Income and Transamerica Growth Portfolios.  The Core Value and
MidCap Stock Portfolios did not commence
operations in 1997; the numbers for these Portfolios are annualized estimates
including reimbursements or waivers for
1998.  Expenses may be higher or lower in the future.  See the Variable Account
 Fee Table on page 9 of the Triple Advantage
prospectus for more detailed information.

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

7. Access to Your Money. You can generally take money out at any time during the
accumulation phase. A withdrawal charge of up to 6% of a premium may be assessed
by  Transamerica,  but no  withdrawal  charge will be assessed on money that has
been in the Policy for seven years.  In  addition,  after the first Policy Year,
for only the first  withdrawal in a Policy Year, you may withdraw the greater of
accumulated  earnings  or 10% of  Premiums  received  at least one but less than
seven years ago. Additionally, at any time you can withdraw accumulated earnings
on your premiums not previously withdrawn without a withdrawal charge. (See page
24 of the prospectus for a more detailed  discussion.) You may have to pay taxes
on  amounts  you  withdraw  and there may also be a 10% tax  penalty if you make
withdrawals before you are 59 1/2 years old.

8. Past  Investment  Performance.  The value of the  money you  allocate  to the
Sub-Accounts will go up or down, depending on the investment  performance of the
Portfolios you pick. The following chart shows the past  investment  performance
on a year by year basis for each  Sub-Account.  These  figures have already been
reduced by the insurance charges, the policy fee, the fund manager's fee and all
the expenses of the mutual fund Portfolio,  but these figures do not include the
withdrawal charge, which would reduce performance if it applied.  Remember, past
performance is no guarantee of future performance or earnings.


<PAGE>
<TABLE>
<CAPTION>



CALENDAR YEAR

PORTFOLIO/
SUB-ACCOUNT                       1997       1996       1995       1994       1993       1992        1991        1990

<S>         <C>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>              
Money Market(1)                   3.66%      3.53%      4.21%      3.00%      1.86%      2.71%      4.54%         N/A
Special Value(1)                 21.36%     (5.67%)    (0.48%)    (3.48%)    26.74%     (0.41%)     8.99%         N/A
Zero Coupon 2000(1)               5.45%      1.10%     16.35%     (5.41%)    13.52%      7.29%      17.14%       6.28%
Quality Bond(1)                   7.83%      1.63%     18.91%     (6.17%)    13.66%     10.45%      12.47%        N/A
Small Cap(1)                     15.06%     15.06%     28.84%      4.95%     65.77%     68.98%     156.07%        N/A
Capital Appreciation(2)          26.21%     22.71%     32.82%      1.45%       N/A        N/A        N/A          N/A
Stock Index(3)                   31.05%     19.80%     35.92%     (0.60%)     7.75%      5.55%      27.98%      (6.52%)
Socially Responsible(4)          26.59%     19.00%     33.67%     (0.08%)      N/A        N/A        N/A          N/A
Growth and Income(5)             14.53%     18.63%     59.58%       N/A        N/A        N/A        N/A          N/A
International Equity(5)           8.02%      9.82%      6.62%       N/A        N/A        N/A        N/A          N/A
International Value(6)            7.13%       N/A        N/A        N/A        N/A        N/A        N/A          N/A
Disciplined Stock(6)             29.62%       N/A        N/A        N/A        N/A        N/A        N/A          N/A
Small Company Stock(6)           20.01%       N/A        N/A        N/A        N/A        N/A        N/A          N/A
Transamerica Growth(7)           50.34%     26.63%     53.02%      7.71%     27.73%     13.58%      41.47%     (12.58%)
</TABLE>


(1) Portfolio Inception 8-31-90     (3) Portfolio Inception 9-29-89
             (5) Portfolio Inception 12-15-94
(7) Portfolio Inception 2-26-69
(2) Portfolio Inception 4-5-93   (4) Portfolio Inception 10-7-93   
             (6) Portfolio Inception 5-1-96


Data is for full years only.  Therefore,  no  performance  is  reported  for the
Balanced and Limited Term High Income  Sub-Accounts  because these  Sub-Accounts
had not been in operation for a full year in1997.  Additionally,  the Core Value
and  MidCap  Stock  Sub-Accounts  did  not  commence  operations  in  1997  and,
therefore,  no performance is reported for these  Sub-Accounts.  The figures for
the Money Market, Special Value, Zero Coupon 200, Quality Bond, Small Cap, Stock
Index and Transamerica Growth  Sub-Accounts  include data for periods before the
Sub-Accounts  commenced  operations,  based  on the  actual  performance  of the
corresponding Portfolios since they commenced operation.

9. Death Benefit. If you or the Annuitant die during the accumulation phase, the
beneficiary will receive a Death Benefit.

         If death occurs  before age 85, the death  benefit will be the greatest
of: (1), the Policy Value;  (2) the Premiums  you've paid,  less any amounts you
have withdrawn (less any premium taxes applicable to those withdrawal's); or (3)
the highest Policy Value on any anniversary of your purchase of the Policy up to
the Owner's or  Annuitant's  age 75 (adjusted  for  additional  investments  and
withdrawals since that anniversary,  and less premium taxes).  After age 85, the
death benefit is the Policy Value.

10. Other Information.  The Policy offers other features you might be interested
in. These features may not be suitable for your  particular  situation.  Some of
these features include:

         FREE LOOK. After you get your Policy, you have ten days to look it over
and decide if it is really  right for you. If you decide not to keep the Policy,
you can cancel it during this period,  and you will get back all the amounts you
allocated to the Fixed Account plus the current  value of the amounts  allocated
to the Variable  Accounts (this may be more or less than your investment) and no
withdrawal charge will be deducted.

         DOLLAR COST AVERAGING.  You can instruct  Transamerica to automatically
transfer  amounts from the Premiums you allocated to the Money  Market,  Quality
Bond or Limited Term High Income Sub-Accounts or the Fixed Account to any of the
other  Sub-Accounts each month.  Dollar Cost Averaging is intended to give you a
lower  average cost per share or unit than a single,  one time  investment,  but
does not assure a profit or protect against loss and is intended to continue for
some time period.

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

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

         AUTOMATIC  PAYOUT OPTION.  Certain pension and retirement plans require
that  certain  amounts be  distributed  from the plan at certain  ages.  You can
arrange to have such amounts distributed  automatically  during the accumulation
phase.

11. INQUIRIES.  You can get more information and have your questions answered by
writing or calling:

         Transamerica Annuity Service Center
         P.O. Box 31728
         Charlotte, North Carolina 28231-1728
         800-258-4261



<PAGE>























                             ["Front Maroon Cover"]

                                     [LOGO]


<PAGE>


                                 PROSPECTUS FOR

                    DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE(R)

                          A Variable Annuity Issued by
                       Transamerica Life Insurance Company
                                   of New York

                         Including Fund Prospectuses for

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

                          DREYFUS INVESTMENT PORTFOLIOS
         GROWTH PORTFOLIO OF TRANSAMERICA VARIABLE INSURANCE FUND, INC.

                                   May 1, 1998



<PAGE>




                    DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE(R)
                                VARIABLE ANNUITY
                                    Issued by
                 TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK
         100 Manhattanville Road, Purchase New York 10577, 914-701-6000


         This Prospectus  describes the  Dreyfus/Transamerica  Triple  Advantage
Variable  Annuity,  a variable annuity policy  ("Policy") issued by Transamerica
Life Insurance  Company of New York  (formerly  called 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 Owner may allocate Premiums to one or more Sub-Accounts of Separate
Account  VA-2LNY (the "Variable  Account"),  to the Fixed Account (which credits
interest at guaranteed annual rates) or to both.
         The Policy Value, except for amounts in the Fixed Account, will vary in
accordance  with the  investment  performance  of the  Portfolios  in which  the
selected  Sub-Accounts are invested.  The Owner bears the entire investment risk
for amounts allocated to the Variable Account. There is no guaranteed or minimum
withdrawal value for amounts in the Variable  Account;  the Cash Surrender Value
or Annuity  Purchase  Amount  could be less than the  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 Life Insurance Company of New York, Annuity Service Center,
at  P.O.  Box  31728,  Charlotte,   North  Carolina  28231-1728  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, 1998

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


<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.  The Fixed
Account has  restrictions  on transfers.  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.  Eighteen  Portfolios are available
for investment  under the Policies:  Money Market,  Special  Value,  Zero Coupon
2000,  Quality  Bond,  Small  Cap,  Capital  Appreciation,  Growth  and  Income,
International  Equity,  International  Value,  Disciplined  Stock, Small Company
Stock,  Balanced and Limited  Term High Income  Portfolios  of Dreyfus  Variable
Investment  Fund;  Dreyfus Stock Index Fund;  The Dreyfus  Socially  Responsible
Growth Fund, Inc.; Core Value and MidCap Stock Portfolios of Dreyfus  Investment
Portfolios and the Growth  Portfolio of  Transamerica  Variable  Insurance 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 26. For more information about the Funds, see "The Funds" on page 17 and
the accompanying Funds' prospectuses.
         The Initial  Premium for the Policy must  generally  be at least $5,000
unless,  with the prior  permission  of  Transamerica,  the  Policy is sold as a
Qualified Policy to certain retirement plans. Generally, each additional Premium
must be at least $500, unless an automatic  payment plan is selected.  The prior
approval of  Transamerica  is required  before total  Premiums for any Policy in
excess of $1,000,000 will be accepted.



<PAGE>


TABLE OF CONTENTS
                                                              Page
DEFINITIONS..........................................................         4
SUMMARY  ............................................................6
CONDENSED FINANCIAL INFORMATION......................................         12
PERFORMANCE DATA.....................................................         15
TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK
AND THE VARIABLE  ACCOUNT............................................         16
         Transamerica Life Insurance Company of New York.............         16
         Published Ratings...........................................         16
         The Variable Account........................................         16
THE FUNDS............................................................         17
         Addition, Deletion or Substitution..........................         20
THE FIXED ACCOUNT....................................................         20
THE POLICY...........................................................         21
POLICY APPLICATION AND PREMIUMS......................................         21
         Premiums....................................................         21
         Allocation of Premiums......................................         22
         Investment Option Limit.....................................         22
POLICY VALUE.........................................................         22
TRANSFERS............................................................         23
         Before the Annuity Date.....................................         23
         Possible Restrictions.......................................         23
         Dollar Cost Averaging.......................................         23
         Automatic Asset Rebalancing.................................         24
         After the Annuity Date......................................         24
CASH WITHDRAWALS.....................................................         24
         Withdrawals.................................................         24
         Systematic Withdrawal Option................................         25
         Automatic Payout Option.....................................         26
DEATH BENEFIT........................................................         26
         Payment of Death Benefit....................................         26
         Designation of Beneficiaries................................         26
         Death of Annuitant Prior to the Annuity Date................         27
         Death of Owner Prior to the Annuity Date....................         27
         Death of Annuitant or Owner After the Annuity Date..........         27
CHARGES AND DEDUCTIONS...............................................         27
         Contingent Deferred Sales Load..............................         27
         Administrative Charges......................................         28
         Mortality and Expense Risk Charge...........................         28
         Premium Taxes...............................................         29
         Transfer Fee................................................         29
         Systematic Withdrawal Option................................         29
         Taxes.......................................................         29
         Portfolio Expenses..........................................         29
         Sales in Special Situations.................................         29
ANNUITY PAYMENTS.....................................................         30
         Annuity Date................................................         30
         Annuity Payment.............................................         30
         Election of Annuity Forms and Payment Options...............         30
         Annuity Payment Options.....................................         30
         Fixed Annuity Payment Option................................         31
         Variable Annuity Payment Option.............................         31
         Annuity Forms...............................................         31
         Alternate Fixed Annuity Rates...............................         32
QUALIFIED POLICIES...................................................         32
         Automatic Payout Option.....................................         32
         Restrictions under 403(b) Programs..........................         33
FEDERAL TAX MATTERS..................................................         33
         Introduction................................................         33
         Premiums....................................................         33
         Taxation of Annuities.......................................         34
         Qualified Policies..........................................         36
         Possible Change in Taxation.................................         37
         Other Tax Consequences......................................         37
DISTRIBUTION OF THE POLICY...........................................         38
PREPARING FOR THE YEAR 2000..........................................         38
LEGAL PROCEEDINGS....................................................         38
LEGAL MATTERS........................................................         38
ACCOUNTANTS..........................................................         38
VOTING RIGHTS........................................................         39
AVAILABLE INFORMATION................................................         39
STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS..............         40
APPENDIX A...........................................................         41
         Example of Variable Accumulation Unit Value Calculations....         41
         Example of Variable Annuity Unit Value Calculations.........         41
         Example of Variable Annuity Payment Calculations............         41


                   This Policy is available only in New York.


<PAGE>


DEFINITIONS

Active Sub-Account: A Sub-Account of the Variable Account in which the Policy
 has current value.
Annuitant: The person: (a) whose life is used to determine the amount of monthly
annuity  payments on the Annuity  Date;  and (b) who is the Payee  designated to
receive monthly annuity payments, unless such Payee is changed by the Owner. The
Annuitant  cannot be changed  after the Policy has been issued,  except upon the
Annuitant's  death  prior to the  Annuity  Date if a  Contingent  Annuitant  has
previously been named. In the case of a Qualified  Policy used to fund an IRA or
a 403(b) annuity, the Owner must be the Annuitant.  Annuitant's Beneficiary: The
person(s) named by the Owner who may receive the Death Benefit under the Policy,
if: (a) the Annuitant is not the Owner,  there is no named Contingent  Annuitant
and the  Annuitant  dies  before  the  Annuity  Date and before the death of the
Owner(s); or (b) the Annuitant dies after the Annuity Date under an Annuity Form
containing a period certain option.  Annuity Date: The date on which the Annuity
Purchase Amount will be applied to provide  monthly  annuity  payments under the
Annuity Form and Payment Option selected by the Owner.  Monthly annuity payments
will start the first day of the month  immediately  following  the Annuity Date.
Unless the Annuity  Date is changed as allowed by the Policy,  the Annuity  Date
will be as shown in the  Policy.  The  Annuity  Date may be changed by the Owner
upon 30 days advance written notice to our Service  Office.  The revised Annuity
Date may not be earlier than the first day of the calendar month coinciding with
or next  following  the third  Policy  Anniversary.  The Annuity Date may not be
later than the first day of the calendar month  immediately  preceding the month
of  the  Annuitant's  85th  birthday.   Annuity  Payment:   An  amount  paid  by
Transamerica  at regular  intervals to the Annuitant  and/or any other Payee. It
may be on a variable or fixed basis. Annuity Purchase Amount: The amount applied
as a single  premium to provide an annuity  under the  Annuity  Form and Payment
Options available under the Policy.  The Annuity Purchase Amount is equal to the
Policy Value, less any applicable  Contingent  Deferred Sales Load, and less any
applicable   premium  taxes.  In  determining  the  Annuity   Purchase   Amount,
Transamerica  will waive the Contingent  Deferred Sales Load if the Annuity Form
involves  life  contingencies  and the Annuity Date occurs on or after the third
Policy Anniversary. Annuity Year: A one-year period starting on the Annuity Date
and, after that, each succeeding  one-year  period.  Cash Surrender  Value:  The
amount  payable  to the Owner if the  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.  The Contingent Annuitant may be changed at any time by the Owner
while the Annuitant is living and before the Annuity Date. Fixed Account: All or
portions of Net Premiums and  transfers  may be allocated to the Fixed  Account.
The  Fixed   Account   assets  are  general   assets  of  the  Company  and  are
distinguishable from those allocated to a separate account of the Company. Fixed
Accumulated  Value:  The total dollar amount of all amounts held under the Fixed
Account for the policy prior to the Annuity Date.  The Fixed  Accumulated  Value
prior to the Annuity Date is equal to: (a) Net  Premiums  allocated to the Fixed
Account plus interest  credited;  less (b)  reductions for the annual Policy Fee
deducted on the last business day of each Policy Year; plus or minus (c) amounts
transferred  to or from  the  Variable  Sub-Accounts;  less  (d) any  applicable
Transfer Fees; and less (e) withdrawals  from Fixed Account.  Fixed Annuity:  An
annuity with  predetermined  payment  amounts.  Free Look Period:  The period of
time,  currently  10 days,  beginning  when the Owner has  received  the Policy,
during  which  the Owner has the right to  cancel  the  Policy.  Funds:  Dreyfus
Variable  Investment  Fund,  Dreyfus  Stock  Index Fund,  The  Dreyfus  Socially
Responsible Growth Fund, Inc.,  Dreyfus  Investment  Portfolios and Transamerica
Variable  Insurance Fund, Inc., in which the Variable Account currently invests.
Inactive Sub-Account:  A Sub-Account of the Variable Account in which the Policy
has a zero balance. Net Investment Factor: An index that measures the investment
performance of a Sub-Account from one Valuation Period to the next. Net Premium:
A Premium reduced by any applicable premium tax (including  retaliatory  premium
taxes).  Non-Qualified  Policy:  A Policy other than a Qualified  Policy.  Owner
(Joint Owners):  The person or persons who, while living,  control(s) all rights
and  benefits  under the Policy.  Joint  Owners own the Policy  equally with the
right of  survivorship.  The right of  survivorship  means that if a Joint Owner
dies,  his or her interest in the policy will pass to the surviving  Joint Owner
in accordance with the Death Benefit provision.  Qualified Policies may not have
Joint  Owners.  Owner's  Beneficiary:  The person who  becomes  the Owner of the
Policy if the Owner dies.  If the Policy has Joint Owners,  the surviving  Joint
Owner will be the  Owner's  Beneficiary.  Payee:  The person  who  receives  the
Annuity Payments after the Annuity Date. The Payee will be the Annuitant, unless
otherwise changed by the Owner.  Policy  Anniversary:  The same month and day as
the  Policy  Date in each  calendar  year after the  calendar  year in which the
Policy Date occurs.  Policy Date:  The effective  date of the Policy as shown on
the  Policy.  Policy  Value:  The sum of the Fixed  Accumulated  Value  plus the
Variable Accumulated Value.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 or any
one of the Portfolios of Dreyfus  Investment  Portfolios or the Growth Portfolio
of Transamerica  Variable Insurance Fund, Inc.,  underlying a Sub-Account of the
Variable  Account.  Proof of  Death:  May be:  (a) a copy of a  certified  death
certificate;  (b)  a  copy  of a  certified  decree  of  a  court  of  competent
jurisdiction  as to the finding of death;  (c) a written  statement by a medical
doctor  who  attended  the  deceased;  or (d) any other  proof  satisfactory  to
Transamerica.  Qualified Policy: A Policy issued in connection with a retirement
plan or  program.Receipt:  Receipt and acceptance by Transamerica at its Service
Center.  Series:  Any of the  portfolios  of Dreyfus  Variable  Investment  Fund
available  for  investment by a Sub-Account  under the Policy.  Service  Center:
Transamerica's  Annuity  Service  Center,  at P.O. Box 31728,  Charlotte,  North
Carolina  28231-1728  and  at  telephone  (800)  258-4261.   Source  Account:  A
Sub-Account  of the Variable  Account or the Fixed Account,  as permitted,  from
which Dollar Cost Averaging transfers are being made. Sub-Account: A subdivision
of the Variable  Account  investing  solely in shares of one of the  Portfolios.
Valuation  Day:  Any  day the New  York  Stock  Exchange  is open  for  trading.
Valuation  Period:  The time interval  between the closing of the New York Stock
Exchange on consecutive  Valuation  Days.  Variable  Account:  Separate  Account
VA-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  Accumulated Value: The total dollar amount of all Variable
Accumulation  Units under each  Sub-Account of the Variable Account held for the
Policy prior to the Annuity Date.  The Variable  Accumulated  Value prior to the
Annuity Date is equal to: (a) Net Premiums  allocated to the Sub-Accounts;  plus
or minus (b) any increase or decrease in the value of assets of the Sub-Accounts
due to investment results; less (c) the daily Mortality and Expense Risk Charge;
less (d) the daily  Administrative  Expense Charge;  less (e) reductions for the
annual Policy Fee deducted on the last business day of each Policy Year; plus or
minus  (f)  amounts  transferred  to or from  the  Fixed  Account;  less (g) any
applicable  Transfer  Fees;  and less  (h)  withdrawals  from the  Sub-Accounts.
Variable Accumulation Unit: A unit of measure used to determine the 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.   Withdrawals:  Refers  to  partial  withdrawals,  full
surrenders,  and  systematic  withdrawals  that are paid in cash to the Owner or
person(s) specified by the Owner.  Written Notice (or Written Request): A notice
or  request in writing by the Owner to  Transamerica's  Service  Center.  Such a
request must contain  original  signatures;  no carbons or  photocopies  will be
accepted. Transamerica reserves the right to accept a facsimile copy.




<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)  non-qualified  plans;  (b) as an
individual  retirement  annuity that  qualifies for special tax treatment  under
Code  Section 408 and whose  initial  Premium is a rollover  or transfer  from a
qualified  retirement  plan receiving  special tax treatment under Code Sections
401(a),  403(b) and 408 (a "rollover  IRA");  or (c) with  Transamerica's  prior
approval,  as an individual  retirement  annuity that  qualifies for special tax
treatment  under Code  Section  408A and whose  initial  Premium is a  rollover,
transfer or  conversion  from other  individual  retirement  plans  issued under
Sections 408 or 408A of the Code (a  "rollover  Roth IRA").  Additionally,  with
Transamerica's  prior  permission,  the Policy may be used as an IRA or Roth IRA
whose initial Premium is limited to the contribution  limitations of the Code (a
"contributory IRA" or "contributory Roth IRA") under Sections 408 or 408A of the
Code, as an annuity  under Section  403(b) of the Code and with various types of
qualified pension and profit-sharing plans under Section 401(a) of the Code. The
Policy is issued by  Transamerica  Life Insurance  Company of New York (formerly
called  First   Transamerica  Life  Insurance   Company)   ("Transamerica"),   a
wholly-owned  subsidiary of  Transamerica  Occidental  Life  Insurance  Company,
having its  principal  office at 100  Manhattanville  Road,  Purchase,  New York
10577,  telephone  (914)  701-6000.  The  change  in name to  Transamerica  Life
Insurance Company of New York is effective May 1, 1997.
         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
(see "Annuity Date", page 30).
         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  generally be at least $5,000
unless, with Transamerica's permission, the Policy is sold as a Qualified Policy
to certain retirement plans. Generally, 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.  The minimum Net Premium  that may be allocated to an
Inactive  Sub-Account is $500. (See "Policy  Application and Premiums" page 21.)
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 16.)
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 a  Portfolio  of
Dreyfus  Investment  Portfolios  or in  the  Growth  Portfolio  of  Transamerica
Variable  Insurance Fund, Inc., or in Dreyfus Stock Index Fund or in The Dreyfus
Socially  Responsible  Growth Fund, Inc.  (together "The Funds").  The following
eighteen  Portfolios  are  currently  available  for  investment in the Variable
Account. All Sub-Accounts may not be available May 1, 1998.
<TABLE>
<CAPTION>
<S>     <C>                   <C>                                <C>                           <C>
         Money Market               Capital Appreciation              International Value        Transamerica Growth
         Special Value              Stock Index                       Disciplined Stock          Core Value
         Zero Coupon 2000           Socially Responsible Growth        Small Company Stock       MidCap Stock
         Quality Bond               Growth and Income                 Balanced
         Small Cap                  International Equity              Limited Term High Income
</TABLE>

         The Funds pay their investment adviser 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 27.
For  more  information  about  the  Funds,  see  "The  Funds"  page  17 and  the
accompanying Funds' prospectuses. The Fixed Account
         The amounts in the Fixed  Account  will be credited  interest at a
rate of not less than 3%  annually.  Transamerica
may credit  interest at a rate in excess of 3% at its discretion  for any
class.  Each interest rate will be guaranteed to be
credtied for at least 12 months.  (See "The Fixed Account" page 20.)
Investment Option Limit
         Currently,  the owner may not elect more than a total of eighteen 
investment  options  over the life of the Policy.
Investment  options include  Sub-Accounts of the Variable Account and the Fixed
 Account.  See "Investment  Option Limit" page
22.
Transfers Before the Annuity Date
         Prior to the Annuity  Date,  the Owner may make  transfers  between and
among the Sub-Accounts of the Variable Account. A "transfer" is the reallocation
of amounts among the Sub-Accounts of the Variable Account.
         There is a $10 fee for each  transfer  in  excess of 18 per  Policy 
 Year.  Transfers  specifically  excluded  under
certain  programs  will not  count  towards  the 18 free  transfers  per  
Policy  Year.  (See  "Transfers"  on page 23.) (See
"Transfer Fee" page 29.)  (For Transfers after the Annuity Date, see "After the
 Annuity Date" page 24.)
Withdrawals
         All or part of the Cash  Surrender  Value for a Policy may be withdrawn
by the Owner on or before the Annuity Date.  However,  amounts  withdrawn may be
subject to a Contingent  Deferred Sales Load.  (See  "Contingent  Deferred Sales
Load" page 27.)  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  and  Qualified  Policies  may  be  subject  to  severe  restrictions.  (See
"Qualified  Policies"  page 32 and "Federal  Tax Matters"  page 33.) (Except for
rollover  IRA's,  Qualified  Policies  are sold only with  Transamerica's  prior
permission.)  The  annual  Policy  Fee  generally  will  be  deducted  on a full
surrender  of  a  Policy.   (See  "Cash  Withdrawals"  page  24  for  additional
limitations regarding withdrawals.) Contingent Deferred Sales Load
         Transamerica  does not deduct a sales  charge from  Premiums  (although
premium  taxes may be  deducted).  However,  if any part of the Policy  Value is
withdrawn,  a Contingent  Deferred Sales Load of up to 6% of Premiums  withdrawn
may be assessed by Transamerica to cover certain  expenses  relating to the sale
of the Policies,  including commissions to registered  representatives and other
promotional  expenses.  TRANSAMERICA  GUARANTEES  THAT THE AGGREGATE  CONTINGENT
DEFERRED  SALES LOAD WILL NEVER EXCEED 6% OF THE  PREMIUMS.  After a Premium has
been held by Transamerica for seven Policy Years,  the remaining  Premium may be
withdrawn without charge.
         Certain amounts may be withdrawn free of any Contingent  Deferred Sales
Load.  The Owner may make  withdrawals  up to the  "Allowed  Amount"  (described
below)  without  incurring  a  Contingent  Deferred  Sales Load each Policy Year
before the Annuity  Date.  During the first Policy Year,  the Allowed  Amount is
equal  to  accumulated  earnings  not  previously   withdrawn.   For  the  first
withdrawal,  and only the first  withdrawal,  in a Policy  Year  after the first
Policy Year,  the  available  Allowed  Amount is equal to the sum of (a) 100% of
Premiums  not  previously  withdrawn  and  received at least seven  Policy years
before  the date of  withdrawal;  plus (b) the  greater  of (i) the  accumulated
earnings not previously  withdrawn or (ii) 10% of Premiums received at least one
but less than seven  complete  Policy  Years before the date of  withdrawal  not
reduced  to take  into  account  any  withdrawals  deemed  to be made  from such
Premiums.  After the first  withdrawal in a Policy Year,  after the first Policy
Year, the available  Allowed Amount is equal to the sum of: (a) 100% of Premiums
not  previously  withdrawn  and  received at least seven  complete  Policy Years
before the date of  withdrawal;  plus (b)  accumulated  earnings not  previously
withdrawn.  Withdrawals will always be made first from accumulated earnings, and
then  from  Premiums  on a first  in first  out  basis.  Therefore,  accumulated
earnings  could be  withdrawn as part of the first  withdrawal  in a Policy Year
and, therefore, not be available for withdrawals made later that Policy Year. If
an Allowed Amount is not withdrawn  during a Policy Year.  However,  accumulated
earnings, if any, in an Owner's Policy Value are always available as the Allowed
Amount. No withdrawals are allowed with regard to Premiums made by a check which
has not  cleared.  (See  "Contingent  Deferred  Sales  Load"  page 27 and  "Cash
Withdrawals" page 24.) 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 28.)
TRANSAMERICA  GUARANTEES THAT THIS MORTALITY AND EXPENSE RISK CHARGE WILL NOT BE
INCREASED.
         Transamerica also deducts a daily charge (the  "Administrative  Expense
Charge")  equal to a  percentage  of the value of the net assets in the Variable
Account corresponding to an effective annual rate of 0.15% to help cover some of
the costs of administering the Policy and the Variable Account.  This charge may
change,  but it is guaranteed not to exceed a maximum  effective  annual rate of
0.25%. (See "Administrative Charges" page 28).
         There is also an administrative charge (the "Policy Fee") each year for
Policy  maintenance.  This fee is currently $30 (or 2% of the Policy  Value,  if
less)  but will not be  assessed  for  Policy  Years in which the  Policy  Value
exceeds  $50,000 on the last  business  day of the Policy Year or as of the date
the Policy is  surrendered.  The Policy Fee will be  deducted  at the end of the
Policy Year or when the Policy is  surrendered,  if earlier.  The Policy Fee may
change but it is  guaranteed  not to exceed $60 (or 2% of the Policy  Value,  if
less) per Policy  Year.  After the  Annuity  Date this fee is referred to as the
Annuity  Fee. The Annuity Fee is $30 and will not change.  (See  "Administrative
Charges" page 28.)
         A $10 charge is imposed for each  transfer in excess of eighteen 
 during a Policy  Year.  (See  "Transfer  Fee" page
29.)
         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 and/or from the Annuity  Purchase Amount
upon annuitization. (See "Premium Taxes" page 28.)

Variable Account Fee Table
         The  purpose of this table is to assist in  understanding  the  various
costs and expenses that the Owner will bear directly and  indirectly.  The table
reflects  expenses of the  Variable  Account as well as of the  Portfolios.  The
table  assumes  that the entire  Policy Value is in the  Variable  Account.  The
information set forth should be considered  together with the narrative provided
under the heading  "Charges and Deductions" on page 27 of this  Prospectus,  and
with the Funds' prospectuses.  In addition to the expenses listed below, premium
taxes may be applicable.

Policy Transaction Expenses(1)
         Sales Load Imposed on Premiums                                  0
         Maximum Contingent Deferred Sales Load(2)                      6%

                Range of Contingent Deferred Sales Load Over Time
                                                     Contingent Deferred
Policy Years since                                       Sales Load
Premiums Receipt                                         Percentage
     Less than 2 years                                        6%
     2 years but less than 4 years                            5%
     4 years but less than 6 years                            4%
     6 years but less than 7 years                            2%
     7 or more                                                0%


     Transfer Fee (first 18 per Policy Year)(3)                 0
     Systematic Withdrawal Fee(3)                               0
     Policy Fee(4)                                             $30

     Variable Account Annual Expenses(1)
     Mortality and Expense Risk Charges                       1.25%
     Administrative Expense Charge(5)                         0.15%
     Other Fees and Expenses of the Variable Account          0.00%
     Total Variable Account Annual Expenses                   1.40%



<PAGE>

<TABLE>
<CAPTION>


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

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

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.  These figures are for the year ended December 31, 1997,  except for Core
Value and MidCap Stock, which are annualized  estimates for the year 1998, their
first year of operation.  Actual expenses in future years may be higher or lower
than the figures above.

Notes to Fee Table:
(1)      The Policy Transaction Expenses apply to each Policy, regardless of how
         Policy  Value is allocated  between the Variable  Account and the Fixed
         Account. The Variable Account Annual Expenses do not apply to the Fixed
         Account.
(2)      A portion of the Premiums  may be  withdrawn  each year after the first
         Policy Year without  imposition of any Contingent  Deferred Sales Load;
         after a Premium has been held by  Transamerica  for seven Policy Years,
         the remaining may be withdrawn  free of any  Contingent  Deferred Sales
         Load  ("CDSL");  accumulated  earnings may always be withdrawn  without
         imposition of a CDSL. (See "Contingent Deferred Sales Load" page 27.)
(3)      A Transfer Fee of $10 will be imposed for each transfer in excess of 18
         in a Policy Year.  Transamerica may also impose a fee (of up to $25 per
         year) if the systematic withdrawal option is elected. (See "Charges and
         Deductions" page 27.)
(4)      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 27.)
 (5)      The current  annual  Administrative  Expense  Charge is 0.15%; 
it may be  increased  to 0.25%.  (See  "Charges and
         Deductions" page 27.)
 (6)     From time to time, each  Portfolio's  investment  adviser,  in its sole
         discretion, may waive all or part of its fees and/or voluntarily assume
         certain Portfolio  expenses.  The expenses shown in the above Portfolio
         Annual Expenses table reflect the Portfolio's  Adviser's waiver of fees
         or  reimbursement of expenses,  if applicable,  for calendar year 1997,
         except for Core Value and MidCap Stock  Portfolios which are annualized
         estimates of expenses to be paid in 1998. It is  anticipated  that such
         waivers  and  reimbursements  will  continue  for  calendar  year 1998.
         Without such  waivers or  reimbursements,  the  management  fee,  other
         expenses and total portfolio  annual expenses for 1997 would have been,
         as a  percentage  of assets,  0.75%,  0.23% and 0.98% for  Transamerica
         Growth  Portfolio  and 0.65%,  0.29%,  and 0.94% for Limited  Term High
         Income Portfolio, respectively.

Examples*

         The following  three examples  reflect no Policy Fee deduction  because
the approximate  average Policy Value is more than $50,000 and the Policy Fee is
waived for Policy Value over $50,000.
         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 29.)
         These  examples  show  expenses  without  reflecting  fee  waivers  and
reimbursements   for  1997.   Except  for  the  Limited  Term  High  Income  and
Transamerica Growth Portfolios, it is not anticipated that there will be any fee
waivers or expense reimbursements in the future.

Example 1
         If 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:
<TABLE>
<CAPTION>

                                           1 Year       3 Years      5 Years      10 Years
<S>                                        <C>          <C>          <C>          <C>    
Money Market                               $74.40       $108.05      $141.94      $233.76
Special Value                              $78.21       $119.55      $162.05      $272.63
Zero Coupon 2000                           $74.40       $108.05      $141.94      $233.76
Quality Bond                               $75.81       $112.30      $149.39      $248.27
Small Capital                              $76.11       $113.21      $150.98      $251.35
Capital Appreciation                       $76.31       $113.82      $152.04      $253.39
Stock Index                                $71.08        $97.81      $124.16      $198.70
Socially Responsible Growth                $76.51       $114.42      $153.10      $255.44
Growth Income                              $76.31       $113.82      $152.04      $253.39
International Equity                       $78.91       $121.65      $165.71      $279.62
International Value                        $82.51       $132.40      $184.33      $314.73
Disciplined Stock                          $78.51       $120.45      $163.62      $275.63
Small Company Stock                        $79.51       $123.45      $168.84      $285.56
Balanced Fund                              $78.31       $119.85      $162.57      $273.63
Limited Term High Income                   $77.21       $116.53      $156.79      $262.55
Transamerica Growth Fund                   $76.84       $115.58      $154.87      $261.67
Core Value                                 $78.36       $120.28      $162.95      $279.12
MidCap Stock                               $78.36       $120.28      $162.95      $279.12

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:

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

Example 3
          If 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:

                                           1 Year       3 Years      5 Years      10 Years
Money Market                               $74.40        $63.05      $108.29      $233.76
Special Value                              $78.21        $74.55      $127.55      $272.63
Zero Coupon 2000                           $74.40        $63.05      $108.29      $233.76
Quality Bond                               $75.81        $67.30      $115.43      $248.27
Small Capital                              $76.11        $68.21      $116.95      $251.35
Capital Appreciation                       $76.31        $68.82      $117.96      $253.39
Stock Index                                $71.08        $52.96       $91.26      $198.70
Socially Responsible. Growth               $76.51        $69.42      $118.98      $255.44
Growth Income                              $76.31        $68.82      $117.96      $253.39
International Equity                       $78.91        $76.65      $131.05      $279.62
International Value                        $82.51        $87.40      $148.89      $314.73
Disciplined Stock                          $78.51        $75.45      $129.05      $275.63
Small Company Stock                        $79.51        $78.45      $134.05      $285.56
Balanced Fund                              $78.31        $74.85      $128.05      $273.63
Limited Term High Income                   $77.21        $71.53      $122.51      $262.55
Transamerica Growth Fund                   $76.84        $70.58      $121.22      $261.67
Core Value                                 $78.36        $75.28      $129.30      $279.12
MidCap Stock                               $78.36        $75.28      $129.30      $279.12
</TABLE>

*        In preparing the examples  above,  Transamerica  has relied on the data
         provided by the Funds. Transamerica has no reason to doubt the accuracy
         of that information, but Transamerica has not verified those figures.
**       For   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.  The assumed 
5% annual return is only  hypothetical.  It is
not a representation of past or future returns.  Actual returns could be 
greater or less than this assumed rate.
Annuity Payments
         Annuity  Payments  will be made  either on a fixed  basis or a variable
basis or a combination of a fixed and variable  basis as the Owner selects.  The
Owner has flexibility in choosing the Annuity Date for his or her 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 30.)
         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 31.)
Payments on Death Before the Annuity Date
         A death  benefit is paid on the death of either the Owner or  Annuitant
prior to the Annuity Date. If the deceased  Owner or Annuitant,  as  applicable,
had not  attained  their 85th  birthday,  the death  benefit for a Policy is the
greatest  of (a) the Policy  Value,  (b) all  Premiums  paid to the Policy  less
withdrawals  and any premium taxes  applicable to those  withdrawals  or (c) the
greatest  Policy  Anniversary  Value prior to the earliest of the Annuitant's or
Owner's 75th birthday  increased by Premiums paid since that Policy  Anniversary
less withdrawals and any premium taxes applicable to those  withdrawals.  If the
deceased  Owner or  Annuitant,  as  applicable,  had  attained age 85, the death
benefit  will be the Policy  Value.  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 26.) 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,  except that mandatory withholding may apply for
certain  Qualified  Policies.  In addition,  a federal  penalty tax may apply to
certain distributions or deemed  distributions.  (See "Federal Tax Matters" page
33.) Right to Cancel
         The Owner has the right to examine  the  Policy  for a limited  period,
known as a "Free Look  Period." The Owner can cancel the Policy by delivering or
mailing a written  notice or by sending a telegram to (a) the agent through whom
the Policy was purchased or (b) the Service Center before  midnight of the tenth
day (or longer if required by New York Department of Insurance) 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 amounts  allocated to the
Fixed Account and the Variable  Accumulated  Value determined as of the date the
notice is  postmarked  within seven days after  receipt of such notice to cancel
and the returned Policy. Questions
         Any  questions  about  procedures or the Policy will be answered by the
Transamerica  Annuity  Service  Center  ("Service  Center")  at P.O.  Box 31728,
Charlotte,  North  Carolina  28231-1728  or call (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 the Funds which should be referred to for more  detailed  information.  With
respect to Qualified  Policies,  it should be noted that the  requirements  of a
particular  retirement  plan, an  endorsement  to the Policy,  or limitations or
penalties imposed by the Code or the Employee  Retirement Income Security Act of
1974, as amended,may  impose limits or  restrictions  on Premiums,  Withdrawals,
distributions,  or  benefits,  or  on  other  provisions  of  the  Policy.  This
Prospectus does not describe such limitations or restrictions. (See "Federal Tax
Matters" page 33.)

CONDENSED FINANCIAL INFORMATION

         The  following  condensed  financial  information  is derived  from the
financial  statements  of the  Variable  Account.  The  data  should  be read in
conjunction  with the financial  statements,  related notes, and other financial
information included in the Statement of Additional Information.
         The  following  table  sets forth  certain  information  regarding  the
Sub-Accounts  for the period from  commencement  of business  operations  of the
Sub-Account  through  December  31,  1997.  The Core  Value,  MidCap  Stock  and
Transamerica Growth Sub-Accounts are not included because these Sub-Accounts did
not commence operations  during1997.  The Variable  Accumulation Unit values and
the number of Variable  Accumulation  Units outstanding for each Sub-Account for
the periods shown are as follows:
<TABLE>
<CAPTION>

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

                           Money         Special       Zero Coupon      Quality
                          Market          Value           2000           Bond         Small Cap
                        Sub-Account    Sub-Account     Sub-Account    Sub-Account    Sub-Account
                    (Inception 1/4/93)(Inception 1/4/93)(Inception 1/4/93)(Inception 1/4/93)                    (Inception 1/4/93)
Accumulation Unit Value
<S>                        <C>            <C>            <C>            <C>           <C>    
    at Beginning of Period $1.021         $12.797        $13.225        $12.310       $39.620
Accumulation Unit Value
    at End of Period       $1.018        $12.861         $13.373        $12.445        $37.702
Number of Accumulation
    Units Outstanding
    at End of Period   2,678,280.492   167,686.797     137,252.898    86,752.856     138,557.449


<PAGE>




              Capital Appreciation Stock IndexSocially Responsible
                                            Sub-Account      Sub-Account     Sub-Account
                                            (Inception-      (Inception      (Inception-
                                              4/5/93           1/4/93          10/7/93
Accumulation Unit Value at
   Beginning of Period                         $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

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



                           Money       Special    Zero Coupon     Quality
                          Market        Value        2000          Bond       Small Cap
                        Sub-Account  Sub-Account  Sub-Account   Sub-Account  Sub-Account
Accumulation Unit Value
    at Beginning of Period             $1.018       $12.861       $13.373      $12.445                                $37.702
Accumulation Unit Value
    at End of Period      $1.048       $12.496      $12.672       $11.710      $40.064
Number of Accumulation
    Units Outstanding
    at End of Period  8,547,165.659  820,985.237  203,164.533   164,657.770  612,327.237



                       Capital Appreciation     Stock Index     Socially Responsible
                            Sub-Account         Sub-Account       Sub-Account
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           285,265.910      190,496.642       24,171.591



                          Year Ending December 31, 1995
       ---------------------------------------------------------------------------------------------------------------


                               Money          Special        Zero Coupon         Quality
                              Market           Value            2000              Bond          Small Cap
                            Sub-Account     Sub-Account      Sub-Account       Sub-Account     Sub-Account
Accumulation Unit Value
    at Beginning of Period                     $1.048          $12.496           $12.672        $11.710   $40.064
Accumulation Unit Value
    at End of Period          $1.093          $12.292          $14.740           $13.908        $51.121
Number of Accumulation
    Units Outstanding
    at End of Period   9,084,943.487      666,488.480      351,788.006       454,139.991    817,445.023


                                                                              Growth and Income International Equity
                                                                                 Sub-Account         Sub-Account
                        Capital Appreciation Stock Index   Socially Responsible  (Inception          (Inception
                             Sub-Account     Sub-Account        Sub-Account        1/5/95)             1/5/95)
Accumulation Unit Value
    at Beginning of Period    $13.373          $16.437            $13.377          $12.235             $12.024
Accumulation Unit Value
    at End of Period          $17.610          $22.172            $17.752          $19.426             $12.964
Number of Accumulation
    Units Outstanding
    at End of Period      587,928.246      365,482.688         49,020.846      734,393.096          61,152.467

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

                           Money              Special        Zero Coupon         Quality
                          Market               Value            2000              Bond           Small Cap
                        Sub-Account         Sub-Account      Sub-Account       Sub-Account      Sub-Account
Accumulation Unit Value
    at Beginning of Period                    $1.093           $12.292           $14.740          $13.908             $51.121
Accumulation Unit Value
    at End of Period      $1.132              $11.682          $14.911           $14.142          $58.773
Number of Accumulation
    Units Outstanding
    at End of Period  10,392,468.634        489,733.637      396,886.829       664,469.782     1,000,594.786


                                                                                                    International
                     Capital Appreciation   Stock Index Socially Responsible    Growth and Income      Equity
                          Sub-Account       Sub-Account      Sub-Account           Sub-Account       Sub-Account
Accumulation Unit Value
    at Beginning of Period  $17.610           $22.172          $17.752               $19.426           $12.964
Accumulation Unit Value
    at End of Period        $21.802           $26.791          $21.221               $23.131           $14.267
Number of Accumulation
    Units Outstanding
    at End of Period     1,074,614.761      585,454.420      103,732.717          1,906,011.179      226,976.242



                       International Value   Disciplined Stock  Small Company Stock
                            Sub-Account         Sub-Account         Sub-Account
                        (Inception 5/1/96)  (Inception 5/1/96)  (Incepiton 5/1/96)
Accumulation Unit Value
    at Beginning of Period    $10.00              $10.00              $10.00
Accumulation Unit Value
    at End of Period          $10.244             $11.776             $10.772
Number of Accumulation
    Units Outstanding
    at End of Period        47,815.855          381,884.114         212,878.654


                            Year Ending December 31,
        1997_________________________________________________________________________________________________________

                           Money              Special        Zero Coupon         Quality
                          Market               Value            2000              Bond           Small Cap
                        Sub-Account         Sub-Account      Sub-Account       Sub-Account      Sub-Account
Accumulation Unit Value
    at Beginning of Period                    $1.132           $11.682           $14.911          $14.142             $58.773
Accumulation Unit Value
    at End of Period      $1.175              $14.185          $15.736           $15.260          $67.668
Number of Accumulation
    Units Outstanding
    at End of Period  12,049,327.817       1,017,390.458     424,325.816       987,773.886     1,031,483.594


                                                                                                    International
                     Capital Appreciation   Stock Index Socially Responsible    Growth and Income      Equity
                          Sub-Account       Sub-Account      Sub-Account           Sub-Account       Sub-Account
Accumulation Unit Value
    at Beginning of Period  $21.802           $26.791          $21.221               $23.131           $14.267
Accumulation Unit Value
    at End of Period        $27.532           $35.128          $26.879               $26.509           $15.422
Number of Accumulation
    Units Outstanding
    at End of Period     1,798,913.636      808,857.987      230,281.724          2,179,109.968      378,355.293



<PAGE>



                                                                                    Limited Term
                                                                                     High Income       Balanced
                       International Value   Disciplined Stock  Small Company Stock  Sub-Account      Sub-Account
                            Sub-Account         Sub-Account         Sub-Account  (Inception 5/1/97)(Inception 5/1/97)
Accumulation Unit Value
    at Beginning of Period    $10.244             $11.776             $10.772         $10.000           $10.000
Accumulation Unit Value
    at End of Period          $10.982             $15.272             $12.935         $10.852           $11.738
Number of Accumulation
    Units Outstanding
    at End of Period        172,941.244        1,196,912.676        513,524.112    473,373.863       333,714.857
</TABLE>

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

PERFORMANCE DATA
         From time to time, Transamerica may advertise yields and average annual
total  returns  for the  Sub-Accounts  of the  Variable  Account.  In  addition,
Transamerica may advertise the effective yield of the Money Market  Sub-Account.
These  figures will be based on historical  information  and are not intended to
indicate future performance. The yield of the Money Market Sub-Account refers to
the  annualized  income  generated by an investment in that  Sub-Account  over a
specified  seven-day period. The yield is calculated by assuming that the income
generated for that seven-day  period is generated  each seven-day  period over a
52-week  period and is shown as a percentage  of the  investment.  The effective
yield is  calculated  similarly  but, when  annualized,  the income earned by an
investment in that Sub-Account is assumed to be reinvested.  The effective yield
will be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.
         The yield of a  Sub-Account  (other than the Money Market  Sub-Account)
refers to the annualized  income  generated by an investment in the  Sub-Account
over a specified thirty-day period. The yield is calculated by assuming that the
income  generated by the investment  during that thirty-day  period is generated
each thirty-day  period over a twelve-month  period and is shown as a percentage
of the investment.
         The yield  calculations  do not  reflect  the effect of any  Contingent
Deferred  Sales Load or premium  taxes that may be  applicable  to a  particular
Policy. To the extent that the Contingent Deferred Sales Load is applicable to a
particular  Policy,  the yield of that Policy will be  reduced.  For  additional
information  regarding  yields and total returns  calculated  using the standard
formats briefly  described  herein,  please refer to the Statement of Additional
Information.
         The  average  annual  total  return of a  Sub-Account  refers to return
quotations  assuming an investment has been held in the  Sub-Account for various
periods of time  including,  but not limited to, a period measured from the date
the Sub-Account commenced  operations.  When a Sub-Account has been in operation
for 1, 5, and 10 years, respectively,  the average annual total return for these
periods  will be provided.  The average  annual  total  return  quotations  will
represent  the average  annual  compounded  rates of return that would equate an
initial  investment  of  $1,000  to the  redemption  value  of  that  investment
(including  the deduction of any applicable  Contingent  Deferred Sales Load but
excluding the deduction of any premium  taxes) as of the last day of each of the
periods for which total return quotations are provided.
         Performance   information  for  any   Sub-Account   reflects  only  the
performance of a hypothetical  Policy under which Policy Value is allocated to a
Sub-Account during a particular time period on which the calculations are based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives  and  policies and  characteristics  of the  Portfolios  in which the
Sub-Account invests, and the market conditions during the given time period, and
should not be  considered  as a  representation  of what may be  achieved in the
future.  For a  description  of the methods  used to  determine  yield and total
returns, see the Statement of Additional Information.
         Reports and promotional  literature may also contain other  information
including (1) the ranking of any  Sub-Account  derived from rankings of variable
annuity  separate  accounts  or their  investment  products  tracked  by  Lipper
Analytical Services,  Inc., VARDS,  IBC/Donoghue's Money Fund Report,  Financial
Planning  Magazine,  Money  Magazine,  Bank Rate  Monitor,  Standard  and Poor's
Indices,  Dow Jones Industrial  Average,  and other rating services,  companies,
publications,  or other persons who rank separate  accounts or other  investment
products on overall  performance  or other  criteria,  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 and retirement  plans  generally,  using graphs,  charts and other
illustrations.
         Transamerica  may from time to time also disclose  average annual total
return in non-standard formats and cumulative  (non-annualized) total return for
the  Sub-Accounts.  The non-standard  average annual total return and cumulative
total return will assume that no Contingent  Deferred  Sales Load is applicable.
Transamerica may from time to time also disclose yield,  standard total returns,
and non-standard total returns for any or all Sub-Accounts.
         All  non-standard  performance  data  will  only  be  disclosed  if the
standard  performance  data  is  also  disclosed.   For  additional  information
regarding  the  calculation  of  other  performance  data,  please  refer to the
Statement of Additional Information.
         Transamerica   may  also   advertise   performance   figures   for  the
Sub-Accounts  based  on the  performance  of a  Portfolio  prior to the time the
Variable Account commenced operations.

TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK
AND THE VARIABLE ACCOUNT

Transamerica Life Insurance Company of New York
         Transamerica Life Insurance Company of New York,  formerly called 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  Transamerica  Life Insurance  Company of New York
is100  Manhattanville  Road,  Purchase,  New  York  10577.  The name  change  to
Transamerica  Life  Insurance  Company  of New York was  effective  May 1, 1997.
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  eighteen  Sub-Accounts,  each of  which
 invests  solely  in a  specific  corresponding
Portfolio.  (See "The Funds" page 17.)  Changes to the  Sub-Accounts  may be 
made at the  discretion  of  Transamerica.  (See
"Addition, Deletion, or Substitution" page 20.)
THE FUNDS

         The Variable Account invests  exclusively in Series of Dreyfus Variable
Investment  Fund (the  "Variable  Fund"),  Dreyfus  Stock Index Fund (the "Stock
Index Fund"), The Dreyfus Socially  Responsible Growth Fund, Inc. (the "Socially
Responsible Fund"),  Portfolios of Dreyfus Investment  Portfolios and the Growth
Portfolio of Transamerica  Variable Insurance Fund, Inc.  ("Transamerica  VIF").
The  Variable  Fund was  organized  as an  unincorporated  business  trust under
Massachusetts  law  pursuant  to an  Agreement  and  Declaration  of Trust dated
October 29, 1986,  commenced  operations  on August 31, 1990,  and is registered
with the Commission as an open-end management  investment company under the 1940
Act.  Currently,  thirteen  Series (i.e.,  Portfolios)  of the Variable Fund are
available for the Policies.  Each Portfolio has separate  investment  objectives
and policies.  As a result,  each  Portfolio  operates as a separate  investment
portfolio and the  investment  performance of one Portfolio has no effect on the
investment  performance  of any  other  Portfolio.  The  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.  Dreyfus Investment Portfolios was
organized as an unincorproated  business trust under  Massachusetts law pursuant
to an Agreement and  Declaration of Trust dated May 14, 1993, is registered with
the  Commission  as an  open-end  management  company  under  the  1940  Act and
commenced  operations  May  1,  1998.  Currently,   two  Portfolios  of  Dreyfus
Investment  Portfolios  are  available  for  the  Policy.  Transamerica  VIF was
incorporated  under  Maryland  law on June 23,  1995,  commenced  operations  on
November 1, 1996,  and is  registered  with the SEC as a  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,  the Stock Index Fund are each
separate from the assets of the other Funds.
         The Dreyfus Corporation provides investment advisory and administrative
services to the Variable Fund and the Socially  Responsible  Fund. Mellon Equity
Associates provides index fund management services to the Stock Index Fund, with
The Dreyfus  Corporation  serving as the manager,  in accordance with applicable
agreements with the Fund. Fayez Sarofim & Co. provides  sub-investment  advisory
services for the Capital Appreciation  Portfolio.  NCM Capital Management Group,
Inc.,  provides  sub-investment  advisory services for the Socially  Responsible
Fund.  Transamerica  provides  investment advisory services to Transamerica VIF,
with Transamerica Investment Services,  Inc., providing  sub-investment advisory
services.
         The Portfolios are described  below.  See the Variable  Fund, the 
Stock Index Fund, the Socially  Responsible  Fund,
Dreyfus  Investment   Portfolio  and  Transamerica  VIF  prospectuses  for  more
information.
Money Market Portfolio
         The Money Market Portfolio's investment objective is to achieve as high
a level of current income as is consistent with the  preservation of capital and
the maintenance of liquidity.  It seeks to achieve its objective by investing in
short-term  money market  instruments.  The  investment  advisory fee is payable
monthly at the annual rate of 0.50 of 1% of the value of the Portfolio's average
daily net assets. This Portfolio is neither insured nor guaranteed by the United
States Government and there can be no assurance that it will be able to maintain
a stable net asset value of $1.00 per share. Special Value Portfolio
         The Special Value Portfolio's investment objective is to maximize total
return,  consisting  of capital  appreciation  and current  income.  It seeks to
achieve its objective by investing in a wide range of equity and debt securities
and money market  instruments.  An investment advisory fee is payable monthly to
The  Dreyfus  Corporation  at the annual  rate of 0.75 of 1% of the value of the
Portfolio's average daily net assets. Zero Coupon 2000 Portfolio
         The Zero Coupon 2000 Portfolio's  investment objective is to provide as
high an investment return as is consistent with the preservation of capital.  It
seeks to achieve its objective by investing primarily in debt obligations of the
U.S.  Treasury  that have been  stripped of their  unmatured  interest  coupons,
interest  coupons that have been  stripped from debt  obligations  issued by the
U.S.  Treasury and receipts and  certificates  for stripped debt obligations and
stripped coupons,  including U.S.  Government trust certificates  (collectively,
"Stripped Treasury Securities"). The Portfolio's also may purchase certain other
types of stripped  government or corporate  securities.  The Portfolio's  assets
will consist  primarily of  portfolio  securities  which will mature on or about
December 31, 2000. The investment  advisory fee is payable monthly at the annual
rate of 0.45 of 1% of the value of the  Portfolio's  average  daily net  assets.
Quality Bond Portfolio
         The Quality  Bond  Portfolio's  investment  objective is to provide the
maximum amount of current income to the extent  consistent with the preservation
of capital and the  maintenance of liquidity.  It seeks to achieve its objective
by  investing  principally  in  debt  obligations  of  corporations,   the  U.S.
Government   and  its  agencies  and   instrumentalities,   and  major   banking
institutions.  The investment advisory fee is payable monthly at the annual rate
of 0.65 of 1% of the value of the  Portfolio's  average daily net assets.  Small
Cap Portfolio
         The Small Cap Portfolio's  investment  objective is to maximize capital
appreciation.  It seeks to achieve its  objective  by investing  principally  in
common  stocks;under  normal market  conditions,  the Portfolio's will invest at
least 65% of its total assets in companies with market  capitalizations  of less
than $1.5 billion at the time of purchase which The Dreyfus Corporation believes
to be characterized by new or innovative  products,  services or processes which
should  enhance  prospects  for growth in the future  earnings.  The  investment
advisory fee is payable monthly at the annual rate of 0.75 of 1% of the value of
the Portfolio's average daily net assets. Capital Appreciation Portfolio
         The Capital Appreciation Portfolio's primary investment objective is to
provide  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 & Co. at the aggregate annual rate of 0.75 of 1% of the
value of the Portfolio's average daily net assets. Growth and Income Portfolio
         The Growth and Income  Portfolio's  investment  objective is to provide
long-term capital growth,  current income and growth of income,  consistent with
reasonable  investment risk. This Portfolio invests primarily in equity and debt
securities  and money market  instruments of domestic and foreign  issuers.  The
proportion of the Portfolio's assets invested in each type of security will vary
from time to time in  accordance  with The Dreyfus  Corporation's  assessment of
economic conditions and investment opportunities.  An investment advisory fee is
payable  monthly to The Dreyfus  Corporation at the annual rate of 0.75 of 1% of
the value of the  Portfolio's  average  daily net assets.  International  Equity
Portfolio
         The International  Equity Portfolio's  investment  objective is to 
maximize capital  appreciation.  This Portfolio's
invests  primarily in the equity  securities of foreign issuers located  
throughout the world. An investment  advisory fee at
an annual  rate of 0.75 of 1% of the value of the  Portfolio's  average  
daily net assets is payable  monthly to The  Dreyfus
Corporation.
International Value Portfolio
         The International Value Portfolio's  investment  objective is long-term
capital  growth.  This  Portfolio  invests  primarily in a portfolio of publicly
traded equity  securities of foreign  issuers  which would be  characterized  as
"value"  companies   according  to  criteria   established  by  the  Portfolio's
investment adviser. An investment advisory fee is payable monthly to The Dreyfus
Corporation at the annual rate of 1.00% of the value of the Portfolio's  average
daily net assets. Disciplined Stock Portfolio
         The Disciplined  Stock Portfolio's  investment  objective is to provide
investment  results  that are  greater  than the  total  return  performance  of
publicly  traded common stocks in the aggregate,  as presented by the Standard &
Poor's 500 Composite  Stock Price Index.  This Portfolio  will use  quantitative
statistical  modeling  techniques  to  construct  a  portfolio  in an attempt to
achieve its  investment  objective  without  assuming undue risk relative to the
broad stock market. An investment advisory fee is payable monthly to The Dreyfus
Corporation  at the  annual  rate of 0.75 of 1% of the value of the  Portfolio's
average daily net assets. Small Company Stock Portfolio
         The Small Company Stock Portfolio's  investment objective is to provide
investment  results  that are  greater  than the  total  return  performance  of
publicly  traded common stocks in the  aggregate as  represented  by the Russell
2500 Index. This Portfolio invests primarily in a portfolio of equity securities
of small-  to  medium-sized  domestic  issuers,  while  attempting  to  maintain
volatility  and  diversification  similar to that of the Russell 2500 Index.  An
investment  advisory fee is payable  monthly to the Dreyfus  Corporation  at the
annual  rate of 0.75 of 1% of the  value of the  Portfolio's  average  daily net
assets.  Balanced Portfolio The Balanced Portfolio's  investment objective is to
provide investment results that are greater than the total return performance of
common stocks and bonds in the aggregate,  as represented by a hybrid index, 60%
of which is composed of the common stocks in the Standard & Poor's 500 Composite
Stock  Price  Index  and 40% of which is  composed  of the  bonds in the  Lehman
Brothers  Intermediate  Government/Corporate  Bond Index.  This  Series  invests
primarily  in  common  stocks  and bonds in  proportion  consistent  with  their
expected  returns  and  risks  as  determined  by The  Dreyfus  Corporation.  An
investment  advisory fee is payable  monthly to the Dreyfus  Corporation  at the
annual  rate of 0.75 of 1% of the  value of the  Portfolio's  average  daily net
assets. Limited Term High Income Portfolio
         The Limited  Term High Income  Portfolio's  investment  objective is to
maximize total return,  consisting of capital  appreciation  and current income.
This  Portfolio  seeks to achieve its  objective  by  investing up to all of its
assets in a portfolio of lower rated fixed-income securities,  commonly known as
"junk bonds," that, under normal market conditions, has an effective duration of
three and on-half years or less and an effective average  portfolio  maturity of
four years or less.  Investments  of this type are subject to a greater  risk of
loss of principal and non-payment of interest. Investors should carefully assess
the risks  associated  with an  investment  in the  Portfolio  (those  risks are
described in the Portfolio's prospectus).  An investment advisory fee is payable
monthly to the Dreyfus  Corporation at the annual rate of 0.65of 1% of the value
of the Portfolio's average daily net assets. Stock Index Fund
         The Stock Index Fund's  investment  objective is to provide  investment
results that  correspond to the price and yield  performance of publicly  traded
common  stocks in the  aggregate,  as  represented  by the Standard & Poor's 500
Composite  Stock Price Index.  The Stock Index Fund is neither  sponsored by nor
affiliated  with  Standard  & Poor's  Corporation.  The Stock  Index Fund pays a
monthly management fee to The Dreyfus Corporation at the annual rate of 0.245 of
1% of the value of the Stock Index  Fund's  average  daily net assets.  Socially
Responsible Fund
         The Socially  Responsible  Fund's  primary  goal is to provide  capital
growth. It seeks to achieve this goal by investing principally in common stocks,
or securities  convertible into common stock, of companies which, in the opinion
of the Fund's management,  not only meet traditional  investment standards,  but
also show evidence that they conduct their business in a manner that contributes
to the  enhancement  of the  quality  of life in  America.  Current  income is a
secondary goal. A management fee is payable  monthly to The Dreyfus  Corporation
and a sub-investment  adviosry fee is payable monthly to NCM Capital  Management
Group,  Inc.  at the  aggregate  annual  rate of 0.75 of 1% of the  value of the
Socially Responsible Fund's average daily net assets. Core Value Portfolio
         The Core Value  Portfolio  is a  diversified  portfolios,  the  primary
investment objective of which is to provide long-term growth of capital; current
income is a secondary investment  objective.  The Portfolio  anticipates that at
least 65% of the value of its total assets (except when  maintaining a temporary
defensive  position)  will be  invested  in  equity  securities,  such as common
stocks, preferred stock and securities convertible into common stocks, including
Depository Receipts, which would be characterized as "value" companies according
to criteria established by The Dreyfus Corporation.  In general, the Portfolio's
investments are broadly diversified over a number of industries and, as a matter
of operating  policy,  the Portfolio  will not invest more than 25% of its total
assets in any one industry.  A management fee is payable  monthly to The Dreyfus
Corporation  at the annual rate of 0.75 of 1% of the  Portfolio's  average daily
net assets. MidCap Stock Portfolio
         The MidCap Stock Portfolio is a diversified  portfolio,  the investment
objective  of which is to provide  investment  results that are greater than the
total return performance of publicly-traded  common stocks in the aggregate,  as
represented by the Standard & Poor's MidCap 400 Index.  Medium-size issuers will
include those U.S. companies with market capitalizations (market price per share
times the  number of shares  outstanding)  generally  ranging in value from $200
million  to $5  billion.  The  Portfolio  also may  invest  in large  and  small
capitalization  companies,  including  emerging and cyclical  growth  companies.
Emerging and cyclical growth companies are firms which,  while they may not have
a history of stable  long-term  growth,  are  nontheless  expected to  represent
attractive  investments.  The equity  securities in which the Portfolio  invests
consist of common  stocks,  preferred  stocks and  securtieis  convertible  into
common stocks, including those in the form of Depositary Receipts. The Portfolio
is not an index  fund and its  investments  are not  limited  to  securities  of
issuers  included in the S&P 400 Index. A management  fee is payable  monthly to
The  Dreyfus  Corporation  at the  annual  rate of 0.75 of 1 of the  Portfolio's
average  daily  net  assets.  Growth  Portfolio  of  the  Transamerica  Variable
Insurance Fund,  Inc.,  seeks long-term  capital growth.  Common stock (list and
unlisted)  is the  basic  form  of  investment.  The  Growth  Portfolio  invests
primarily  in common  stocks  of growth  companies  that are  considered  by the
manager to be premier  companies.  In the  manager's  view,  characteristics  of
premier companies  include one or more of the following:  dominant market share;
leading  brand  recognition;   proprietary  products  or  technology;   low-cost
production  capability;  and excellent management with shareholder  orientation.
The manager of the  Portfolio  believes in long-term  investing and places great
emphasis  on the  sustainability  of the above  competitive  advantages.  Unless
market  conditions  indicate  otherwise,  the  manager  also  tries  to keep the
Portfolio  fully  invested in  equity-type  securities  and does not try to time
stock market  movements.  When in the judgment of the manager market  conditions
warrant,  the portfolio may, for temporary defensive purposes,  hold part or all
of its assets in cash,  debt or money  market  instruments.  The  Portfolio  may
invest up to 10% of its assets in debt securities having a call on common stocks
that are rated below  investment  grade.  A management  fee of 0.75 of 1% of the
average  daily net assets is payable  monthly to  Transamerica  Occidental  Life
Insurance  Company,  as  adviser,  and  adviser  pays  Transamerica   Investment
Services,  Inc. a monthly fee of at the annual  reate of 0.30 of 1% of the first
$50  million,  0.25 of 1% of the next $150  million  and 0.20 of 1% of assets in
excess of $200 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.
         Transamerica   receives  fees  from  the  Dreyfus  Corporation  or  its
affiliates for providing certain administrative and or other services.
         Additional   information   concerning  the  investment  objectives  and
policies  of  all  of the  Portfolios,  the  investment  advisory  services  and
administrative services and charges can be found in the current prospectuses for
the Funds which accompany this  Prospectus.  The Funds'  prospectuses  should be
read carefully before any decision is made concerning the allocation of 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 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 FIXED ACCOUNT
         This Prospectus is generally intended to serve as a disclosure document
only for the Policy and the Variable Account. For complete details regarding the
Fixed Account, see the Policy itself.
         Premiums  allocated  to and amounts  transferred  to the Fixed  Account
become part of the general account of Transamerica, which supports insurance and
annuity obligations. Because of exemptive and exvlusionary provisions, interests
in the general account have not been registered under the Securities Act of 1933
(the "1933 Act"), nor is the general account registered as an investment company
under the 1940 Act.  Accordingly,  neither the general account nor any interests
therein are generally subject to the provisions of the 1933 Act or the 1940 Act,
and the Securities and Exchange  Commission has not reviewed the  disclosures in
this Prospectus which related to the Fixed Account.
         The Fixed Account is part of the general account of  Transamerica.  The
general  Account  of  Transamerica   consists  of  all  the  general  assets  of
Transamerica,  other  than  those  in the  Variable  Account,  or in  any  other
segregated asset account.  Transamerica has sole discretion to invest the assets
of its general  account subject to applicable law. The allocation or transfer of
funds to the Fixed Account does not entitle the Owner to share in the investment
experience of Transamerica's general account.
         Transamerica  guarantees  that it will credit interest at a rate of not
less than 3% per year,  compounded  annually,  to amounts allocated to the Fixed
Account under the policies.  However,  Transamerica reserves the right to change
the minimum rate. Transamerica may credit interest at a rate in excess of 3% per
year.  There is no specific  formula for the  determination  of excess  interest
credits.  Some of the  factors  that the company  may  consider  in  determining
whether to credit excess interest to amounts  allocated to the fixed account and
the  amount  in that  account  are  general  economic  trends,  rates of  return
currently available and anticipated on the company's investments, regulatory and
tax requirements, and competitive factors.
         Any  interest  credited to amounts  allocated  to the fixed  account in
excess of 3% per year will be determined in the sole discretion of Transamerica.
The  owner  assumes  the  risk  that  interest  credited  to the  fixed  account
allocations may not exceed the minimum guarantee of 3% for any given year.
         Rates of interest  credited to the fixed account will be guaranteed for
at least twelve months and will vary by the timing and class of the  allocation,
transfer or renewal.  At any time after the end of the twelve month period for a
particular  allocation,  Transamerica may change the annual rate of interest for
that class;  this new annual rate of interest will remain in effect for at least
twelve months.  New purchase  payments made to the policy which are allocated to
the fixed  account  may  receive  different  rates of  interest.  These rates of
interest may differ from those interest  rates  credited to amounts  transferred
from the  variable  sub-accounts  or  guarantee  period  account  and from those
credited to amounts  remaining in the fixed account and receiving renewal rates.
These rates of interest may also differ from rates for allocations applied under
certain options and services  Transamerica  may be offering.  Transfers from the
Fixed Account
         Transfers  from the Fixed  Account into a  Sub-Account  of the Variable
Account are limited to four per Policy Year. The maximum transfer amount allowed
from the Fixed Account will be the maximum transfer amount in effect on the date
of such  transfer  during  a Policy  Year.  The  maximum  transfer  amount  is a
percentage  of the value of the Fixed  Account as of the date of the last Policy
Anniversary.  The percentage rate,  which will be declared by Transamerica  from
time to time, will be a minimum of 25% and,  currently,  is 25%.  Transfers into
the Fixed Account
         Transfers  from a  Sub-Account  of the Variable  Account into the Fixed
Account are not allowed during the 90 day period directly following any transfer
made from the Fixed Account in a Sub-Account of the Variable Account.

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 as rollover IRAs
and as rollover Roth IRAs that qualify for special federal income tax treatment.
With  Transamerica's  prior permission,  the Policies may also be available as a
contributory  IRAs, as contributory  Roth IRAs, as Section 403(b)  annuities and
for use in Section 401(a) qualified pension and profit sharing plans established
by  corporate  employers.  Generally,  Qualified  Policies  contain  restrictive
provisions limiting the timing and amount of payments and distributions from the
Qualified Policy.

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 generally be at least $5,000.
Transamerica,  may, in its discretion, accept lower initial Premiums for certain
Qualified Policies.
         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.  Policies
normally will not be issued with respect to  Annuitants  more than 80 years old,
although  Transamerica  in its discretion may waive this  restriction in certain
cases.
         If the Initial Premium cannot be credited within two days of receipt of
the Premium and  application  because the  application  is incomplete or for any
other reason,  then Transamerica will contact the Owner,  explain the reason for
the delay and will refund the Initial  Premium  within five business days unless
the Owner consents to  Transamerica  retaining the Initial Premium and crediting
it as soon as the requirements are fulfilled.
         The Owner has the right to  examine  the  Policy  for a limited  period
known as a "Free Look  Period." The Owner can cancel the Policy by delivering or
mailing a written  notice or by sending a telegram to (a) the agent through whom
the Policy was purchased or (b) the Service Center, before midnight of the tenth
day after  receipt  of the  Policy.  Notice  given by mail and the return of the
Policy  by mail,  properly  addressed  and  postage  prepaid,  will be deemed by
Transamerica to have been made on the date postmarked.  Transamerica will refund
Premium  allocated to the Fixed  Account plus the  Variable  Accumulated  Value,
determined  as of the date the  notice is  postmarked,  within  seven days after
receipt of such notice to cancel and the returned Policy.
         Additional  Premiums may be made at any time prior to the Annuity Date,
as long as the Annuitant or Contingent Annuitant is living.  Additional Premiums
must be at least $500, or at least $100 if made pursuant to an automatic payment
plan, under which the Additional Premiums is automatically  deducted from a bank
account.  In addition,  minimum  allocation  amounts apply (see  "Allocation  of
Premiums"below).  Additional  Net  Premiums are credited to the Policy as of the
date the payment is received.  Currently,  additional Premiums after the initial
Premium may not be made to Section 401(a) and Section 403(b) annuity Policies.
         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 $500 to any  selected
Sub-Account.   The  Owner  may  choose  to  allocate  nothing  to  a  particular
Sub-Account.
         For IRAs, on the Policy Date, the Net Premium  derived from the Initial
Premium will first be allocated to the Money Market  Sub-Account of the Variable
Account and will remain in that  Sub-Account for fifteen calendar days after the
Policy Date. At that time,  the dollar value of the  Accumulation  Units held in
the Money Market Sub-Account  attributable to such net Premium will be allocated
among the Sub-Accounts of the Variable Account in accordance with the allocation
percentages  selected by the Owner in the application.  This initial  allocation
after the Free Look Period from the Money Market Sub-Account to the Sub-Accounts
selected by the Owner does not count towards the limit of 18 free  transfers per
Policy  Year.  On non-IRA  Policies,  the Net Premium  derived  from the initial
Premium will be allocated directly to the Sub-Account(s) selected by the Owner.
         Each Net  Premium  will be subject  to the  allocation  percentages  in
effect at the time of receipt of such Premium.  The allocation  percentages  for
new Premiums among the  Sub-Accounts  may be changed by the Owner at any time by
submitting a request for such change to the Service  Center in a form and manner
acceptable  to  Transamerica.  Any  changes to the  allocation  percentages  are
subject to the  limitation  above.  Any change  will take  effect with the first
Premium received with or after receipt of request for such 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 $500.
Investment Option Limit
         Currently,  the Owner may not  allocate  amounts to more than  eighteen
investment  options  over the life of the  Policy.  Investment  options  include
Sub-Accounts of the Variable Account and the Fixed Account. Each Sub-Account and
the Fixed Account that ever received a transfer or purchase  payment  allocation
count as one towards this total of eighteen limit.  Transamerica  may waive this
limit in the future. For example,  if the Owner makes an allocation to the Money
Market  Sub-Account  and later  transfers  all amounts out of this Money  Market
Sub-Account, it would still count as one for the purposes of the limitation even
if it held no value.  If the  Owner  transfers  from a  Sub-Account  to  another
Sub-Account and later back to the first,  the count towards the limitation would
be two, not three.

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

TRANSFERS

Before the Annuity Date
         Before the  Annuity  Date,  the Owner may  transfer  all or part of the
Policy Value among the  Sub-Accounts  by giving a Written Request to the Service
Center subject to the following conditions:  (1) the minimum amount which may be
transferred is $500; and (2) the minimum transfer to an Inactive  Sub-Account is
$500.  Transfers are restricted into or out of the Fixed Account.  See the Fixed
Account, page 20. Transfers are also subject to such terms and conditions as may
be imposed by the Portfolios.
         Transfer  requests must specify the amounts being transferred from each
Sub-Account  or the Fixed  Account and the amounts being  transferred  into each
Sub-Account or the Fixed Account.
         Transamerica imposes a transfer fee of $10 for each transfer over 18 in
a Policy Year. Transamerica reserves the right to waive the transfer fee or vary
the number of transfers  without  charge or not count  transfers  under  certain
opitons or services for purposes of the allowed number without charge.
         If a transfer  reduces the value in a Sub-Account  or the Fixed Account
to less  than  $500,  then  Transamerica  reserves  the  right to  transfer  the
remaining amount along with the amount requested to be transferred in accordance
with the transfer  instructions  provided by the Owner. Under current law, there
will not be any tax  liability  to the  Owner  if the  Owner  makes a  transfer.
Possible Restrictions
         Transamerica  reserves  the  right  without  prior  notice  to  modify,
restrict,  suspend or eliminate the transfer  privileges at any time and for any
reason.  For  example,  restrictions  may be  necessary  to protect  Owners from
adverse impacts on portfolio  management of large and/or  numerous  transfers by
market  timers or others.  Transamerica  has  determined  that the  movement  of
significant  Sub-Account  values from one Sub-Account to another may prevent the
underlying Portfolio from taking advantage of investment  opportunities  because
the  Portfolio  must  maintain a  significant  cash  position in order to handle
redemptions.  Such movement may also cause a  substantial  increase in Portfolio
transaction  costs  which  must  be  indirectly  borne  by  Owners.   Therefore,
Transamerica reserves the right to require that all transfer requests be made by
the Owner and not by a third party  holding a power of  attorney  and to require
that each transfer request be made by a separate  communication to Transamerica.
Transamerica  also reserves the right to request that each  transfer  request be
submitted  in writing and be manually  signed by the Owner or Owners;  facsimile
transfer requests may not be allowed. Dollar Cost Averaging
         Prior to the  Annuity  Date,  the Owner may  request  that  amounts  be
automatically  transferred  from one (and  only one) of the  Sub-Accounts  which
invest in the Money Market,  Quality Bond or Limited Term High Income Portfolios
or the Fixed  Account (the "Source  Account")  to any of the  Sub-Accounts  on a
monthly basis by submitting a request to the Service Center in a form and manner
acceptable to Transamerica. The transfers will begin the month following, but no
sooner than one week  following,  receipt of such request,  provided that Dollar
Cost Averaging  transfers will not commence until the later of (a) 30 days after
the Policy Date, or (b) the  estimated  end of the Free Look Period  (allowing 5
days for  delivery  of the  Policy by mail).  Transfers  will  continue  for the
duration  selected  by  the  Owner  unless  (1)  terminated  by the  Owner,  (2)
automatically terminated by Transamerica because there are insufficient funds in
the applicable  Sub-Account  or Fixed  Account,  or (3) for other reasons as set
forth in the Policy.  The Owner may request that monthly  transfers be continued
for an  additional  period of time by giving  notice to the Service  Center in a
form and  manner  acceptable  to  Transamerica  within 30 days prior to the last
monthly transfer. If no request to continue the monthly transfers is made by the
Owner, this option will terminate automatically with the last transfer.
         In order to be eligible for Dollar Cost Averaging,  the Owner must meet
the following conditions:  (1) the value of the 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  or Fixed  Account is $250 per
month; and (3) the minimum amount  transferred into any other Sub-Account is the
greater of $250 or 10% of the amount being  transferred.  Dollar Cost  Averaging
transfers can not be made from a Sub-Account from which  Systematic  Withdrawals
or Automatic Payouts are being made.
          There is no charge for the Dollar Cost Averaging service and transfers
due to Dollar Cost Averaging  will not count toward 18 transfers  without charge
per Policy Year.
         Dollar Cost Averaging transfers may not be made to the Fixed Account.
Automatic Asset Rebalancing
         After Premiums have been allocated among the variable Sub-Accounts, the
performance of each  Sub-Account may cause this allocation to change.  The Owner
may instruct Transamerica to automatically rebalance the amounts in the Variable
Accumulated Value by reallocating  amounts among the variable  Sub-Accounts,  at
the  time,  and in the  percentages,  specified  in the  Owner  instructions  to
Transamerica  and  accepted  by  Transamerica.  The  Owner may elect to have the
rebalancing  done on an annual,  semi-annual or quarterly  basis.  The Owner may
elect to have amounts allocated among the Sub-Accounts  using whole percentages,
with a minimum of 10% allocated to each Sub-Account.
         The Owner may elect to  establish,  change or terminate  the  Automatic
Asset  Rebalancing  by submitting a request to the Service  Center in a form and
manner  acceptable  to  Transamerica.   The  restrictions  concerning  transfers
described on page 29 will not be applicable to the Automatic Asset  Rebalancing;
Automatic  Asset  Rebalancing  will  not  count  towards  the  limit  of 18 free
transfers in a Policy Year. There is currently no charge for the Automatic Asset
Rebalancing, however, Transamerica reserves the right to charge a nominal amount
for this  feature.  Transamerica  reserves  the  right to  discontinue  offering
Automatic Asset Rebalancing any time for any reason. After the Annuity Date
         If a Variable Annuity Payout Option is elected,  the Owner may transfer
Variable  Account  amounts  after the Annuity Date by  submitting a request in a
form  acceptable to  Transamerica  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 $50 monthly payment.
         Transfers  among  Sub-Accounts   during  the  Annuity  Period  will  be
processed  based  on  the  formula  outlined  in  the  Statement  of  Additional
Information.

CASH WITHDRAWALS

Withdrawals
         The Owner may  withdraw all or part of the Cash  Surrender  Value for a
Policy at any time  during the life of the  Annuitant  and prior to the  Annuity
Date by giving a written  request to the Service Center and subject to the rules
below.  Federal or state laws,  rules or regulations may also apply.  The amount
payable to the Owner if the Policy is  surrendered on or before the Annuity Date
is the Cash Surrender Value which is equal to the Policy Value,  less any Policy
Fee, less any applicable  Contingent Deferred Sales Load and less any applicable
premium taxes.
         No  withdrawals  may be made after the Annuity  Date.  Only one partial
withdrawal  will be  permitted  while  the  Systematic  Withdrawal  Option is in
effect. Partial withdrawals must be at least $500.
         A full surrender 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 or Fixed Account.
If the Owner does not  specify  from  where the  withdrawal  is to be made,  the
withdrawal will be taken pro rata from all Sub-Accounts  with current values. If
the requested  withdrawal  reduces the value of the  Sub-Account  from which the
withdrawal  was made to less  than  $500,  Transamerica  reserves  the  right to
transfer  the  remaining  value  of  that  Sub-Account  pro  rata.  If  no  such
Sub-Accounts  exist, such transfer will be made to the Money Market Sub-Account.
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  27).   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,  except for  distributions  from certain  Qualified  Policies that may be
subject to mandatory 20% withholding.  Withholding applies to the portion of the
withdrawal  which is includible in income and subject to federal income tax. The
federal income tax withholding rate for partial  withdrawals and full surrenders
is 10%, or 20% in the case of certain  qualified plans, of the taxable amount of
the withdrawal. Withholding applies only if the taxable amount of the withdrawal
is at least  $200.  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 33.) In addition,  under New York law the Owner
may request Transamerica to withhold New York income tax from withdrawals.
         Withdrawal  (including  surrender) requests generally will be processed
as of the end of the Valuation  Period  during which the request,  including all
completed  forms, is received.  Payment of any cash withdrawal or lump sum death
benefit due from the Variable Account will occur within seven days from the date
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.  The payment of a withdrawal  from the Fixed Account may be delayed for up
to six months.  If delayed for more than 10 days,  interest  will be paid on the
withdrawal amount up to the date of payment.
         SINCE THE OWNER ASSUMES THE INVESTMENT RISK FOR AMOUNT ALLOCATED TO THE
VARIABLE  ACCOUNT 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,  only with
Transamerica's  prior permission (except for rollover IRA's),  will be issued in
connection with retirement  plans which meet the  requirements of Section 408(b)
of the Code, reference should be made to the terms of the particular  retirement
plans for any additional limitations or restrictions on cash withdrawals.
         An Owner may elect,  under the Systematic  Withdrawal  Option or
 Automatic Payout Option (but not both), to withdraw
certain amounts on a periodic basis from the Sub-Accounts prior to the Annuity
Date.
Systematic Withdrawal Option
         Prior to the Annuity Date,  the Owner,  by giving Written Notice to the
Service Center,  may elect to have  withdrawals  automatically  made from one or
more  Sub-Account(s)  on a  monthly  basis.  (Other  distribution  modes  may be
permitted.) The  withdrawals  will commence the month  following,  but no sooner
than one week following,  receipt of Written  Notice,  except that they will not
commence  sooner  than the later of (a) 30 days after the Policy Date or (b) the
end of the Free Look Period. Upon written notice to the Owners, Transamerica may
change the day of the month on which  withdrawals  are made  under this  option.
Withdrawals will be from the  Sub-Account(s)  and in the percentage  allocations
specified by the Owner. If no specifications  are made,  withdrawals will be pro
rata  from  all  Sub-Account(s)   and  Fixed  Account  with  value.   Systematic
Withdrawals can not be made from a Sub-Account  from which Dollar Cost Averaging
transfers are being made.
         To be eligible for the Systematic  Withdrawal  Option, the Policy Value
must be at least  $12,000 at the time of election.  The minimum  monthly  amount
that can be withdrawn is $100. The maximum  monthly amount that can be withdrawn
on an annual basis is equal to the sum, as of the date of the first  withdrawal,
of (a) 10% of Premiums  that are less than seven Policy Years old and (b) 10% of
remaining Premiums that are at least seven Policy Years old.
         Systematic  withdrawals  are not subject to the Contingent  Deferred
Sales Load but can be reduced by any applicable
premium  tax.  Systematic  withdrawals  may be taxable,  subject to 
withholding,  and subject to the 10% penalty  tax.  (See
"Federal Tax Matters" page 33.)
         The systematic withdrawals will continue unless terminated by the Owner
or automatically  terminated by Transamerica as set forth in the Policy. If this
option  is  terminated  it may  not be  elected  again  until  the  next  Policy
Anniversary.  Only one  partial  withdrawal  can be made  while  the  Systematic
Withdrawal Option is in effect and a second partial  withdrawal taken while this
option is in effect  will  automatically  terminate  the  Systematic  Withdrawal
Option and any amount requested as a partial withdrawal  (including the first in
a Policy Year) will be subject to a Contingent Deferred Sales Load to the extent
it exceeds accumulated earnings.
         Transamerica  reserves  the right to impose an annual  fee of an amount
not to exceed $25 per Policy year for  administrative  expenses  associated with
processing the systematic withdrawals. This fee, which is currently waived, will
be deducted  from each  systematic  withdrawal  in equal  installments  during a
Policy  Year.  Consult  your tax adviser  and,  if  applicable,  the  particular
retirement plan,  before requesting  withdrawals from a Qualified Policy.  There
may be severe  restrictions with regard to withdrawals from Qualified  Policies.
Automatic Payout Option ("APO")
         Prior to the Annuity  Date,  the Owner may elect the  Automatic  Payout
Option ("APO") to satisfy minimum  distribution  requirements under the Code for
certain  Qualified  Policies.  See the Automatic Payout Option  discussion under
Qualified Policies on page 32.

DEATH BENEFIT

         If the Owner or Annuitant dies before the Annuity Date, a death benefit
is payable. If the deceased Owner or Annuitant, as applicable,  had not attained
their 85th  birthday,  the death  benefit will be the greatest of (a) the Policy
Value,  (b) all  Premiums  paid  less  all  withdrawals  and any  premium  taxes
applicable to those  withdrawals or (c) the greatest  Policy  Anniversary  Value
prior to the earliest of the  Annuitant's or Owner's 75th birthday  increased by
all Premiums paid since that Policy  Anniversary  less all  withdrawals  and any
premium taxes applicable to those withdrawals 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.  The Death Benefit will be determined
as of the  Valuation  Period during which the later of (a) Proof of Death of the
Owner or Annuitant is received by the Service  Center or (b) a Written Notice of
the method of settlement  elected by the  Beneficiary is received at the Service
Center. If no settlement method is elected, the death benefit will be calculated
and  paid as of a date no  later  than one year  after  the  date of  death.  No
Contingent  Deferred Sales Load will apply. Until the death benefit is paid, the
Policy  Value will remain in the  Sub-Accounts  as  previously  specified by the
Owner or as reallocated  pursuant to instructions  received by Transamerica from
all  Beneficiaries.  Therefore,  the Policy Value will fluctuate with investment
performance of the applicable Sub-Account(s) and accordingly,  the amount of the
death  benefit will depend 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 to make
the  payment.  The  death  benefit  may be paid in a lump sum cash  benefit  or,
subject to any limitations  under any state or federal law, rule, or regulation,
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 33.)
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.


<PAGE>



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 upon the death of the  Annuitant  the
Contingent Annuitant will become the Annuitant and no Death Benefit will be paid
at that time. Death of Owner Prior to the Annuity Date
           If an Owner dies before the Annuity  Date,  a death  benefit  will be
paid to that Owner's Beneficiary.  If the Policy has Joint Owners, the surviving
Joint Owner will be the Owner's  Beneficiary.  If the Owner's Beneficiary is the
deceased Owner's spouse, then the spouse may elect to treat the Policy as his or
her own or  receives  payment  of the death  benefit.  The  payment of the death
benefit may be subject to certain  distribution  requirements  under the federal
income tax laws. (See "Federal Tax Matters" page 33.)
Death of Annuitant or Owner After the Annuity Date
           If the  Annuitant  or an Owner dies  after the  annuity  starts,  the
remaining  undistributed  portion,  if any, of the 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.  If the
Owner is not the  Annuitant,  upon an Owner's  death,  any  remaining  ownership
rights will pass to the Owner's Beneficiary.

CHARGES AND DEDUCTIONS

           No  deductions  are made  from  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
or the Fixed 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 Policy Years                           Contingent Deferred Sales Load
Since Receipt of  Each Premium                       As a Percentage of Premium
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.
         Certain amounts may be withdrawn free of any Contingent  Deferred Sales
Load.  The Owner may make  withdrawals  up to the  "Allowed  Amount"  (described
below)  without  incurring  a  Contingent  Deferred  Sales Load each Policy Year
before the Annuity  Date.  During the first Policy Year,  the Allowed  Amount is
equal  to  accumulated  earnings  not  previously   withdrawn.   For  the  first
withdrawal,  and only the  first  withdrawal  in a Policy  Year  after the first
Policy Year,  the  available  Allowed  Amount is equal to the sum of (a) 100% of
Premiums  not  previously  withdrawn  and  received at least seven  Policy years
before the date of  withdrawal;  please (b) the  greater of (i) the  accumulated
earnings not previously  withdrawn or (ii) 10% of Premiums received at least one
but less than seven  complete  Policy  Years before the date of  withdrawal  not
reduced  to take  into  account  any  withdrawals  deemed  to be made  from such
Premiums.  After the first  withdrawal in a Policy Year,  after the first Policy
Year, the available  Allowed Amount is equal to the sum of: (a) 100% of Premiums
not  previously  withdrawn  and  received at least seven  complete  Policy Years
before the date of  withdrawal;  plus (b)  accumulated  earnings not  previously
withdrawn.  Withdrawals will always be made first from accumulated earnings, and
then from Premiums on a first in first out basis, so that  accumulated  earnings
may be depleted  with the first  withdrawal  and the 10% of  Premiums  discussed
above is not used in the calculation of the Allowed Amount. If an Allowed Amount
is not withdrawn during a Policy Year, it does not carry over to the next Policy
Year.  However,  accumulated  earnings,  if any, in an Owner's  Policy Value are
always  available as the Allowed Amount.  No withdrawals are allowed with regard
to Premiums made by a check which has not cleared.
         Some Policy Owners may hold Policies  which,  when  originally  issued,
provided for an Allowed  Amount which was equal to the sum of (1) all  Premiums,
not  previously  withdrawn and held more then seven Policy Years plus (2) 10% of
Premiums held between one and seven Policy Years not reduced by any  withdrawals
made from such Premiums. Under these Policies,  withdrawals were made first from
Premiums (on a first in first out basis) then from earnings.  The Allowed Amount
applicable  to these  Policy  Owners will be  determined  by  whichever  formula
provides  them with the  larger  amount  available,  for full  surrenders  only,
without a Contingent Deferred Sales Load.
         In addition,  no Contingent  Deferred Sales Load is assessed:  (a) upon
annuitization  to an option  involving life  contingencies on or after the third
Policy Anniversary;  (b) on distributions  resulting from the death of the Owner
or Annuitant before the Annuity Date; (c) upon withdrawals of Policy Value among
the  Sub-Accounts  under  the  Systematic  Withdrawal  Option;  (d) or,  in some
circumstances,  under the Automatic  Payout Option.  Any  applicable  Contingent
Deferred Sales Load will be deducted from the amount  requested for both partial
withdrawals and full surrenders. Administrative Charges
           At the end of each Policy Year before the Annuity Date,  Transamerica
deducts an annual Policy Fee as partial  compensation  for expenses  relating to
the issue and  maintenance  of the Policy and the Variable  Account.  The annual
Policy Fee is equal to the lesser of $30 or 2% of the  Policy  Value.  No Policy
Fee will be deducted  for a Policy Year if the Policy Value  exceeds  $50,000 on
the  last  business  day of the  Policy  Year or as of the date  the  Policy  is
surrendered.  The Policy Fee may be changed upon 30 days advance written notice,
subject to the prior approval of the New York State Insurance  Department but in
no event  may it  exceed  the  lesser  of $60 or 2% of the  Policy  Value.  Such
increases  in the  Policy Fee will  apply  only to future  deductions  after the
effective date of the change. If the Policy is surrendered on other than the end
of a Policy  Year,  the Policy Fee will be  deducted in full at the time of such
surrender.  The  Policy  Fee will be  deducted  on a pro rata  basis  from  each
Sub-Account  in which the Policy is  invested at the time of such  deduction  or
from the Fixed Account if there are insufficient funds in the Sub-Accounts.
         After the Annuity Date,  an annual  Annuity Fee of $30 will be deducted
in equal amounts from each Variable  Annuity Payment made during the year ($2.50
each month if monthly  payments).  This fee will not be changed.  No Annuity Fee
will be deducted from Fixed Annuity Payments.
         Transamerica also makes a deduction (the Administrative Expense Charge)
from the Variable  Account at the end of each Valuation  Period (both before and
after the Annuity Date) at an effective  current  annual rate of 0.15% of assets
held in each Sub-Account for those administrative  expenses  attributable to the
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.  The  administrative  charges  do not bear any
relationship  to the actual  administrative  costs of a particular  Policy.  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. Transamerica guarantees that this charge of
1.25% will never increase.
         The  Mortality  and Expense  Risk Charge is  reflected  in the Variable
Accumulation or Variable Annuity Unit Values for each Sub-Account.
         Variable  Accumulated  Values and  Variable  Annuity  Payments  are not
affected by changes in actual mortality experience incurred by Transamerica. The
mortality risks assumed by Transamerica  arise from its contractual  obligations
to make Annuity  Payments  (determined in accordance with the annuity tables and
other provisions contained in the Policy) and to pay death benefits prior to the
Annuity Date. Thus Owners are assured that neither the Annuitant's own longevity
nor an  unanticipated  improvement  in general life  expectancy  will  adversely
affect the Annuity Payments under the Policy.
         Transamerica  also bears  substantial risk in connection with the death
benefit  before the Annuity Date,  since it will pay a death benefit that may be
greater  than the  Policy  Value.  In this way,  Transamerica  bears the risk of
unfavorable experience in the Sub-Accounts.
         The   expense   risk   assumed  by   Transamerica   is  the  risk  that
Transamerica's  actual  expenses in  administering  the 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 a 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.
         In certain limited  circumstances,  a broker-dealer  or other entity 
 distributing  the Policies may elect to pay to
Transamerica an amount equal to the premium taxes that would otherwise be 
 attributable to that entity's  customers.  In such
cases, Transamerica will not impose a premium tax charge on those Policies.
Transfer Fee
          A $10 fee is  charged  for each  transfer  in excess  of 18 in a 
Policy  Year.  Currently,  no fee is  charged  for
Automatic Asset Rebalancing.  However, Transamerica reserves the right to 
impose a nominal fee.
Systematic Withdrawal Option
           Transamerica  reserves  the  right to  impose an annual  fee of an  
amount  not to exceed  $25 for  administrative
expenses associated with processing systematic  withdrawals.  This fee, which 
is currently waived, will be deducted from each
systematic withdrawal in equal installments during a 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 17.)
Sales in Special Situations
         Transamerica  may sell the  Policies  in  special  situations  that are
expected to involve  reduced  expenses for  Transamerica.  These  instances  may
include: 1) sales in certain group arrangements, such as employee savings plans;
2) sales to current  or former  officers,  directors  and  employees  (and their
families) of Transamerica and its affiliates;  3) sales to officers,  directors,
and employees (and their  families) of the Portfolios'  investment  advisers and
their  affiliates;  and 4) sales to  officers,  directors,  employees  and sales
agents (registered  representatives)  (and their families) of broker-dealers and
other financial  institutions  that have sales  agreements with  Transamerica to
sell the policies. In such situations, 1) the contingent deferred sales load may
be reduced or waived, 2) the mortality and expense risk charge or administration
charges may be reduced or waived;  and/or 3) certain  amounts may be credited to
the policy account value (for examples,  amounts related to commissions or sales
compensation  otherwise payable to a broker-dealer may be credited to the Policy
Account Value.  These  reductions in fees or charges or credits to account value
will not unfairly  discriminate  against any Policy Owner.  These  reductions in
fees or charges or credits to Account Value are generally taxable and treated as
Premiums for purposes of income tax and any possible premium tax charge.


<PAGE>


ANNUITY PAYMENTS

Annuity Date
           Initially,  the Annuity Date is selected by the Owner at the time the
Initial Premium is paid.  Thereafter,  the Annuity Date may be changed from time
to time by the Owner by giving notice to the Service Center provided that notice
of each change is received by the Service Center at least thirty (30) days prior
to the then-current  Annuity Date. The Annuity Date must not be earlier than the
third Policy  Anniversary.  The latest  Annuity Date which may be elected is the
first  day  of  the  calendar  month  immediately  preceding  the  month  of the
Annuitant's 85th birthday.
         The Annuity Date must be the first day of a calendar  month.  The 
first Annuity  Payment will be on the first day of
the month immediately following the Annuity Date.
Annuity Payment
           The  Annuity  Date is the date that the  Annuity  Purchase  Amount is
applied to provide  the Annuity  Payments  under the Policy  under the  selected
Annuity  Form and  Payment  Option,  unless  the  entire  Policy  Value has been
withdrawn or the death  benefit has been paid to the  Beneficiary  prior to that
date.  The Annuity  Purchase  Amount is the Policy  Value,  less any  applicable
Contingent  Deferred  Sales  Load and less any  applicable  premium  taxes.  Any
Contingent  Deferred  Sales  Load will be waived if  values  are  applied  to an
Annuity  Form  involving  life  contingencies  on  or  after  the  third  Policy
Anniversary.
         If the amount of the monthly  Annuity  Payment  from any of the Payment
Options  selected by the Owner would result in a monthly Annuity Payment of less
than $20, or if the Annuity  Purchase  Amount is less than $2,000,  Transamerica
reserves  the right to offer a less  frequent  mode of payment or pay the Policy
Value in a cash payment.  Monthly  Annuity  Payments  from the Variable  Annuity
Payment  Option will further be subject to a minimum  monthly  annuity amount of
$50 from each  Sub-Account of the Variable  Account from which such payments are
made.
         The Owner may choose from the Annuity  Forms  below.  Transamerica  may
consent to other plans of payment  before the Annuity  Date.  For Annuity  Forms
involving life income, the actual age and/or sex of the Annuitant, or a Joint or
Contingent Annuitant will affect the amount of each payment.  Sex-distinct rates
generally  are  not  allowed  under  certain  Qualified  Policies.  Transamerica
reserves the right to ask for satisfactory proof of the Annuitant's (or Joint or
Contingent  Annuitant's)  age.  Transamerica  may delay Annuity  Payments  until
satisfactory proof is received.  Since payments to older Annuitants are expected
to be fewer in  number,  the  amount of each  Annuity  Payment  under a selected
Annuity Form shall be greater for older Annuitants than for younger Annuitants.
         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 33.)
Election of Annuity Forms and Payment Options
           The Annuity Form and Payment  Option for each Policy is set as a 120
 month period  certain and life Annuity  Form,
under the Variable Payment Option.
         Before the Annuity Date,  and while the Annuitant is living,  the Owner
may, by Written  Request,  change the Annuity Form or Annuity  Payment Option or
may request payment of the Cash Surrender Value for the Policy.  The request for
change of the  Annuity  Date or Annuity  Payment  Option must be received by the
Service Center at least 30 days prior to the Annuity Date.
         In the event that an Annuity  Form and Payment  Option are not 
 selected  at least 30 days before the Annuity  Date,
Transamerica  will make Variable  Annuity  Payments in accordance with the 120 
month period certain and life Annuity Form and
the applicable provisions of the Policy.
Annuity Payment Options
           The Annuity Forms may be paid under Fixed or Variable Annuity Payment
Options. Under the Fixed Annuity Payment Option, the amount of each payment will
be determined on the Annuity Date and will not  subsequently  be affected by the
investment  performance of the Sub-Accounts.  Under the Variable Annuity Payment
Option, the Annuity Payments,  after the first Annuity Payment, will reflect the
investment experience of the Sub-Account or Sub-Accounts chosen by the Owner.
         Owners may elect a Fixed Annuity, a Variable Annuity,  or a combination
of both (in 25% increments of the Annuity Purchase Amount).  If the Owner elects
a combination,  he or she must specify what part of the Annuity  Purchase Amount
is to be applied to the Fixed and Variable  Payment  Options.  Unless  specified
otherwise,  the  applied  Annuity  Purchase  Amount  will be used to  provide  a
Variable  Annuity.  In this event,  the initial  allocation of Variable  Annuity
Units for the Variable  Sub-Accounts will be in proportion to the Policy's value
in the Sub-Accounts on the Annuity Date.


<PAGE>


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  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, starting on the
first day of the month  immediately  following  the Annuity  Date, if and for as
long as the  Annuitant and Joint  Annuitant  are living.  After the Annuitant or
Joint Annuitant dies,  payments will continue as long as the survivor lives. The
continued payments can be in the same amount as the original payments,  or in an
amount equal to one-half or  two-thirds  thereof.  It is possible  that only one
payment or very few payments  will be made under this form if the  Annuitant and
Joint Annuitant both die shortly after payments begin.
         The Written  Request for this form must: (a) name the Joint  Annuitant;
and (b) state the  percentage  of  continued  payments  for the  survivor.  Once
payments start under this Annuity Form, the person named as Joint Annuitant, for
the purpose of being the measuring life, may not be changed.  Transamerica  will
need proof of age for the Joint Annuitant before payments start.
         (5) Other Forms of Payment.  Benefits  can be provided  under any other
Annuity Form not described in this section subject to  Transamerica's  agreement
and any applicable  state or federal law or  regulation.  Requests for any other
Annuity  Form must be made in  writing  to the  Service  Center at least 30 days
before the Annuity Date.
         Once payments start under the Annuity Form and Payment Option  selected
by the Owner: (a) no changes can be made in the Annuity Form and Payment Option;
(b) no additional  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 a
Qualified Policy, the Owner may not change the Payee on or after the Annuity 
Date.
Alternate Fixed Annuity Rates
           The amount of any Fixed  Annuity  Payments  will be determined on the
Annuity  Date  by  using  either  the   guaranteed   fixed   annuity   rates  or
Transamerica's current single premium fixed annuity rates at the time, whichever
would result in a higher amount of monthly Fixed Annuity Payments.

QUALIFIED POLICIES

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

         With Transamerica's  prior permission,  the Policy may also be used for
various types of qualified pension and profit sharing plans under Section 401 of
the Code,  which  permits  corporate  employers  to establish  various  types of
retirement  plans for  employees,  and as Section 403(b)  annuities.  Currently,
additional  Premiums after the initial  Premium may not be made to Policies used
as Section  401(a) or Section  403(b)  annuities.  The tax rules  applicable  to
distribution  from  qualified  retirement  plans,   including   restrictions  on
contributions and benefits,  taxation of  distributions,  and any tax penalties,
vary  according  to the type of plan and the  terms and  conditions  of the plan
itself.  Various tax penalties may apply to contributions in excess of specified
limits,  distributions  prior to age 59 1/2  (subject  to  certain  exceptions),
distributions  that do not satisfy  specified  requirements  and  certain  other
transactions with subject to qualified plans. Purchasers of the Policies for use
in qualified plans should seek competent advice regarding the suitability of the
proposed plan documents and the Policies to their specific  needs.  Transamerica
reserves the right to decline to sell the Policy to certain  qualified  plans or
terminate the policy if in Transamerica's judgment the Policy is not appropriate
for the plan.
         If a Policy is purchased to fund an IRA or Roth IRA, the Annuitant must
also be the Owner. In addition, under current tax law, minimum distributions are
required from certain Qualified Policies. See "Federal Tax Matters" page 33.
The Owner should consult his/her tax adviser concerning these matters.
Automatic Payout Option ("APO")
         Prior to the Annuity Date,  for Qualified  Policy other than Roth IRAs,
the Owner may elect the  Automatic  Payout  Option  ("APO") to  satisfy  minimum
distribution requirements under Sections 401(a)(9), 403(b), and 408(b)(3) of the
Code with regard to this Policy. See "Federal Tax Matters" page 33. For IRAs and
Sep/IRAs  this may be elected no earlier  than six months  prior to the calendar
year in which the Owner  attains age 70 1/2, but payments may not begin  earlier
than January of such calendar year.  For other  Qualified  Policies,  APO can be
elected  no  earlier  than six  months  prior to the later of when the Owner (a)
attains  age  70  1/2;  and  (b)  retires  from  employment.  Additionally,  APO
withdrawals  may not begin before the later of (a) 30 days after the Policy Date
or (b) the end of the Free  Look  Period.  APO may be  elected  in any  calendar
month, but no later than the month in which the Owner attains age 84.
         APO withdrawals will be from the  Sub-Account(s)  and in the percentage
allocations  specified by the Owner. If no specifications are made,  withdrawals
will be pro rata from all Sub-Account(s) with value. Withdrawals can not be made
from a Sub-Account from which Dollar Cost Averaging transfers are being made.
         Payments will be made annually,  and will continue unless terminated by
the  Owner or  automatically  terminated  by  Transamerica  as set  forth in the
Policy. Once terminated, APO may not be elected again.
           If only APO withdrawals  are made, no Contingent  Deferred Sales Load
will apply,  regardless of the "Allowed Amount" (described on page 27). However,
if a partial  withdrawal is taken,  that partial  withdrawal  and any subsequent
withdrawals  that Policy  Year will be subject to a  Contingent  Deferred  Sales
Charge to the extent they exceed the "Allowed Amount." (See "Contingent Deferred
Sales Load" page 27.)
         To be eligible for this option,  the following  conditions must be met:
(1) the Policy Value must be at least  $12,000 at the time of election;  and (2)
the annual withdrawal amount is the larger of the required minimum  distribution
under Code Sections 401(a)(9) or 408(b)(3) or $500.
         APO  allows  the  required  minimum  distribution  to be paid  from the
Sub-Account(s) of the Variable Account.  If there are insufficient  funds in the
Variable Account to make a withdrawal,  or for other reasons as set forth in the
Policy, this option will terminate.
         If you have more than one qualified  plan subject to the Code's minimum
distribution  requirements,  you must consider all such plans in the calculation
of  your  minimum   distribution   requirement,   but  Transamerica   will  make
calculations  and  distribution  with regard to this Policy  only.  Restrictions
under Section 403(b) Programs
         Certain restrictions apply to annuity contracts used in connection with
Internal  Revenue Code Section 403(b)  retirement  plans.  Section 403(b) of the
Internal  Revenue Code provides for  tax-deferred  retirement  savings plans for
employees of certain  non-profit and  educational  organizations.  In accordance
with the requirements of the Code,  Section 403(b)  annuities  generally may not
permit distribution of (i) elective  contributions made in years beginning after
December 31, 1988, and (ii) earnings on those  contributions  and (iii) earnings
on amounts attributable to elective contributions held as of the end of the last
year  beginning  before January 1, 1989.  Distributions  of such amounts will be
allowed only upon death of the employee,  on or after  attainment of age 59 1/2,
separation from service,  disability,  or financial hardship, except that income
attributable  to elective  contributions  may not be  distributed in the case of
hardship.

FEDERAL TAX MATTERS

Introduction
         The  following  discussion  is a general  description  of  federal  tax
considerations  relating to the 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 special tax treatment  ("Qualified  Policy").  Qualified Policies
are designed for use by  individuals  solely as plans entitled to special income
tax treatment under Sections 401, 403(b), 408 and 408A of the Code. The ultimate
effect of federal  income taxes on the amounts  held under a 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 with proceeds from a tax qualified retirement plan
and  receiving  distributions  from a  Qualified  Policy  in order  to  continue
receiving  special 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.
Premiums
           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 policy,  Transamerica may require that the prospective purchaser
provide information with regard to the federal income tax status of the previous
annuity  policy.  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.

Taxation of Annuities
         In General
         Section  72 of the Code  governs  taxation  of  annuities  in  general.
Transamerica  believes that the Owner who is a natural  person  generally is not
taxed on  increases  in the  value  of a Policy  until  distribution  occurs  by
withdrawing  all or part of the  Policy  Value  (e.g.,  withdrawals  or  Annuity
Payments under the Annuity Option  elected).  For this purpose,  the assignment,
pledge, or agreement to assign or pledge any portion of the Policy Value (and in
the  case of a  Qualified  Policy,  any  portion  of an  interest  in the  plan)
generally  will  be  treated  as  a  distribution.  The  taxable  portion  of  a
distribution  (in the form of a single sum  payment or an annuity) is taxable as
ordinary income.
         The  Owner of any  Non-Qualified  Policy  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  Policies  owned by a
natural persons.
         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 apply to 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.
         Withholding
         The Code  requires  Transamerica  to withhold  federal  income tax from
distributions under the Policies. However, except for distributions from certain
Qualified Policies,  an Owner will be entitled to elect, in writing, not to have
tax  withheld.  Withholding  applies to the portion of a  distribution  which is
includible in income and subject to federal income tax, where the taxable amount
is at least $200. Some states also require withholding for state income taxes.
         The withholding  varies  according to the type of distribution  and the
Owner's tax status.  "Eligible rollover distributions" from Section 401(a) plans
and Section  403(b) tax  sheltered  annuities  are subject to mandatory  federal
income tax withholding at the rate of 20%. An eligible rollover  distribution is
the taxable  portion of any  distribution  from such a plan,  except for certain
distributions,  such as minimum  required  distributions  or  settlement  option
payments made in a specified form. The 20% mandatory withholding does not apply,
however,  if the  Owner  chooses a "direct  rollover"  from the plan to  another
tax-qualified plan or to an IRA (other than a Roth IRA).
         The federal income tax withholding rate for a distribution  that is not
an  "eligible  rollover  distribution"  is  10%  of the  taxable  amount  of the
distribution.
         Penalty Tax
         In the case of a distribution pursuant to a Non-Qualified 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 59
1/2; (2) made as a result of death or disability  of the Owner;  or (3) received
in  substantially  equal  periodic  payments  as a life  annuity  or a joint and
survivor  annuity  for the lives or life  expectancies  of the Owner and a Joint
Owner. Other tax penalties may apply to certain  distributions under a Qualified
Policy.
         Taxation of Death Benefit Proceeds
         Amounts may be  distributed  from the Policy because of the death of an
Owner or the  Annuitant.  Generally  such  amounts are  includible  in income as
follows:  (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender,  as described  above,  or (2) if distributed  under an Annuity
Option,  they are taxed in the same  manner as Annuity  Payments,  as  described
above.  For these purposes,  the investment in the Policy is not affected by the
Owner's or Annuitant's  death. That is, the investment in the Policy remains the
amount of any Premiums  paid which were not excluded  from gross  income.  Other
rules relating to distributions at death apply to Qualified Policies. You should
consult  your legal  counsel  and tax  adviser  regarding  these rules and their
impact on Qualified Policies.
         Required Distributions upon Owner's Death
         Notwithstanding  any provision of the Policy or this  prospectus to the
contrary,  no payment of benefits provided under the Policy will be allowed that
does not satisfy the  requirements  of Section  72(s) of the Code.  If the Owner
dies  before  the  Annuity  Date,  the  Death  Benefit  payable  to the  Owner's
Beneficiary will be distributed as follows:
         (a) the Death Benefit must be completely  distributed within five years
         of the Owner's date of death; or (b) the Owner's Beneficiary may elect,
         within the one year period after the Owner's date of death, to receive
                  the Death Benefit in the form of an annuity from us,  provided
                  that: (1) such annuity is distributed in  substantially  equal
                  installments over the life of such Owner's Beneficiary or over
                  a period  not  extending  beyond the life  expectancy  of such
                  Owner's  Beneficiary;  and (2) such  distributions  begin  not
                  later than one year after the Owner's date of death.
         Notwithstanding  (a) and (b) above, if the sole Owner's  Beneficiary is
the deceased Owner's  surviving spouse,  then such spouse may elect,  within the
one year period  after the Owner's  date of death,  to continue the Policy under
the same terms as before the Owner's  death.  Upon receipt of such election from
the spouse,  in a form and manner  acceptable to us, at our Service Office:  (1)
all rights of the spouse as Owner's Beneficiary under the Policy in effect prior
to such election will cease;  (2) the spouse will become the Owner of the Policy
and will also be treated as the Contingent Annuitant, if none has been named and
only if the deceased Owner was the Annuitant;  and (3) all rights and privileges
granted by the Policy or allowed by  Transamerica  will  belong to the spouse as
Owner of the  Policy.  This  election  will be  deemed  to have been made by the
spouse if such spouse  makes a Premium  payment to the Policy or fails to make a
timely election as described in this paragraph.
         If the Owner's Beneficiary is a nonspouse,  the distribution provisions
described in subparagraphs  (a) and (b) above,  will apply even if the Annuitant
and/or  Contingent  Annuitant are alive at the time of the Owner's death. If the
nonspouse  Owner's  Beneficiary is not an  individual,  then only a cash payment
will be paid.
         If no election is received by us from a nonspouse  Owner's  Beneficiary
within the one year period after the Owner's date of death, then we will pay the
Death Benefit to the Owner's  Beneficiary  in a cash payment.  The Death Benefit
will be determined  as of the date we make the cash  payment.  Such cash payment
will be in full settlement of all our liability under the Policy.
         If Annuitant  Dies After Annuity  Starts - If the Annuitant  dies after
the annuity starts,  any benefit payable will be distributed at least as rapidly
as under the Annuity Form then in effect.
         If Owner  Dies  After  Annuity  Starts - If the  Owner  dies  after the
annuity starts,  any benefit payable will continue to be distributed at least as
rapidly as under the  Annuity  Form then in effect.  All of the  Owner's  rights
granted under the Policy or allowed by us will pass to the Owner's Beneficiary.
         Joint Ownership - For purposes of this section, if the Policy has Joint
Owners we will  consider the date of death of the first Joint Owner as the death
of the Owner and the surviving Joint Owner will become the Owner of the Policy.
         Transfers, Assignments, or Exchanges of the Policy
         A transfer of ownership of a Non-Qualified  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.  Certain  Qualified  Policies
cannot  be  transferred  or  assigned,  except as  permitted  by the Code or the
Employee Retirement Income Security Act of 1974 (ERISA).

Multiple Policies
         All  deferred   non-qualified  annuity  policies  that  are  issued  by
Transamerica  (or its affiliates) to the same Owner during any calendar year are
treated as one annuity policy 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  policies or
otherwise.  Congress has also  indicated  that the Treasury  Department may have
authority to treat the combination  purchase of an immediate  annuity policy and
separate  deferred annuity policies as a single annuity policy under its general
authority to prescribe rules as may be necessary to enforce the income tax laws.
Qualified Policies
         In General
         The  Qualified  Policy is  designed  for use as a  rollover  IRA.  With
Transamerica's prior permission,  the Policy may also be used as a rollover Roth
IRA, a  contributory  IRA, or as a  contributory  Roth IRA, as a Section  403(b)
annuity,  and for use in qualified  pension and profit sharing plans established
by  Corporate   employers.   The  tax  rules   applicable  to  participants  and
beneficiaries  in  retirement  plans vary  according to the type of plan and the
terms and  conditions  of the  plan.  Special  favorable  tax  treatment  may be
available  for certain types of  contributions  and  distributions.  Adverse tax
consequences  may  result  from  contributions  in excess of  specified  limits;
distributions prior to age 59 1/2 (subject to certain exceptions); distributions
that do not conform to specified  commencement and minimum  distribution  rules;
and in other  specified  circumstances.  We make no attempt to provide more than
general  information  about  use of the  Policies  with  the  various  types  of
retirement  plans.  Owners and  participants  under  retirement plans as well as
annuitants and  beneficiaries are cautioned that the rights of any person to any
benefits under Qualified  Policies may be subject to the terms and conditions of
the plans  themselves,  regardless  of the terms and  conditions  of the  Policy
issued in  connection  with such a plan.  Some  retirement  plans are subject to
distribution   and  other   requirements   that  are  not  incorporated  in  the
administration  of the Policies.  Owners are responsible  for  determining  that
contributions, distributions and other transactions with respect to the Policies
satisfy applicable law.  Purchasers of Policies for use with any retirement plan
should consult their legal counsel and tax adviser  regarding the suitability of
the Policy.
         For qualified plans under Section 401(a),  403(a) and 403(b),  the Code
requires that  distributions  generally must commence no later than the later of
April 1 of the calendar year  following the calendar year in which the Owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires,  and must be made in a
specified  form and manner.  If the plan  participant is a "5 percent owner" (as
defined in the Code),  distributions  generally must begin no later than April 1
of the calendar  year  following  the calendar  year in which the Owner (or plan
participant)   reaches  age  70  1/2.   For  IRAs   described  in  Section  408,
distributions  generally must commence no later than the later of April 1 of the
calendar  year  following  the  calendar  year  in  which  the  Owner  (or  plan
participant)  reaches age 70 1/2.  Roth IRAs under  Section  408A do not require
distributions at any time prior to the Owner's death.
         Qualified Pension and Profit Sharing Plans
         Section 401(a) of the Code permits employers to establish various types
of retirement plans for employees. Such retirement plans may permit the purchase
of the  Policy in order to  provide  retirement  savings  under the  plans.  The
Self-Employed  Individuals'  Tax  Retirement  Act of 1962, as amended,  commonly
referred to as "H.R.  10," also permits  self-employed  individuals to establish
qualified plans for themselves and their employees.  Adverse tax consequences to
the plan, to the participant or to both may result if this Policy is assigned or
transferred  to  any  individual  as  a  means  to  provide  benefits  payments.
Purchasers  of a Policy for use with such plans  should  seek  competent  advice
regarding the suitability of the proposed plan documents and the Policy to their
specific needs. The Policy is designed to invest  retirement  savings and not to
distribute retirement benefits.
    Individual Retirement Annuities, Simplified Employee Plans and Roth IRAs
         The Policies are designed for use with rollover  IRAs and  contributory
IRAs. A contributory  IRA is a Policy in which initial and  subsequent  Purchase
Payments are subject to limitations imposed by the Code. Section 408 of the Code
permits eligible  individuals to contribute to an individual  retirement program
known as an Individual Retirement Annuity or Individual Retirement Account (each
hereinafter  referred to as an "IRA").  Also,  distributions  from certain other
qualified plans may be "rolled over" or transferred on a tax-deferred basis into
an IRA.
         Earnings in an IRA are not taxed until  distributed.  IRA contributions
are  limited  each  year  to the  lesser  of  $2,000  or  100%  of  the  Owner's
compensation  (including earned income as defined in Code Section 401(c)(2)) and
may be deductible  in whole or in part  depending on the  individual's  adjusted
gross  income  and  whether  or not  the  individual  is  considered  an  active
participant in a qualified  plan. The limit on the amount  contributed to an IRA
does not apply to distributions from certain other types of qualified plans that
are "rolled over" or transferred on a tax-deferred basis into an IRA. Amounts in
the IRA (other than nondeductible contributions) are taxed when distributed from
the IRA.  Distributions  prior to age 59 1/2 are subject to a 10%  penalty  tax,
unless certain  exceptions apply.  Purchasers should seek competent advice as to
the suitability of the Policy for use with IRAs.
         Eligible  employers  that meet  specified  criteria  under Code Section
408(k) could establish  simplified  employee  pension plans (SEP-IRAs) for their
employees using IRAs. Employer  contributions that may be made to such plans are
larger than the amounts  that may be  contributed  to regular  IRAs,  and may be
deductible  to the employer.  SEP-IRAs are subject to certain Code  requirements
regarding participation and amounts of contributions.
         The Policies may also be used with rollover Roth IRAs and  contributory
Roth IRAs. A  contributory  Roth IRA is a policy to which initial and subsequent
Purchase Payments are subject to limitations  imposed by the Code.  Section 408A
of  the  Code  permits  eligible  individuals  to  contribute  to an  individual
retirement  program known as a Roth IRA on a non-deductible  basis. In addition,
distributions  from a Section 408 IRA may be  converted to a Roth IRA. A Section
408 IRA is an IRA described in Sections 408(a) or 408(b), other than a Roth IRA.
You should consult a tax adviser before combining any converted amounts with any
other Roth IRA contributions,  including any other conversion amounts from other
tax years.  Distributions from a Roth IRA generally are not taxed,  except that,
once aggregate  distributions  exceed  contributions to the Roth IRA, income tax
and a 10%  penalty  tax may apply to  distributions  made (1)  before age 59 1/2
(subject to certain  exceptions)  or (2) during the five taxable years  starting
with  the  year in  which  the  first  contribution  is made  to the  Roth  IRA.
Purchasers  should seek competent advice as to the suitability of the policy for
use with Roth IRAs.
         The sale of a Policy  for use with an IRA,  SEP-IRA  or Roth IRA may be
subject to special  disclosure  requirements  of the Internal  Revenue  Service.
Purchasers  of these  Policies will be provided  with  supplemental  information
required by the  Internal  Revenue  Service or other  appropriate  agency.  Such
purchasers  will have the right to revoke  their  purchase  within 7 days of the
earlier of the establishment of the IRA, SEP-IRA or Roth IRA or their purchase.
         Tax Sheltered  Annuities  Under Code Section  403(b),  payments made by
public school systems and certain tax exempt  organizations  to purchase annuity
contracts  for their  employees  are  excludable  from the  gross  income of the
employee, subject to certain limitations. However, these payments may be subject
to Social Security and Medicare (FICA) taxes.
         Code Section  403(b)(11)  restricts the distribution under Code Section
403(b) annuity contracts of: (1) elective  contributions made in years beginning
after December 31, 1988; (2) earnings on those  contributions;  and (3) earnings
in such years on amounts held as of the last year  beginning  before  January 1,
1989.  Distribution  of those amounts may only occur upon death of the employee,
attainment  of age 59 1/2,  separation  from service,  disability,  or financial
hardship. In addition,  income attributable to elective contributions may not be
distributed in the case of hardship.
         Pre-1989  contributions  and earnings through December 31, 1989 are not
subject to the restrictions  described above.  However,  funds  transferred to a
Qualified Policy from a Section  403(b)(7)  custodial account will be subject to
the restrictions.
         Restrictions under Qualified Policies
         Other  restrictions  with  respect to the  election,  commencement,  
or  distribution  of  benefits  may apply under
Qualified  Policies or under the terms of the plans in respect of which
 Qualified  Policies are issued.  A Qualified  Policy
will be amended as necessary to conform to the requirements of the Code.
Possible Changes in Taxation
         Legislation has been proposed in 1998 that, if enacted, would adversely
modify the federal  taxation of certain  insurance  and  annuity  policies.  For
example,  one proposal  would tax  transfers  among  investment  options and tax
exchanges  involving  variable  policies.  A second  proposal  would  reduce the
"investment in the policy" under cash value life  insurance and certain  annuity
policies  by  certain  amounts,  thereby  increasing  the  amount of income  for
purposes of computing  gain.  Although the likelihood of there being any changes
is  uncertain,  there is always the  possibility  that the tax  treatment of the
Policies could be changed by legislation  or other means.  Moreover,  it is also
possible that any change could be retroactive  (that is,  effective prior to the
date  of  the  change).  You  should  consult  a tax  adviser  with  respect  to
legislative developments and their effect on the Policy. Other Tax Consequences
           As noted above,  the foregoing  discussion of the federal  income tax
consequences  is not  exhaustive  and special rules are provided with respect to
other tax  situations  not discussed in this  Prospectus.  Further,  the federal
income tax consequences discussed herein reflect Transamerica's understanding of
current law and the law may change. Federal gift and estate tax consequences and
state and local estate, inheritance,  and other tax consequences of ownership or
receipt of distributions under the Policy depend on the individual circumstances
of each Owner or recipient of the  distribution.  A competent tax adviser should
be consulted for further information. DISTRIBUTION OF THE 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 generally receive  compensation of up to 6.25% of any
Initial and  additional  Premiums paid  (although  higher amounts may be paid in
certain  circumstances).   Additional  amounts,   including  asset  based  trail
commissions, 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.

PREPARING FOR YEAR 2000
         As a result of computer  systems that may  recognize a date of 12/31/00
as the year 1900 rather than the year 2000,  disruptions of business  activities
may occur with the year 2000. In response,  Transamerica  established  in 1997 a
"Y2K"  committee to address this issue.  With regard to the systems and software
which  administer and affect the policies,  Transamerica  has determined that is
own internal  systems will be Year 2000  compliant.  Additionally,  Transamerica
requires  any third party  vendor  which  supplies  software  or  administrative
services to Transamerica in connection with the  administration of the policies,
to  certify  that the  software  or  services  will be Year 2000  compliant.  In
determining the variable accumulation unit values for each variable sub-account,
Transamerica  is reliant upon  information  received from the  portfolios and is
confirming  that  Year  2000  issues  will  not  interfere  with  this  flow  of
information.  As of the  date of this  prospectus,  it is not  anticipated  that
policy owners will experience  negative afffects on their investment,  or on the
services  received in connection with their  policies,  as a result of Year 2000
issues.  However,  especially  when taking into account  interaction  with other
systems,  it is  difficult  to  predict  with  precision  that  there will be no
disruption of services in connection with the year 2000.

LEGAL PROCEEDINGS

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

LEGAL MATTERS

           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, 1997 and 1996, and for
each of the three  years in the period then ended  December  31,  1997,  and the
financial statements for the Variable Account at December 31, 1997, and for each
of the two  years in the  period  then  ended,  appearing  in the  Statement  of
Additional  Information  have been  audited  by Ernst & Young  LLP,  Independent
Auditors,  as set forth in their reports thereon appearing elsewhere herein, and
are included in reliance upon such reports given upon the authority of such firm
experts in accounting and auditing.


<PAGE>


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,
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.


<PAGE>


STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
           A Statement of Additional  Information  is available  which  contains
more details concerning the subjects discussed in this Prospectus. The following
is the Table of Contents for that Statement:


TABLE OF CONTENTS                                         Page
THE POLICY (page 22).............................................3
DOLLAR COST AVERAGING (page 25)..................................3
NET INVESTMENT FACTOR (page 24)..................................3
ANNUITY PERIOD (page 33).........................................3
         Variable Annuity Units and Payments.....................3
         Variable Annuity Unit Value.............................4
         Transfers After the Annuity Date........................4
GENERAL PROVISIONS...............................................4
         IRS Required Distributions..............................4
         Non-Participating.......................................4
         Misstatement of Age or Sex..............................4
         Proof of Existence and Age..............................4
         Assignment..............................................4
         Annuity Data............................................5
         Annual Report...........................................5
         Incontestability........................................5
         Ownership...............................................5
         Entire Policy...........................................5
         Changes in the Policy...................................5
         Protection of Benefits..................................5
         Delay of Payments.......................................5
         Notices and Directions..................................6
CALCULATION OF YIELDS AND TOTAL RETURNS (page 16)................6
         Money Market Sub-Account Yield Calculation..............6
         Other Sub-Account Yield Calculations....................6
         Standard Total Return Calculations......................7
         Hypothetical Performance Data...........................8
         Other Performance Data..................................8
HISTORIC PERFORMANCE DATA........................................8
         General Limitations.....................................8
         Sub-Account Performance Figures.........................8
         Hypothetical Sub-Account Performance Figures............8
FEDERAL TAX MATTERS (page 35)...................................10
         Taxation of Transamerica...............................10
         Tax Status of the Policies.............................11
DISTRIBUTION OF THE POLICY (page 37)............................11
SAFEKEEPING OF ACCOUNT ASSETS (page 18).........................12
TRANSAMERICA (page 18)..........................................12
         General Information and History........................12
STATE REGULATION (page 18)......................................12
RECORDS AND REPORTS.............................................12
FINANCIAL STATEMENTS............................................12
APPENDIX........................................................13
         Annuity Transfer Formula...............................13


<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 Policy. Example of Variable Annuity Payment Calculations
         Suppose  that the  Account  is  currently  credited  with  3,200.000000
Variable Accumulation Units of a particular Sub-Account.
         Also suppose that the Variable Accumulation Unit Value and the Variable
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately preceding the first day of the month is 15.500000 and 13.500000
respectively,  and that the Variable Annuity Rate for the age and option elected
is $5.73 per $1,000. Then the first Variable Annuity Payment would be:

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

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







<PAGE>




                                                             4


                     STATEMENT OF ADDITIONAL INFORMATION FOR

                      DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE
                             VARIABLE ANNUITY POLICY

                                    Issued By
                 Transamerica Life Insurance Company of New York



         The Statement of Additional Information expands upon subjects discussed
in the current Prospectus for the Dreyfus/Transamerica Triple Advantage Variable
Annuity Policy  ("Policy")  issued by Transamerica Life Insurance Company of New
York (formerly called First Transamerica Life Insurance Company).  The Owner may
obtain a copy of the Prospectus dated May 1, 1998, as supplemented  from time to
time, by writing to  Transamerica  Life Insurance  Company of New York,  Annuity
Service  Center,  P.O. Box 31728,  Charlotte,  North  Carolina  28231-1728 or by
calling  800-258-4261.  Terms used in the current  Prospectus for the Policy are
incorporated in this Statement.  THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT
A PROSPECTUS AND SHOULD BE READ ONLY IN CONJUNCTION  WITH THE PROSPECTUS FOR THE
POLICY.

                                Dated May 1, 1998



<PAGE>


TABLE OF CONTENTS                                               Page
THE POLICY (page 22).............................................3
DOLLAR COST AVERAGING (page 25)..................................3
NET INVESTMENT FACTOR (page 24)..................................3
ANNUITY PERIOD (page 33).........................................3
         Variable Annuity Units and Payments.....................3
         Variable Annuity Unit Value.............................4
         Transfers After the Annuity Date........................4
GENERAL PROVISIONS...............................................4
         IRS Required Distributions..............................4
         Non-Participating.......................................4
         Misstatement of Age or Sex..............................4
         Proof of Existence and Age..............................4
         Assignment..............................................4
         Annuity Data............................................5
         Annual Report...........................................5
         Incontestability........................................5
         Ownership...............................................5
         Entire Policy...........................................5
         Changes in the Policy...................................5
         Protection of Benefits..................................5
         Delay of Payments.......................................5
         Notices and Directions..................................6
CALCULATION OF YIELDS AND TOTAL RETURNS (page 16)................6
         Money Market Sub-Account Yield Calculation..............6
         Other Sub-Account Yield Calculations....................6
         Standard Total Return Calculations......................7
         Hypothetical Performance Data...........................8
         Other Performance Data..................................8
HISTORIC PERFORMANCE DATA........................................8
         General Limitations.....................................8
         Sub-Account Performance Figures.........................8
         Hypothetical Sub-Account Performance Figures............8
FEDERAL TAX MATTERS (page 35)...................................10
         Taxation of Transamerica...............................10
         Tax Status of the Policies.............................11
DISTRIBUTION OF THE POLICY (page 37)............................11
SAFEKEEPING OF ACCOUNT ASSETS (page 18).........................12
TRANSAMERICA (page 18)..........................................12
         General Information and History........................12
STATE REGULATION (page 18)......................................12
RECORDS AND REPORTS.............................................12
FINANCIAL STATEMENTS............................................12
APPENDIX........................................................13
         Annuity Transfer Formula...............................13

                               (Additional  page references refer to the current
Prospectus.)


<PAGE>


THE POLICY
         As a supplement to the  description  in the  Prospectus,  the following
         provides  additional  information  about  the  Policy  which  may be of
         interest to some Owners.

DOLLAR COST AVERAGING
                  We reserve the right to send written notification to the Owner
         as to the options  available if termination  of Dollar Cost  Averaging,
         either by the  Owner or by  Transamerica,  results  in the value in the
         receiving  Sub-Account(s)  to which monthly  transfers  were made to be
         less than $500. The Owner will have 10 days from the date our notice is
         mailed to:

                           (a)  transfer  the  value  of the  Sub-Account(s)  to
                           another  Sub-Account with a value equal to or greater
                           than  $500;  or  (b)  transfer   funds  from  another
                           Sub-Account  into  the  receiving  Sub-Account(s)  to
                           bring the value of that Sub-Account to at least $500;
                           or (c) submit an additional Premium to make the value
                           of the Sub-Account  equal to or greater than $500; or
                           (d)  transfer  the  entire  value  of  the  receiving
                           Sub-Account(s)  back  into the  Source  Account  from
                           which the automatic transfers were made.

                  If  no  election,   in  a  form  and  manner   acceptable   to
         Transamerica,  is  made  by the  Owner  prior  to the end of the 10 day
         period,  Transamerica  reserves  the right to transfer the value of the
         receiving  Sub-Account(s)  back into the Source  Accountfrom  which the
         automatic transfers were made.  Transfers made as a result of (a), (b),
         or (d) above will not be counted  for  purposes  of the  eighteen  free
         transfers per Policy Year limitation.

NET INVESTMENT FACTOR

                   For any Sub-Account of the Variable  Account,  the Net 
Investment  Factor for a Valuation  Period before
         the Annuity Date is (a) divided by (b), minus (c) minus (d).
         Where (a) is
                  The net asset value per share held in the Sub-Account, as of 
the end of the Valuation Period,
         plus or minus
                  The   per-share   amount  of  any  dividend  or  capital  gain
         distributions if the "ex-dividend" date occurs in the Valuation Period,
         plus or minus
                  A per-share charge or credit as Transamerica may determine, as
         of the end of the Valuation Period, for taxes. Where (b) is
                  The net asset value per share held in the Sub-Account as of
the end of the last prior Valuation Period.
         Where (c) is
                  The  daily  charge  of  0.003403%  (1.25%  annually)  for  the
         Mortality and Expense Risk Charge under this Policy times the number of
         calendar days in the current Valuation Period. Where (d) is
                  The daily  Administrative  Charge,  currently 0.000411% (0.15%
         annually)  times the number of calendar  days in the current  Valuation
         Period.  This charge may be  increased,  but will not exceed  0.000684%
         (0.25% annually).
                  A  Valuation  Day is  defined as any day on which the New York
Stock Exchange is open.
ANNUITY PERIOD
                  The  Variable   Annuity  Options  provide  for  payments  that
         fluctuate or vary in dollar amount, based on the investment performance
         of the selected Variable Account Sub-Account(s).

         Variable Annuity Units and Payments
                  For the first monthly payment,  the number of Variable Annuity
         Units credited in each  Sub-Account  will be determined by dividing (a)
         the  product  of  the  portion  of  the  value  to be  applied  to  the
         Sub-Account  and the Variable  Annuity  Purchase Rate  specified in the
         Policy  by  (b)  the  value  of  one  Variable  Annuity  Unit  in  that
         Sub-Account on the Annuity Date. The amount of each subsequent Variable
         Annuity  Payment  equals the product of the number of Variable  Annuity
         Units in each Sub-Account and the  Sub-Account's  Variable Annuity Unit
         Value as of the tenth day of the month before the payment due date. The
         amount of each payment may vary.

         Variable Annuity Unit Value
                  The value of a Variable  Annuity Unit in a Sub-Account  on any
         Valuation Day is determined as described below.
                  The Net  Investment  Factor for the Valuation  Period (for the
         appropriate  Annuity Payment frequency) just ended is multiplied by the
         value of the Variable Annuity Unit for the Sub-Account on the preceding
         Valuation  Day.  The Net  Investment  Factor  after the Annuity Date is
         calculated  in the same  manner as  before  the  Annuity  Date and then
         multiplied by an interest factor.  The interest factor equals (.999893)
         where n is the number of days since the preceding  Valuation  Day. This
         compensates  for the 4%  interest  assumption  built into the  Variable
         Annuity Purchase Rates.

         Transfers After the Annuity Date
                  After  the  Annuity  Date,  the Owner  may  transfer  Variable
         Annuity  Units  from one  Sub-Account  to  another,  subject to certain
         limitations.  (See  "Transfers"  page 24 of the Prospectus.) The dollar
         amount of each subsequent  monthly  Variable  Annuity Payment after the
         transfer  must be determined  using the new number of Variable  Annuity
         Units  multiplied by the  Sub-Account's  Variable Annuity Unit Value on
         the tenth day of the month preceding payment.
                  The formula  used to  determine  a transfer  after the Annuity
         Date can be found  in the  Appendix  to this  Statement  of  Additional
         Information.

GENERAL PROVISIONS

         IRS Required Distributions
                  The Policy is intended to qualify as an annuity  contract  for
         federal  income tax  purposes.  All  provisions  in the Policy  will be
         interpreted to maintain such tax qualification.  We may make changes in
         order to maintain this qualification or to conform to the Policy to any
         applicable  changes  in the  tax  qualification  requirements.  We will
         provide you with a copy of any changes made to the Policy. If any Owner
         under a  Non-Qualified  Policy dies  before the entire  interest in the
         Policy is  distributed,  the value generally must be distributed to the
         designated Beneficiary so that the Policy qualifies as an annuity under
         the Code. (See "Federal Tax Matters" page 10.)

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

         Misstatement of Age or Sex
                  If the age or sex of the Annuitant or any other measuring life
         has been misstated in the  application,  the Annuity Payments under the
         Policy will be  whatever  the Annuity  Purchase  Amount  applied on the
         Annuity  Date would  purchase on the basis of the correct age or sex of
         the  Annuitant   and/or  other  measuring  life.  Any  overpayments  or
         underpayments by Transamerica as a result of any such  misstatement may
         be  respectively  charged against or credited to the Annuity Payment or
         Annuity  Payments to be made after the  correction  so as to adjust for
         such overpayment or underpayment.

         Proof of Existence and Age
                  Before making any payment under the Policy,  Transamerica  may
         require proof of the existence and/or proof of the age of the Annuitant
         or any other measuring life, or any other information  deemed necessary
         in order to provide benefits under the Policy.

         Assignment
                  No  assignment  of a Policy  will be binding  on  Transamerica
         unless made in writing and given to Transamerica at its  ServiceCenter.
         Transamerica is not responsible for the adequacy of any assignment. The
         Owner's  rights and the interest of any  Annuitant  or  non-irrevocable
         Beneficiary will be subject to the rights of any assignee of record.

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

         Annual Report
                  At least once each Policy Year prior to the Annuity Date,  the
         Owner will be given a report of the current  Policy Value.  This report
         will also include any other information  required by law or regulation.
         After the Annuity  Date,  a  confirmation  will be provided  with every
         Variable Annuity Payment.

         Incontestability
                  The Policies are incontestable from the Policy Date.

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

         Entire Policy
                  Transamerica  has  issued  the  Policy  in  consideration  and
         acceptance of the  application  and payment of the Initial  Premium.  A
         copy of the  application  is  attached to and is part of the Policy and
         along with the Policy  constitutes  the entire  Policy.  All statements
         made by the Owner are considered  representations  and not  warranties.
         Transamerica will not use any statement in defense of a claim unless it
         is made in the application and a copy of the application is attached to
         the Policy when issued.

         Changes in the Policy
                  Only two authorized officers of Transamerica, acting together,
         have the  authority to bind  Transamerica  or to make any change in the
         Policy and then only in writing.  Transamerica will not be bound by any
         promise or representation made by any other persons.
                  Transamerica  may not  change or amend the  Policy,  except as
         expressly provided in the Policy, without the Owner's consent. However,
         Transamerica may change or amend the Policy if such change or amendment
         is  necessary  for the Policy to comply with any state or federal  law,
         rule or regulation.

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

         Delay of Payments
                  Payment of any cash  withdrawal  or lump sum death benefit due
         from the  Variable  Account  will occur within seven days from the date
         the  election  becomes  effective,  except  that  Transamerica  may  be
         permitted to postpone such payment if: (1) the New York Stock  Exchange
         is closed for other than usual weekends or holidays,  or trading on the
         Exchange is otherwise restricted; or (2) an emergency exists as defined
         by  the  Securities  and  Exchange  Commission  (Commission),   or  the
         Commission  requires that trading be restricted;  or (3) the Commission
         permits a delay for the protection of Owners.
                  In  addition,  while  it  is  our  intention  to  process  all
         transfers from the Sub-Accounts  immediately upon receipt of a transfer
         request,  the Policy  gives us the right to delay  effecting a transfer
         from a Sub-Account  for up to seven days,  but only in certain  limited
         circumstances.   However,   the  staff  of  the  Commission   currently
         interprets the Investment  Company Act of 1940 to require the immediate
         processing of all transfers, and in compliance with that interpretation
         we  will  process  all  transfers  immediately  unless  and  until  the
         Commission or its staff changes its interpretation or otherwise permits
         us to  exercise  this  right.  Subject to such  approval,  we may delay
         effecting  such a transfer  only if there is a delay of payment from an
         affected Portfolio.  If this happens,  and if the prior approval of the
         Commission or its staff is obtained,  then we will calculate the dollar
         value or number of units involved in the transfer from a Sub-Account on
         or as of the date we receive a written transfer  request,  but will not
         process the transfer to the transferee  Sub-Account  until a later date
         during the  seven-day  delay period when the Portfolio  underlying  the
         transferring Sub-Account obtains liquidity to fund the transfer request
         through  sales of  portfolio  securities,  new  Premiums,  transfers by
         investors  or  otherwise.  During this period,  the amount  transferred
         would not be invested in a Sub-Account.


                  Transamerica  may delay  payment  of any  withdrawal  from the
         Fixed  Account  for  a  period  of  not  more  than  six  months  after
         Transamerica receives the request for such withdrawal.  If Transamerica
         delays payment for more than 30 days, Transamerica will pay interest on
         the  withdrawal   amount  up  to  the  date  of  payment.   (See  "Cash
         Withdrawals" page 24 of the Prospectus.)

         Notices and Directions
                  We will not be bound by any authorization, direction, election
         or notice which is not in writing,  or in a form and manner  acceptable
         to Transamerica, and received at our ServiceCenter.
                  Any written notice  requirement by  Transamerica  to the Owner
         will be satisfied by our mailing of any such required  written  notice,
         by first-class  mail, to the Owner's last known address as shown on our
         records.

CALCULATION OF YIELDS AND TOTAL RETURNS

         Money Market Sub-Account Yield Calculation
                  In  accordance  with  regulations  adopted by the  Commission,
         Transamerica  is  required to compute  the Money  Market  Sub-Account's
         current  annualized yield for a seven-day period in a manner which does
         not take into  consideration any realized or unrealized gains or losses
         on shares of the Money Market  Series or on its  portfolio  securities.
         This current annualized yield is computed by determining the net change
         (exclusive of realized  gains and losses on the sale of securities  and
         unrealized   appreciation   and   depreciation)   in  the  value  of  a
         hypothetical  account  having a balance of one unit of the Money Market
         Sub-Account and income other than investment income at the beginning of
         such seven-day period,  dividing such net change in Policy Value by the
         value of the account at the  beginning of the period to  determine  the
         base period return and  annualizing  this quotient on a 365-day  basis.
         The net change in Policy Value  reflects the  deductions for the annual
         Policy Fee, the Mortality  and Expense Risk Charges and  Administrative
         Expense  Charges  and income and  expenses  accrued  during the period.
         Because of these deductions, the yield for the Money Market Sub-Account
         of the  Variable  Account  will be lower  than the  yield for the Money
         Market Portfolio or any comparable substitute funding vehicle.
                  The  Commission  also  permits  Transamerica  to disclose  the
         effective yield of the Money Market  Sub-Account for the same seven-day
         period,  determined  on a  compounded  basis.  The  effective  yield is
         calculated by compounding the unannualized base period return by adding
         one to the base period return,  raising the sum to a power equal to 365
         divided by 7, and subtracting one from the result.
                  The  yield on  amounts  held in the Money  Market  Sub-Account
         normally  will  fluctuate on a daily basis.  Therefore,  the  disclosed
         yield for any given past period is not an indication or  representation
         of future  yields or rates of return.  The Money  Market  Sub-Account's
         actual  yield is affected by changes in interest  rates on money market
         securities, average portfolio maturity of the Money Market Portfolio or
         substitute  funding  vehicle,   the  types  and  quality  of  portfolio
         securities  held by the Money Market  Portfolio or  substitute  funding
         vehicle, and operating expenses. In addition,  the yield figures do not
         reflect the effect of any  Contingent  Deferred Sales Load (of up to 6%
         of Premiums) that may be applicable to a Policy.

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


<PAGE>



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

        a     = net investment  income earned during the period by the Portfolio
              attributable to the shares owned by the Sub-Account.
        b =  expenses  for  the  Sub-Account  accrued  for  the  period  (net of
        reimbursements).  c = the average daily number of Variable  Accumulation
        Units outstanding  during the period. d = the maximum offering price per
        Variable Accumulation Unit on the last day of the period.

                  Net  investment  income will be determined in accordance  with
         rules established by the Commission.  Accrued expenses will include all
         recurring fees that are charged to all Policies. The yield calculations
         do not reflect the effect of any  Contingent  Deferred  Sales Load that
         may be applicable to a particular  Policy.  Contingent  Deferred  Sales
         Load  range  from 6% to 0% of the  amount  of  Policy  Value  withdrawn
         depending  on the  elapsed  time  since  the  receipt  of each  Premium
         attributable to the portion of the Policy Value withdrawn.
                  Because of the charges and deductions  imposed by the Variable
         Account, the yield for the Sub-Account will be lower than the yield for
         the  corresponding   Portfolio.  The  yield  on  amounts  held  in  the
         Sub-Accounts  normally  will  fluctuate  over  time.   Therefore,   the
         disclosed   yield  for  any  given  period  is  not  an  indication  or
         representation  of future yields or rates of return.  The Sub-Account's
         actual  yield will be affected  by the types and  quality of  portfolio
         securities held by the Portfolio, and its operating expenses.

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

                  P{1+T}n = ERV

         Where:

         P = a hypothetical initial payment of $1,000
         T = average annual total return
         n = number of years
         ERV      = ending  redeemable  value of a  hypothetical  $1,000 payment
                  made at the beginning of the one, five, or ten-year  period at
                  the end of the one,  five or  ten-year  period (or  fractional
                  portion thereof).

                  All recurring  fees are  recognized  in the ending  redeemable
         value.  The standard  average  annual total  return  calculations  will
         reflect the effect of any  Contingent  Deferred Sales Loads that may be
         applicable to a particular period.

         Hypothetical Performance Data
                  Transamerica may also disclose "hypothetical" performance data
         for  a  Sub-Account,  for  periods  before  the  Sub-Account  commenced
         operations.  Such  performance  information for the Sub-Account will be
         calculated based on the performance of the corresponding  Portfolio and
         the  assumption  that the  Sub-Account  was in  existence  for the same
         periods as those  indicated for the  Portfolio,  with a level of Policy
         charges currently in effect.  The Portfolio used for these calculations
         will be the actual Portfolio that the Sub-Account will invest in.
                  This type of hypothetical performance data may be disclosed on
         both an average  annual  total  return and a  cumulative  total  return
         basis.  Moreover,  it may be disclosed  assuming that the Policy is not
         surrendered (i.e., with no deduction for the Contingent  Deferred Sales
         Load) and  assuming  that the Policy is  surrendered  at the end of the
         applicable  period  (i.e.,  reflecting a deduction  for any  applicable
         Contingent Deferred Sales Load).




<PAGE>


         Other Performance Data
                  Transamerica  may  from  time to time  also  disclose  average
         annual total returns in a non-standard  format in conjunction  with the
         standard described above. The non-standard  format will be identical to
         the standard  format  except that the  Contingent  Deferred  Sales Load
         percentage will be assumed to be 0%.
                  Transamerica  may from time to time also  disclose  cumulative
         total returns in conjunction  with the standard format described above.
         The cumulative  returns will be calculated using the following  formula
         assuming that the Contingent Deferred Sales Load percentage will be 0%.

                    CTR = {ERV/P} - 1


         Where:
         CTR= the cumulative total return net of Sub-Account  recurring  charges
for the period.
         ERV=     ending  redeemable  value of a hypothetical  $1,000 payment at
                  the beginning of the one, five, or ten-year  period at the end
                  of the one, five, or ten-year  period (or  fractional  portion
                  thereof).
         P =      a hypothetical initial payment of $1,000.

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

HISTORIC PERFORMANCE DATA

         General Limitations

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

         Except for Transamerica Growth, the Funds have provided the performance
data for the Sub-Accounts.  Except for Transamerica  Growth none of the Funds or
their  investment  advisers are affiliated with  Transamerica.  In preparing the
tables below,  Transamerica has relied on the data provided by the Funds.  While
Transamerica  has no reason to doubt the accuracy of the figures provided by the
Funds,  Transamerica has not verified those figures. No data is provided for the
Core Value and  MidCap  Stock  Sub-Accounts  since,  prior to May 1,  1998,  the
related Portfolios had not yet commenced operations.

Sub-Account Performance Figures Including Hypothetical Performance

         The charts below show historical performance data for the Sub-Accounts,
including,  for six Sub-Accounts,  "hypothetical"  data for the periods prior to
the inception of the Sub-Accounts, based on the performance of the corresponding
Portfolios  since their  inception  date, with a level of charges equal to those
currently assessed under the Polices. These figures are not an indication of the
future  performance of the Sub-Accounts.  Some of the figures reflect the waiver
of advisory  fees and  reimbursement  of other  expenses  for part or all of the
periods indicated.

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

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



<PAGE>

<TABLE>
<CAPTION>



- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
                                                                                                   For  the   period
                                                                                                   from
                                                                                                   commencement   of
SUB-ACCOUNT  (date of  commencement  of  For   the   1-year  For  the   3-year  For  the   5-year  Portfolio
operation of Corresponding Portfolio)    period      ending  period     ending  period     ending  operations     to
                                         12/31/97            12/31/97           12/31/97           12/31/97
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
<S>          <C>   <C>                    <C>                <C>                <C>                <C>  
Money Market (8/31/90)                   -1.96%              2.20%              2.49%              3.42%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Special Value (8/31/90)                  15.36%              2.89%              6.26%              6.01%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Zero Coupon 2000 (8/31/90)               -0.27%              5.99%              5.27%              8.18%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Quality Bond (8/31/90)                   1.96%               7.82%              6.19%              8.01%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Cap (8/31/90)                      9.06%               18.31%             24.00%             41.95%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Capital Appreciation (4/5/93)            20.21%              26.16%             N/A                17.65%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Stock Index (9/29/89)                    25.05%              27.74%             17.57%             14.18%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Socially Responsible (10/7/93)           20.59%              25.24%             N/A                19.21%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Growth & Income (12/15/94)               8.53%               28.45%             N/A                28.16%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Equity (12/15/94)          2.14%               6.71%              N/A                6.71%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Value (5/1/96)             1.30%               N/A                N/A                2.19%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Disciplined Stock (5/1/96)               23.62%              N/A                N/A                25.72%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Company Stock (5/1/96)             14.01%              N/A                N/A                13.30%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Balanced (5/1/97)                        N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Limited Term High Income(5/1/97)         N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Transamerica Growth(2/26/69)*            44.94%              41.91%             29.73%             24.12%*
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
</TABLE>

         Non-Standard Average annual total returns for period since inception of
the Portfolio including  hypothetical  performance,  for each Sub-Account are as
follows. These figures include mortality and expenses charges deducted at 1.25%,
the administrative expenses charge of 0.15% per annum, the administration charge
of $30 per annum  adjusted  for  average  account  size but do not  reflect  the
maximum contingent deferred sales load of 6% which if reflected would reduce the
figures.  Non-Standard  performance  data will only be disclosed if the standard
performance data for the required periods is also disclosed.
<TABLE>
<CAPTION>

- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
                                                                                                   For  the   period
                                                                                                   from
                                                                                                   commencement   of
SUB-ACCOUNT  (date of  commencement  of  For   the   1-year  For  the   3-year  For  the   5-year  Portfolio
operation of Corresponding Portfolio)    period      ending  period     ending  period     ending  operations     to
                                         12/31/97            12/31/97           12/31/97           12/31/97
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
<S>          <C>   <C>                   <C>                 <C>                <C>                <C>  
Money Market (8/31/90)                   3.66%               3.78%              3.21%              3.43%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Special Value (8/31/90)                  21.36%              4.44%              6.88%              6.01%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Zero Coupon 2000 (8/31/90)               5.45%               7.45%              5.91%              8.18%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Quality Bond (8/31/90)                   7.83%               9.23%              6.81%              8.02%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Cap (8/31/90)                      15.06%              19.49%             24.33%             41.96%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Capital Appreciation (4/5/93)            26.21%              27.19%             N/A                18.11%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Stock Index (9/29/89)                    31.05%              28.76%             17.99%             14.19%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Socially Responsible (10/7/93)           26.59%              26.30%             N/A                19.75%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Growth & Income (12/15/94)               14.53%              29.45%             N/A                29.14%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Equity (12/15/94)          8.02%               8.15%              N/A                8.13%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Value (5/1/96)             7.13%               N/A                N/A                5.73%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Disciplined Stock (5/1/96)               29.52%              N/A                N/A                28.81%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Company Stock (5/1/96)             20.01%              N/A                N/A                16.61%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Balanced (5/1/97)                        N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Limited Term High Income(5/1/97)         N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Transamerica Growth(2/26/69)*            50.34%              42.65%             29.98%             24.12%*
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
</TABLE>



     Non-Standard  Cumulative  total returns for periods since  inception of the
Portfolio,  including  hypothetical  performance,  for each  Sub-Account  are as
follows. These figures include mortality and expenses charges deducted at 1.25%,
the administrative expenses charge of 0.15% per annum, the administration charge
of $30 per annum  adjusted  for  average  account  size but do not  reflect  the
maximum  contingent  deferred sales load of 6%, which if reflected  would reduce
the  figures.  Nonstandard  performance  data will only be disclosed if standard
performance data for the required periods is also disclosed.
<TABLE>
<CAPTION>

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

                                         For   the   1-year
SUB-ACCOUNT  (date of  commencement  of  period      ending  Since Inception
operation of Corresponding Portfolio)    12/31/97
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
<S>          <C>   <C>                   <C>                 <C>   
Money Market (8/31/90)                   3.66%               28.08%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Special Value (8/31/90)                  21.36%              53.51%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Zero Coupon 2000 (8/31/90)               5.45%               78.14%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Quality Bond (8/31/90)                   7.83%               76.16%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Small Cap (8/31/90)                      15.06%              1208.55%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Capital Appreciation (4/5/93)            26.21%              120.51%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Stock Index (9/29/89)                    31.05%              199.18%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Socially Responsible (10/7/93)           26.59%              114.76%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Growth & Income (12/15/94)               14.53%              118.14%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
International Equity (12/15/94)          8.02%               26.91%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
International Value (5/1/96)             7.13%               9.75%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Disciplined Stock (5/1/96)               29.62%              52.63%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Small Company Stock (5/1/96)             20.01%              29.26%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Balanced (5/1/97)                        N/A%                17.38%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Limited Term High Income(5/1/97)         N/A%                8.52%
- ---------------------------------------- ------------------- ------------------
- ---------------------------------------- ------------------- ------------------
Transamerica Growth(2/26/69)*            50.34%              767.83%*
- ---------------------------------------- ------------------- ------------------
</TABLE>

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

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

Taxation of Transamerica
         Transamerica  is  taxed as a life  insurance  company  under  Part I of
Subchapter L of the Code.  Since the Variable  Account is not an entity separate
from Transamerica,  and its operations form a part of Transamerica,  it will not
be taxed  separately as a "regulated  investment  company" under Subchapter M of
the Code. Investment income and realized capital gains are automatically applied
to increase  reserves under the Policy.  Under existing  federal income tax law,
Transamerica  believes that the Variable Account  investment income and realized
net capital gains will not be taxed to the extent that such income and gains are
applied to increase the reserves under the Policy.
         Accordingly,  Transamerica  does not anticipate  that it will incur any
federal  income  tax  liability   attributable  to  the  Variable  Account  and,
therefore,  Transamerica  does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretations thereof result in
Transamerica  being  taxed on  income  or  gains  attributable  to the  Variable
Account,  then  Transamerica  may impose a charge  against the Variable  Account
(with respect to some or all  Policies) in order to set aside  provisions to pay
such taxes.

Tax Status of the Policies
         Section 817(h) of the Code requires that with respect to  Non-Qualified
Policies, the investments of the Funds be "adequately diversified" in accordance
with  Treasury  regulations  in order for the  Policies  to  qualify  as annuity
contracts  under  federal  tax law.  The  Variable  Account,  through the Funds,
intends  to  comply  with the  diversification  requirements  prescribed  by the
Treasury  in Reg.  Sec.  1.817-5,  which  affect  how the  Funds'  assets may be
invested.
         In certain  circumstances,  Owners of variable  annuity policies may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate accounts used to support their Policies. In those circumstances, income
and gains from the separate  account  assets would be includible in the variable
policy  owner's  gross  income.  The IRS has stated in published  rulings that a
variable policy owner will be considered the owner of separate account assets if
the policy owner possesses  incidents of ownership in those assets,  such as the
ability to exercise  investment control over the assets. The Treasury Department
has also announced,  in connection  with the issuance of regulations  concerning
diversification,  that those regulations "do not provide guidance concerning the
circumstances  in which  investor  control for the  investments  of a segregated
asset  account  may  cause the  investor  (i.e.,  the  Owner),  rather  than the
insurance  company,  to be treated  as the owner of the assets in the  account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to particular  Sub-Accounts  without being treated as owners of the
underlying assets."
         The ownership  rights under the Policy are similar to, but different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that owners were not owners of separate account assets.  For example,
the Owner has additional  flexibility in allocating  premium payments and Policy
Values. These differences could result in an Owner being treated as the owner of
a pro  rata  portion  of  the  assets  of the  Variable  Account.  In  addition,
Transamerica  does not know what  standards  will be set forth,  if any,  in the
regulations  or rulings which the Treasury  Department  has stated it expects to
issue.  Transamerica  therefore  reserves  the  right to  modify  the  Policy as
necessary  to attempt to prevent an Owner from being  considered  the owner of a
pro rata share of the assets of the Variable Account.
         In order to be treated as an annuity  contract  for federal  income tax
purposes, section 72(s) of the Code requires any Non-Qualified Policy to provide
that (a) if any Owner  dies on or after the  Annuity  Date but prior to the time
the entire interest in the Policy has been distributed, the remaining portion of
such  interest  will be  distributed  at least as rapidly as under the method of
distribution  being used as of the date of that  Owner's  death;  and (b) if any
Owner dies prior to the Annuity Date, the entire  interest in the Policy will be
distributed  within  five  years  after  the date of the  Owner's  death.  These
requirements  will be  considered  satisfied  as to any  portion of the  Owner's
interest  which is payable to or for the benefit of a  "designated  beneficiary"
and which is distributed over the life of such "designated  beneficiary" or over
a period not extending beyond the life expectancy of that Beneficiary,  provided
that such distributions begin within one year of that Owner's death. The Owner's
"designated  beneficiary" refers to a natural person designated by such Owner as
a  Beneficiary  and to whom  ownership of the Policy  passes by reason of death.
However, if the Owner's "designated  beneficiary" is the surviving spouse of the
deceased Owner, the Policy may be continued with the surviving spouse as the new
owner.
         The  Non-Qualified  Policies  contain  provisions which are intended to
comply  with  the  requirements  of  section  72(s)  of the  Code,  although  no
regulations  interpreting these requirements have yet been issued.  Transamerica
intends to review such  provisions  and modify them if  necessary to assure that
they  comply with the  requirements  of Code  section  72(s) when  clarified  by
regulation or otherwise. Other rules may apply to Qualified Policies.

DISTRIBUTION OF THE POLICY
         Transamerica   Securities  Sales  Corporation   ("TSSC")  is  principal
underwriter of the Policies.  TSSC may also serve as principal  underwriter  and
distributor of other contracts  issued through the Variable  Account and certain
other separate accounts of Transamerica and any affiliates of Transamerica. TSSC
is  a  wholly-owned   subsidiary  of  Transamerica   Insurance   Corporation  of
California,  which  is  a  subsidiary  of  Transamerica  Corporation.   TSSC  is
registered  with  the  Commission  as a  broker/dealer  and is a  member  of the
National  Association of Securities  Dealers,  Inc. ("NASD").  Transamerica pays
TSSC for acting as the principal underwriter under a distribution agreement.
         TSSC has entered into sales  agreements  with other  broker/dealers  to
solicit applications for the Polices through registered  representatives who are
licensed to sell securities and variable  insurance  products.  These agreements
provide  that  applications  for the  Polices  may be  solicited  by  registered
representatives  of the  broker/dealers  appointed by  Transamerica  to sell its
variable  life  insurance  and  variable  annuities.  These  broker/dealers  are
registered  with the  Commission  and are  members of the NASD.  The  registered
representatives  are  authorized  under  applicable  state  regulations  to sell
variable life insurance and variable annuities.
         Transamerica  Financial  Resources,  Inc.  ("TFR") is an  underwriter 
 and  distributor  of the Polices.  TFR is a
wholly-owned  subsidiary of Transamerica  Insurance Corporation of California
and is registered with the Commission and the
NASD as a broker/dealer.
         Under the  agreements,  applications  for the  Polices  will be sold by
broker/dealers which will receive compensation as described in the Prospectus.
         The offering of the Policies is expected to be  continuous  and neither
TSSC nor TFR  anticipate  discontinuing  the offering of the Policies.  However,
TSSC and TFR reserve the right to discontinue the offering of the Policies.
         During fiscal year 1997,  $5,543,415.68 in commission were paid to TSSC
as underwriter of the Policies;  no amounts were retained by TSSC. During fiscal
year 1996,  $4,277,511.85 in commissions were paid to TSSC as underwriter of the
Policies;   no  amounts  were  retained  by  TSSC.   During  fiscal  year  1995,
$2,355,155.93  in commissions  were paid to TSSC as underwriter of the Policies;
no amounts were retained by TSSC. During fiscal year 1997, $81.50 in commissions
were paid to TFR as  underwriter  of the  Policies;  no amounts were retained by
TFR.  During  fiscal  year  1996,  $66.00  in  commissions  were  paid to TFR as
underwriter of the Policies; no amounts were retained by TFR. During fiscal year
1995, $286.000 in commissions were paid to TFR as underwriter of the Policy.

SAFEKEEPING OF ACCOUNT ASSETS
         Title to assets of the Variable  Account is held by  Transamerica.  The
assets are kept separate and apart from  Transamerica's  general account assets.
Records are maintained of all purchases and redemptions of Portfolio shares held
by each of the Sub-Accounts.

TRANSAMERICA

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

STATE REGULATION
         Transamerica  is subject to the insurance  laws and  regulations of all
the states where it is licensed to operate.  The  availability of certain Policy
rights  and  provisions  depends  on state  approval  and/or  filing  and review
processes.
Where  required  by state  law or  regulation,  the  Policies  will be  modified
accordingly.

RECORDS AND REPORTS
         All  records and  accounts  relating to the  Variable  Account  will be
maintained by Transamerica or by its Service  Office.  As presently  required by
the  1940  Act and  regulations  promulgated  thereunder  which  pertain  to the
Variable Account,  reports  containing such information as may be required under
the 1940 Act or by other  applicable  law or  regulation  will be sent to Owners
semi-annually at their last known address of record.

FINANCIAL STATEMENTS
         This  Statement  of  Additional   Information  contains  the  financial
statements of the Variable Account as of December 31,1997.
         The financial statements of Transamerica  included in this Statement of
Additional  Information  should be considered  only as bearing on the ability of
Transamerica  to meet its  obligations  under the  Policies.  They should not be
considered as bearing on the  investment  performance  of the assets held in the
Variable Account.





<PAGE>


APPENDIX

         Accumulation Transfer Formula

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

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

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

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

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

         Where:

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

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

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

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

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





<PAGE>
                                                         1


                                GROWTH PORTFOLIO
                                     of the
                   TRANSAMERICA VARIABLE INSURANCE FUND, INC.

     1150 South Olive Street, Los Angeles, California 90015, (213) 742-2111

                                   PROSPECTUS

                                   May 1, 1998

         The Growth Portfolio (the "Growth Portfolio" or the "Portfolio") of the
Transamerica  Variable  Insurance  Fund,  Inc.  (the  "Fund")  is  an  open-end,
management  investment  company.  The Growth  Portfolio seeks long-term  capital
growth. Common stock (listed and unlisted) is the basic form of investment.  The
Portfolio may also invest in debt  securities and preferred  stock having a call
on common stocks.

         Shares of the Fund are currently  offered only to separate  accounts of
insurance  companies  to fund the  benefits of variable  annuity  contracts  and
variable life insurance policies (collectively  "variable insurance contracts").
Each  variable  insurance  contract  involves fees and expenses not described in
this Prospectus. See the accompanying variable insurance contract prospectus for
information  regarding  contract  fees  and  expenses  and any  restrictions  on
purchases or allocations.

         This Prospectus  contains  information about the Fund and the Portfolio
that a prospective purchaser of a variable insurance contract should know before
allocating purchase payments or premiums to the Portfolio.  It should be read in
conjunction with the Prospectus for the variable  insurance  contract and should
be  retained  for  future  reference.  A  Statement  of  Additional  Information
containing more detailed information about the Fund is available free by writing
to the Fund at the Transamerica  Annuity Service Center, 401 North Tryon Street,
Suite 700,  Charlotte,  North Carolina  28202, or by calling  800-258-4260.  The
Statement of Additional Information, which has the same date as this Prospectus,
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.


                       This              Prospectus    should    be    read   in
                                         conjunction with the prospectus for the
                                         variable insurance contract.

         Mutual fund shares are not deposits or obligations of, or guaranteed or
endorsed  by, any bank,  nor are fund  shares  federally  insured by the Federal
Deposit  Insurance  Corporation,   the  Federal  Reserve  Board,  or  any  other
government  agency.  Investing in fund shares involves certain investment risks,
including possible loss of principal.



<PAGE>


                                TABLE OF CONTENTS
                                        3



                                                                Page

CONDENSED FINANCIAL INFORMATION...........................1

TRANSAMERICA VARIABLE INSURANCE FUND, INC.................3

GROWTH PORTFOLIO..........................................3

INVESTMENT OBJECTIVE AND POLICIES.........................3

INVESTMENT METHODS AND RISKS..............................4
         Small Capitalization Companies...................4
         Convertible Securities...........................5
         High-Yield ("Junk") Bonds........................5
         Repurchase Agreements............................5
         State Insurance Regulation.......................6

PORTFOLIO TURNOVER........................................6

MANAGEMENT................................................6
         Directors and Officers...........................6
         Investment Adviser...............................6
         Investment Sub-Adviser...........................7

PERFORMANCE INFORMATION...................................7

DETERMINATION OF NET ASSET VALUE..........................8

OFFERING, PURCHASE AND REDEMPTION OF SHARES...............8

INCOME, DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS...........9

TAXES    ...................................................9

OTHER INFORMATION...........................................9
         Preparing for Year 2000.............................
Reports  ...................................................9
         Voting and Other Rights............................9
         Custody of Assets and Administrative Services.....10
         Summary of Bond Ratings...........................10

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION........................11



<PAGE>


                                     CONDENSED FINANCIAL INFORMATION

                                           Financial Highlights

         The following table gives information  regarding  income,  expenses and
capital changes for the Growth Portfolio of the Transamerica  Variable Insurance
Fund,  Inc.  (formerly  Transamerica   Occidental's  Separate  Account  Fund  C)
attributable to a Portfolio share outstanding  throughout the periods indicated.
The information is presented as if the  reorganization  of Separate Account Fund
C, described  below, in which the assets and liabilities of the Separate Account
were transferred intact to the Growth Portfolio,  had always been in effect. The
activity prior to the November 1, 1996,  reorganization of Separate Account Fund
C,  represents  accumulation  unit values of Separate  Account Fund C which have
been converted into share values for presentation purposes.

         The per share data in the table for the period January 1, 1993, through
December 31, 1997, has been audited by Ernst & Young LLP,  independent  auditors
of the Fund, in connection with the annual audits of the  Portfolio's  financial
statements.  The per share  data in the table for the  period  January  1, 1988,
through  December  31,  1991,  is based  upon  data from the  audited  financial
statements  of Separate  Account Fund C, but Ernst & Young,  LLP has not audited
the conversion of that data to Growth Portfolio share values.  Prior to November
1, 1996, activity represents  accumulated unit values of Separate Account Fund C
which  have been  converted  to share  values  for  presentation  purposes.  The
financial statements which appear in the Statement of Additional Information are
dated as of December 31, 1997.

                                             GROWTH PORTFOLIO
<TABLE>
<CAPTION>

- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
                                                             1997        1996       1995       1994        1993
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
<S>                                                         <C>         <C>        <C>        <C>         <C>   
Net asset value, beginning of year                          $10.93      $8.582     $5.615     $5.239      $4.287
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------

Investment Operations
Net investment income (loss)                                (0.05)      (0.065)   (0.069)     (0.042)     (0.030)
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------

- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Net realized and unrealized gain                             5.13        2.413     3.036       0.418       0.982
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Total from investment operations                             5.08        2.348     2.967       0.376       0.952
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Distribution from realized gains                            (1.26)         -         -           -           -
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Net asset value, end of  year                               $14.75      $10.930    $8.582     $5.615      $5.239
                                                            ======      =======    ======     ======      ======
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Total Return                                                46.50%      27.36%     52.84%      7.19%      22.20%
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------

- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Ratios and Supplemental Data
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Net assets, end of year (in thousands)                     $46,378      $32,238   $25,738     $17,267     $16,584
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Expenses to average net assets (1)                          0.85%        1.27%     1.41%       1.43%       1.43%
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Net investment income (loss) to average net assets (2)     (0.39%)      (0.68%)   (0.94%)     (0.80%)     (0.65%)
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Portfolio turnover rate                                     20.54%      34.58%     18.11%     30.84%      42.04%
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------
Average commission rate (3)                                $0.0575       $0.07       -           -           -
- -------------------------------------------------------- ------------- ---------- --------- ------------ ----------


- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
                                                             1992        1991        1990       1989       1988
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Net asset value, beginning of year                          $3.783      $2.689      $3.026     $2.266     $1.694
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------

Investment Operations
Net investment income (loss)                               (0.012)      (0.009)    (0.022)     (0.010)    (0.054)
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------

- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Net realized and unrealized gain                            0.492        1.085     (0.360)      0.750      0.517
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Total from investment operations                            0.504        1.095     (0.337)      0.760      0.572
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------

- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Net asset value, end of  year                               $4.287      $3.783      $2.689     $3.026     $2.266
                                                            ======      ======      ======     ======     ======
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Total Return                                                13.32%      40.71%     (11.14%)     33.56     33.74%
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------

- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Ratios and Supplemental Data
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Net assets, end of year (in thousands)                     $13,966      $12,516     $9,281     $10,861    $8,453
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Expenses to average net assets (1)                          1.43%        1.43%      1.43%       1.44%      1.43%
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Net investment income (loss) to average net assets (2)     (0.31%)       0.28%      0.81%       0.37%      2.66%
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Portfolio turnover rate                                     43.07%      32.90%      49.87%     22.39%     52.18%
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------
Average commission rate (3)                                   -            -          -           -          -
- -------------------------------------------------------- ------------- ---------- ----------- ---------- ----------

</TABLE>

(1)    If the  Investment  Adviser  had not  reimbursed  expenses,  the ratio of
       operating  expenses to average net assets would have been 0.98% and 1.34%
       for the years ended December 31, 1997 and 1996, respectively.

(2)    If the Investment  Adviser had not  reimbursed  expenses the ratio of net
       investment loss to average net assets would have been (0.52%) and (0.75%)
       for the years ended December 31, 1997 and 1996, respectively.

 (3) This  disclosure  is  required  for fiscal  periods  beginning  on or after
 September 1, 1995, and represents
       the average commission rate paid on equity security transactions on which
commissions are charged.


<PAGE>


TRANSAMERICA VARIABLE INSURANCE FUND, INC.GROWTH PORTFOLIO

 Transamerica  Variable  Insurance  Fund,  Inc.  (the  "Fund")  is an  open-end,
 diversified management investment company established as a Maryland Corporation
 on June 23, 1995. The Fund currently consists of two investment portfolios, the
 Growth  Portfolio and the Money Market  Portfolio.  This  prospectus sets forth
 information  about the Growth  Portfolio  only.  Additional  Portfolios  may be
 created from time to time.  By investing in the Growth  Portfolio,  an investor
 becomes entitled to a pro rata share of all dividends and distributions arising
 from the net income and capital gains, if any, on the investments of the Growth
 Portfolio.  Likewise,  an  investor  shares  pro-rata  in  any  losses  of  the
 Portfolio.

         The Growth  Portfolio  is the  successor to  Transamerica  Occidental's
Separate  Account Fund C ("Separate  Account  Fund C").  The  reorganization  of
Separate  Account  Fund C  from  a  management  investment  company  into a unit
investment  trust was  approved  at a meeting  of the  Contract  owners  held on
October 30, 1996. The asset and liabilities of Separate Account Fund C as of the
close of  business  October  31,  1996,  were  transferred  intact to the Growth
Portfolio in exchange for shares of the Growth Portfolio.

         Pursuant  to an  investment  advisory  agreement  and  subject  to  the
authority  of the  Fund's  Board  of  Directors,  Transamerica  Occidental  Life
Insurance  Company  ("Transamerica"  or the "Investment  Adviser") serves as the
Fund's  investment  adviser and  conducts  the business and affairs of the Fund.
Transamerica has engaged  Transamerica  Investment Services,  Inc.  ("Investment
Services" or  "Sub-Adviser"  or "Manager") to act as the Fund's  sub-advisor  to
provide the day-to-day portfolio management for the Portfolio.

The  Portfolios  are  designed  primarily  to serve as  investment  vehicles for
variable  annuity and  variable  life  insurance  contracts  offered by separate
accounts  of  various  insurance  companies.  The Fund may  sell its  shares  to
qualified  pension and retirement  plans, but currently does not do so. The Fund
does not offer its stock directly to the general public.

INVESTMENT OBJECTIVE AND POLICIES

         The  investment  objective  and  policies of the Growth  Portfolio  are
described  below.  There can be no  assurance  that the  Growth  Portfolio  will
achieve  its  investment  objective.  Investors  should  not  consider  any  one
Portfolio alone to be a complete  investment  program.  As with any security,  a
risk of loss, including possible loss of principal, is inherent in an investment
in the shares of the Portfolio.

         The  different  types  of  securities,   investments,   and  investment
techniques used by the Portfolio  involve risks of varying degrees.  These risks
are described in greater detail, under "Investment Methods and Risks" and in the
Statement  of  Additional  Information.  The  Portfolio  is  subject  to certain
investment  restrictions  that  are  described  under  the  caption  "Investment
Restrictions" in the Statement of Additional Information.

         The  investment  objective of the  Portfolio as well as the  investment
policies  that  are not  fundamental  may be  changed  by the  Fund's  Board  of
Directors without shareholder approval.  Certain of the investment  restrictions
of the Portfolio are  fundamental,  however,  and may not be changed without the
approval of a majority of the votes  attributable to the  outstanding  shares of
the  Portfolio.  See  "Investment  Restrictions"  in the Statement of Additional
Information.

         The  Growth  Portfolio's  investment  objective  is  long-term  capital
growth. Common stock, listed and unlisted, is the basic form of investment.  The
Growth Portfolio invests primarily in common stocks of growth companies that are
considered  by the  manager  to be premier  companies.  In the  manager's  view,
characteristics  of  premier  companies  include  one or more of the  following:
dominant  market  share;  leading  brand  recognition;  proprietary  products or
technology;  low-cost  production  capability;  and  excellent  management  with
shareholder  orientation.  The manager of the  Portfolio  believes in  long-term
investing  and  places  great  emphasis  on  the  sustainability  of  the  above
competitive advantages. Unless market conditions indicate otherwise, the manager
also tries to keep the Portfolio  fully invested in  equity-type  securities and
does not try to time stock market movements.

Although the Portfolio invests the majority of its assets in common stocks,  the
Portfolio may also invest in debt securities and preferred stocks (both having a
call on common stocks by means of a conversion  privilege or attached  warrants)
and warrants or other rights to purchase common stocks.  When in the judgment of
Investment  Services market  conditions  warrant,  the Growth Portfolio may, for
temporary  defensive  purposes,  hold part or all of its assets in cash, debt or
money market instruments.

         The  Portfolio may invest up to 10% of the  Portfolio's  assets in debt
securities having a call on common stocks that are rated below investment grade.
Those  securities  are rated Ba1 or lower by  Moody's  Investors  Service,  Inc.
("Moody's")  or BB+ or lower by Standard & Poor's  Corporation  ("S&P"),  or, if
unrated, deemed to be of comparable quality by Investment Services.

         If  a  security  that  was  originally  rated  "investment   grade"  is
downgraded  by a ratings  service,  it may or may not be sold.  This  depends on
Investment Services' assessment of the issuer's prospects.  However,  Investment
Services  will not purchase  below-investment-grade  securities if that purchase
would increase their representation in the Portfolio to more than 10%.

         The Portfolio may invest up to 10% of its net assets in the  securities
of  foreign  issuers  that  are in the  form  of  American  Depository  Receipts
("ADRs").  ADRs are  registered  stocks of foreign  companies that are typically
issued  by an  American  bank  or  trust  company  evidencing  ownership  of the
underlying securities. ADRs are designed for use on the U.S. stock exchanges.

         With respect to 75% of total  assets,  the  Portfolio  may not purchase
more than 10% of the voting securities of any one issuer.  The Portfolio may not
invest in companies for the purposes of exercising control or management.

Purchases  or  acquisitions  may be made of  securities  which  are not  readily
marketable  by  reason of the fact that  they are  subject  to the  registration
requirements  of the  Securities  Act of  1933 or the  salability  of  which  is
otherwise  conditioned,  including real estate and certain repurchase agreements
or time deposits maturing in more than seven days ("restricted securities"),  as
long as any such  purchase or  acquisition  will not  immediately  result in the
value  of all  such  restricted  securities  exceeding  15% of the  value of the
Portfolio's net assets.

INVESTMENT METHODS AND RISKS

         The  Growth  Portfolio  is  subject  to the risk of  changing  economic
conditions and fluctuations in the price of securities owned by the Portfolio.

         In  addition,  the  different  types of  securities,  investments,  and
investment  techniques used by the Portfolio  involve risks of varying  degrees.
For  example,  with respect to equity  securities,  there can be no assurance of
capital  appreciation and there is a substantial risk of decline in value.  With
respect to debt securities,  there exists the risk that the issuer of a security
may not be able to meet its obligations on interest or principal payments at the
time  required by the  investment.  Certain risks  associated  with the types of
investments  in which the  Portfolio may invest are  discussed  below.  For more
information on investment methods and risks, see "Special Investment Methods and
Risks" in the Statement of Additional Information.

Small Capitalization Companies

         The Growth Portfolio may invest in securities of smaller,  lesser-known
companies.  Such  investments  involve  greater  risks than the  investments  of
larger, more mature, better known issuers, including an increased possibility of
portfolio price volatility. Historically, small capitalization stocks and stocks
of recently organized companies have been more volatile in price than the larger
capitalization stocks included in the S&P 500. Among the reasons for the greater
price  volatility  of these small  company  stocks are the less  certain  growth
prospects  of smaller  firms,  the lower  degree of liquidity in the markets for
such stocks and the greater  sensitivity of small companies to changing economic
conditions.  For example,  these companies are associated with higher investment
risk than that normally associated with larger, more mature,  better known firms
due to the  greater  business  risks of small size and  limited  product  lines,
markets, distribution channels and financial and managerial resources.

         The values of small  company  stocks  may  fluctuate  independently  of
larger company stock prices.  Small company stocks may decline in price as large
company  stock  prices  rise,  or rise in price as large  company  stock  prices
decline.  Investors  should  therefore  expect that to the extent the  Portfolio
invests in stock of small capitalization  companies,  the net asset value of the
Portfolio's  shares may be more volatile than,  and may fluctuate  independently
of, broad stock market indices such as the S&P 500. Furthermore,  the securities
of companies with small stock market  capitalizations  may trade less frequently
and in limited volume.

Convertible Securities

         The Growth Portfolio may invest in convertible securities.  Convertible
securities may include  corporate  notes or preferred stock but are ordinarily a
long-term debt  obligation of the issuer  convertible at a stated  exchange rate
into  common  stock  of  the  issuer.   Convertible   securities   have  general
characteristics similar to both fixed-income and equity securities.  As with all
debt securities,  the market value of convertible securities tends to decline as
interest rates increase and, conversely,  to increase as interest rates decline.
In addition,  because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the underlying
common stock, and therefore,  will react to variations in the general market for
equity securities.  As the market price of the underlying common stock declines,
the convertible  security tends to trade increasingly on a yield basis, and thus
may not depreciate to the same extent as the underlying common stock.

         As fixed-income securities, convertible securities are investments that
provide for a stable stream of income with  generally  higher yields than common
stocks.  Like all  fixed-income  securities,  there is no  assurance  of current
income as the issuer might default in its  obligations.  Convertible  securities
generally  offer  lower  interest  or  dividend   yields  than   non-convertible
securities of similar quality. Convertible securities generally are subordinated
to other similar but  non-convertible  securities  of the same issuer,  although
convertible  bonds, as corporate debt obligations,  rank senior to common stocks
in an issuer's  capital  structure and are  consequently  of higher  quality and
entail less risk of declines in market  value than the  issuer's  common  stock.
However,  the extent to which such risk is reduced depends in large measure upon
the  degree  to which  the  convertible  security  sells  above  its  value as a
fixed-income security.

High-Yield ("Junk") Bonds

         High-yield bonds (commonly  called "junk" bonds) are lower-rated  bonds
that involve  higher current income but are  predominantly  speculative  because
they present a higher degree of credit risk than higher-rated bonds. Credit risk
is the risk that the  issuer of the bonds will not be able to make  interest  or
principal  payments on time. The prices of junk bonds tend to be more reflective
of prevailing  economic and industry  conditions,  the issuer's unique financial
situation,  and the bond's  coupon than to small  changes in the market level of
interest  rates.  During an  economic  downturn  or a period of rising  interest
rates,  highly  leveraged  companies  may  experience   difficulties  in  making
principal and interest payments, meeting projected business goals, and obtaining
additional financing. See "Summary of Bond Ratings" on page 10 and the Statement
of Additional Information for a description of bond rating categories.

Repurchase Agreements

         The Growth Portfolio may enter into repurchase  agreements with Federal
Reserve System member banks or U.S. securities  dealers. A repurchase  agreement
occurs when the Portfolio purchases an interest-bearing  debt obligation and the
seller  agrees to  repurchase  the debt  obligation  on a specified  date in the
future at an agreed-upon  price.  The  repurchase  price reflects an agreed-upon
interest rate during the time the Portfolio's money is invested in the security.
Since the security  constitutes  collateral  for the  repurchase  obligation,  a
repurchase  agreement can be considered a  collateralized  loan. The Portfolio's
risk is the ability of the seller to pay the  agreed-upon  price on the delivery
date.  If the  seller  is unable to make a timely  repurchase,  the  Portfolio's
expected  proceeds  could be delayed,  or the  Portfolio  could suffer a loss in
principal or current interest, or incur costs in liquidating the collateral.  In
evaluating  whether to enter into a repurchase  agreement,  Investment  Services
will  carefully  consider  the   creditworthiness  of  the  seller  pursuant  to
procedures established by the Fund's Board of Directors.

         The Growth Portfolio will not invest in repurchase  agreements maturing
in  more  than  seven  days  if  that  would  constitute  more  than  10% of the
Portfolio's  net assets when taking into account the remaining  days to maturity
of the Portfolio's existing repurchase agreements.

State Insurance Regulation

         The Portfolio is intended to be a funding vehicle for variable  annuity
contracts and variable  life  policies to be offered by insurance  companies and
will seek to be offered in as many  jurisdictions  as possible.  Certain  states
have regulations or guidelines concerning concentration of investments and other
investment  techniques.  If such  regulations  and guidelines are applied to the
Portfolio,  the  Portfolio  may be limited  in its  ability to engage in certain
techniques and to manage its portfolio with the flexibility  provided herein. It
is the Portfolio's intention that it operate in material compliance with current
insurance laws and regulations,  as applied,  in each  jurisdiction in which the
Portfolio is offered.

PORTFOLIO TURNOVER

         The Growth  Portfolio  will not  consider  portfolio  turnover  to be a
limiting  factor in making  investment  decisions.  Changes  will be made in the
Portfolio  if such  changes  are  considered  advisable  to better  achieve  the
Portfolio's  investment objective.  The portfolio turnover rate is calculated by
dividing  the lesser of the dollar  amount of sales or  purchases  of  portfolio
securities by the average monthly value of the portfolio  securities,  excluding
debt  securities  having a maturity at the date of purchase of one year or less.
Investment  Services  anticipates  that the annual  turnover rate for the Growth
Portfolio will generally not exceed 75%.

         High  rates  of  portfolio  turnover  involve  correspondingly  greater
expenses  which must be borne by the Portfolio and its  shareholders,  including
higher brokerage commissions, dealer mark-ups and other transaction costs on the
sale of securities and reinvestment of other  securities.  High rate of turnover
may  result  in  the  acceleration  of  taxable  gains  and  may  under  certain
circumstances  make it more  difficult for a Portfolio to qualify as a regulated
investment company under the Internal Revenue Code.
See "Federal Tax Matters" in the Statement of Additional Information.

MANAGEMENT

Directors and Officers

         The Fund's Board of Directors is  responsible  for deciding  matters of
general  policy  and  reviewing  the  actions  of  the  Investment  Adviser  and
Investment  Sub-Adviser,   the  custodian,  the  accounting  and  administrative
services  providers  and other  providers  of  services  to the  Portfolio.  The
officers of the Fund supervise its daily business  operations.  The Statement of
Additional  Information  contains  information  as to the identity of, and other
information about, the directors and officers of the Fund.

Investment Adviser

         Transamerica Occidental Life Insurance Company  ("Transamerica"),  1150
South Olive Street, Los Angeles,  California 90015, is the investment adviser of
the Portfolio.  Transamerica is a stock life insurance  company  incorporated in
the state of California on June 30, 1906. It has been a  wholly-owned  direct or
indirect  subsidiary of Transamerica  Corporation,  600 Montgomery  Street,  San
Francisco,  California  94111,  since  March  14,  1930.  Transamerica  acted as
investment  adviser  to  Transamerica   Occidental's  Separate  Account  Fund  C
("Separate Account Fund C"), the Fund's predecessor.

         The  Fund  has  entered  into an  Investment  Advisory  Agreement  with
Transamerica  under  which  the  Transamerica  assumes  overall  responsibility,
subject to the supervision of the Fund's Board of Directors,  for  administering
all  operations of the Fund and for  monitoring and evaluating the management of
the  assets  of the  Portfolio  by  Investment  Services  on an  ongoing  basis.
Transamerica  provides or arranges  for the  provision  of the overall  business
management and  administrative  services necessary for the Fund's operations and
furnishes  or procures  any other  services and  information  necessary  for the
proper conduct of the Fund's business.  Transamerica also acts as liaison among,
and supervisor of, the various service providers to the Fund.

         For its  services  to the  Portfolio,  Transamerica  receives an annual
advisory fee of 0.75% of the average  daily net assets of the Growth  Portfolio.
The fee is  deducted  daily  from the assets of the  Portfolio.  This fee may be
higher than the average  advisory fee paid to the  investment  advisers of other
growth  portfolios.  Transamerica  may waive some or all of its fee from time to
time at its discretion.

Sub-Adviser

         Transamerica has contracted with Transamerica Investment Services, Inc.
("Investment Services" or "Sub-Adviser" or "Manager"), a wholly-owned subsidiary
of Transamerica  Corporation,  to render  investment  services to the Portfolio.
Investment Services has been in existence since 1967 and has provided investment
services  to  investment  companies  since  1968  and to the  Transamerica  Life
Companies since 1981. Investment Services is located at 1150 South Olive Street,
Los Angeles,  California  90015-2211.  Transamerica has agreed to pay Investment
Services a monthly  fee at the annual  rate of 0.30% of the first $50 million of
the Portfolio's  average daily net assets,  0.25% of the next $150 million,  and
0.20% of assets in excess of $200  million.  Investment  Services  will  provide
recommendations  on the  management  of  Portfolio  assets,  provide  investment
research  reports and  information,  supervise and manage the investments of the
Portfolio, and direct the purchase and sale of Portfolio investments.

         Investment  Services is also  responsible  for the selection of brokers
and  dealers  to execute  transactions  for the Fund.  Some of these  brokers or
dealers may be  affiliated  persons of  Transamerica  and  Investment  Services,
although presently none are. Although it is the policy of Investment Services to
seek the best price and execution for each transaction,  Investment Services may
give consideration to brokers and dealers who provide  Investment  Services with
statistical  information and other services in addition to transaction services.
Additional information about the selection of brokers and dealers is provided in
the Statement of Additional Information.

         The  transactions  and  performance  of the Growth  Portfolio  are 
reviewed  continuously  by the
senior  officers of  Investment  Services.  The portfolio  manager for the
Growth  Portfolio is Jeffrey S.
Van Harte,  C.F.A.,  Vice  President  and Senior Fund Manager at Investment 
Services.  Mr. Van Harte is a
member of the San  Francisco  Society of  Financial  Analysts and received a 
B.A.  from  California  State
University  at  Fullerton  in  1980.  Mr.  Van  Harte  has  been  managing 
 the  portfolio  of the  Fund's
predecessor, Separate Account Fund C, since 1984.

PERFORMANCE INFORMATION

         From time to time the Fund may disseminate  average annual total return
figures for the Portfolio in advertisements  and  communications to shareholders
or sales literature.

         Average  annual total  return is  determined  by  computing  the annual
percentage  change in value of $1,000 invested for specified periods ending with
the most recent  calendar  quarter,  assuming  reinvestment of all dividends and
distributions  at net asset value.  The average annual total return  calculation
assumes a  complete  redemption  of the  investment  at the end of the  relevant
period.

         The Fund  also may from  time to time  disseminate  year-by-year  total
return,  cumulative  total  return and yield  information  for the  Portfolio in
advertisements, communications to shareholders or sales literature. These may be
provided for various specified periods by means of quotations, charts, graphs or
schedules. Year-by-year total return and cumulative total return for a specified
period are each derived by calculating  the  percentage  rate required to make a
$1,000  investment in the Portfolio  (assuming all distributions are reinvested)
at the  beginning  of such  period  equal  to the  actual  total  value  of such
investment at the end of such period.

         In addition,  the Fund may from time to time publish performance of the
Portfolio relative to certain performance rankings and indices.

          As the  successor  to Separate  Account  Fund C, the Growth  Portfolio
treats the historical performance data of Separate Account Fund C as its own for
periods  prior  to the  reorganization.  The  performance  data  for the  Growth
Portfolio  prior to the  reorganization  does not reflect any sales or insurance
charges,  or any other separate  account or contract  level  charges,  that were
imposed under the annuity contracts issued through Separate Account Fund C.

         Since the Fund is not available directly to the public, its performance
data is not advertised unless  accompanied by comparable data for the applicable
variable annuity or variable life insurance policy. The Portfolio's  performance
data does not reflect separate account or contract level charges.

         The  investment  results of the Portfolio  will fluctuate over time and
any  presentation  of  investment  results  for any prior  period  should not be
considered  a  representation  of  what an  investment  may  earn  or  what  the
Portfolio's  performance may be in any future period. In addition to information
provided in shareholder reports,  the Fund may, in its discretion,  from time to
time  make a list  of the  Portfolio's  holdings  available  to  investors  upon
request.

DETERMINATION OF NET ASSET VALUE

         The net asset value per share of the  Portfolio is normally  determined
once  daily as of the close of regular  trading on the New York Stock  Exchange,
currently  4:00 p.m. New York time, on each day when the New York Stock Exchange
is open,  except as noted below.  The New York Stock Exchange is scheduled to be
open Monday through Friday throughout the year, except for certain holidays. The
net asset value of the  Portfolio's  shares will not be calculated on the Friday
following  Thanksgiving,  the Friday following Christmas if Christmas falls on a
Thursday and the Monday before  Christmas if Christmas  falls on a Tuesday.  The
net asset value of the  Portfolio  is  determined  by dividing  the value of the
Portfolio's   securities,   cash,  and  other  assets  (including   accrued  but
uncollected  interest and dividends),  less all liabilities  (including  accrued
expenses  but  excluding  capital  and  surplus)  by the number of shares of the
Portfolio outstanding.

         The value of the Growth Portfolio's  securities and assets generally is
determined on the basis of their market values.  The short-term  debt securities
having  remaining  maturities of sixty days or less held by the Growth Portfolio
(if any) are valued by the  amortized  cost method,  which  approximates  market
value.  Investments  for which market  quotations are not readily  available are
valued at their fair value as  determined  in good faith by, or under  authority
delegated by, the Fund's Board of  Directors.  See  "Determination  of Net Asset
Value" in the Statement of Additional Information.

OFFERING, PURCHASE AND REDEMPTION OF SHARES

         Pursuant   to  a   participation   agreement   between   the  Fund  and
Transamerica,  shares of the Portfolio are sold in a continuous offering and are
authorized to be offered to Separate  Account C to support its variable  annuity
contracts  (the  "Contracts").  Net purchase  payments  under the  Contracts are
placed in  Separate  Account  C and the  assets  of the  Separate  Account C are
invested in the shares of the Growth Portfolio. Separate Account C purchases and
redeems  shares of the  Portfolio at net asset value without sales or redemption
charges.

         For each day on which the  Portfolio's  net asset value is  calculated,
Separate  Account C will  transmit  to the Fund any orders to purchase or redeem
shares of the Portfolio based on the purchase payments,  redemption  (surrender)
requests,   and  transfer   requests  from  Contract   owners,   annuitants  and
beneficiaries  that have been processed on that day. Shares of the Portfolio are
purchased and redeemed at the Portfolio's  net asset value per share  calculated
as of that same day although such purchases and  redemptions may be executed the
next morning.

         In the future,  the Fund may offer shares of the  Portfolio  (including
new Portfolios  that might be added to the Fund) to other  separate  accounts of
various insurance  companies,  whether or not affiliated with  Transamerica,  to
support  variable  annuity  contracts  or  variable  life  insurance  contracts.
Likewise,  the Fund may also,  in the  future,  offer  shares  of the  Portfolio
directly to qualified pension and retirement plans.

         In the event that  shares of the  Portfolio  are  offered to a separate
account  supporting   variable  life  insurance  or  to  qualified  pension  and
retirement  plans,  a potential  for  certain  conflicts  may exist  between the
interests of variable annuity contract owners,  variable life insurance contract
owners  and  plan  participants.   The  Fund  currently  does  not  foresee  any
disadvantage to owners of the Contracts arising from the fact that shares of the
Portfolio might be held by such entities.  However, in such an event, the Fund's
Board of Directors  will monitor the Portfolio in order to identify any material
irreconcilable  conflicts of interest which may possibly arise, and to determine
what action, if any, should be taken in response to such conflicts.

INCOME, DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

         The  Growth  Portfolio   distributes   substantially  all  of  its  net
investment  income in the form of  dividends  to its  shareholders.  The  Growth
Portfolio  declares  its  dividends  and  capital  gain  distributions  at least
annually.

TAXES

         The  Fund  believes  that  the  Portfolio   qualifies  as  a  regulated
investment  company under  Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Portfolio intends to distribute  substantially all
of its net income and net capital gains to its shareholders.  As a result, under
the  provisions  of  subchapter  M, there should be little or no income or gains
taxable to the  Portfolio.  In addition,  the  Portfolio  intends to comply with
certain other distribution rules specified in the Code so that it will not incur
a 4% nondeductible federal excise tax that otherwise would apply.
See "Federal Tax Matters" in the Statement of Additional Information.

         The  shareholders  of the Portfolio  are currently  limited to Separate
Account C and Transamerica.  For more information regarding the tax implications
for the  purchaser of a Contract who  allocates  investments  to the  Portfolio,
please refer to the prospectus for Separate Account C.

OTHER INFORMATION

Preparing For Year 2000

Many computer  software  systems in use today cannot  distinguish  the year 2000
from the year 1900 because dates are encoded using the standard six-place format
that  allows  entry of only the last two  digits of the year.  This is  commonly
known as the "Year 2000 Problem." This issue could adversely  impact the Fund if
the  computer  systems  used  by the  Fund's  Investment  Adviser,  Sub-Adviser,
Custodian,  transfer agent and other service providers do not accurately process
date information  after January 1, 2000. The Investment  Adviser and Sub-Adviser
are  addressing  this issue by testing the  computer  systems they use to ensure
that those systems will operate  properly  after  January 1, 2000,  and they are
also seeking  assurances  from the  Custodian,  transfer agent and other service
providers  they use that their  computer  systems will be adapted to address the
Year 2000 Problem in time to prevent adverse consequences after January 1, 2000.
However,  especially when taking into account interaction with other systems, it
is difficult  to predict  with  precision  that there will be no  disruption  of
services in connection with the year 2000.



<PAGE>


Reports

         Annual Reports containing audited financial  statements of the Fund and
Semi-Annual Reports containing unaudited financial statements,  as well as proxy
materials,  are  sent  to  Contract  owners,  annuitants  or  beneficiaries,  as
appropriate.  Inquiries may be directed to the Fund at the  telephone  number or
address set forth on the cover page of this Prospectus.

Voting and Other Rights

         Each share outstanding is entitled to one vote on all matters submitted
to a vote of  shareholders  (of the  Portfolio or the Fund) and is entitled to a
pro-rata share of any  distributions  made by the Portfolio and, in the event of
liquidation,  of its net assets  remaining  after  satisfaction  of  outstanding
liabilities.  Each share (of the Portfolio),  when issued,  is nonassessable and
has no preemptive or conversion  rights.  The shares have  noncumulative  voting
rights.

         As a Maryland  corporation,  the Fund is not  required to hold  regular
annual shareholder  meetings and does not intend to do so. The Fund is, however,
required to hold shareholder meetings for the following purposes:  (i) approving
certain  agreements  as  required  by the 1940 Act;  (ii)  changing  fundamental
investment  objectives,  policies and  restrictions of the Portfolio;  and (iii)
filling  vacancies  on the  Board of  Directors  in the  event  that less than a
majority of the members of the Board of Directors were elected by  shareholders.
Directors  may also be removed by  shareholders  by a vote of  two-thirds of the
outstanding  votes  attributable to shares at a meeting called at the request of
holders of 10% or more of such votes.  The Fund has the  obligation to assist in
shareholder communications.

          Transamerica currently owns more than 25% of the outstanding shares of
the Portfolio  which may result in it being deemed a  controlling  person of the
Portfolio, as that term is defined in the 1940 Act.

Custody of Assets and Administrative Services

         Pursuant to a custody  agreement  with the Fund,  State Street Bank and
Trust Company  ("State Street" or  "Custodian"),  225 Franklin  Street,  Boston,
Massachusetts  02110,  will  hold all  securities  and cash  assets of the Fund,
provide recordkeeping and certain accounting services and serve as the custodian
of the Fund's assets.  The custodian will be authorized to deposit securities in
securities depositories and to use the services of sub-custodians.

Summary of Bond Ratings

         Following is a summary of the grade  indicators used by two of the most
prominent,  independent  rating agencies (Moody's  Investors  Service,  Inc. and
Standard & Poor's  Corporation)  to rate the  quality  of bonds.  The first four
categories are generally  considered  investment quality bonds. Those below that
level are of lower quality, commonly referred to as "junk bonds."
<TABLE>
<CAPTION>

         Investment Grade                                           Moody's              Standard & Poor's
- ---------------------------------------------------------------------------              -----------------
<S>     <C>                                                         <C>                      <C>
         Highest quality                                               Aaa                      AAA
         High quality                                                  Aa                       AA
         Upper medium                                                   A                        A
         Medium, speculative features                                  Baa                      BBB

         Lower Quality
         Moderately speculative                                        Ba                       BB
         Speculative                                                    B                        B
         Very speculative                                              Caa                      CCC
         Very high risk                                                Ca                       CC
         Highest risk, may not be
             paying interest                                            C                        C
         In arrears or default                                          D                        D
</TABLE>

         For more information on bond ratings,  including gradations within each
category of quality, see the Statement of Additional Information.

FOR MORE INFORMATION

The  Statement  of  Additional   Information   ("SAI")  contains  more  detailed
information  on the  Portfolios.  The  current  SAI  has  been  filed  with  the
Securities and Exchange  Commission and is  incorporated  by reference into this
prospectus (is legally part of this prospectus).

To request a free copy of the SAI, please write or call the Fund at:

Transamerica Annuity Service Center
401 North Tryon Street, Suite 700
Charlotte, North Carolina  28202
800-258-4260


<PAGE>
5



                       STATEMENT OF ADDITIONAL INFORMATION


                                GROWTH PORTFOLIO
                                     of the
                   TRANSAMERICA VARIABLE INSURANCE FUND, INC.


                                   May 1, 1998


         This Statement of Additional  Information is not a prospectus.  Much of
the information  contained in this Statement expands upon information  discussed
in  the  Prospectus  for  the  Growth  Portfolio  of the  Transamerica  Variable
Insurance Fund, Inc. (the "Fund") and should,  therefore, be read in conjunction
with  the  Prospectus  for the  Fund.  To  obtain  a copy  of the  May 1,  1998,
Prospectus  write to the Fund at the  Transamerica  Annuity Service Center,  401
North Tryon Street,  Suite 700,  Charlotte,  North Carolina 28202, or by calling
800-258-4260.



<PAGE>


                                TABLE OF CONTENTS

                                                                  Page

INTRODUCTION                                                    1
ADDITIONAL INVESTMENT POLICY INFORMATION                  1
SPECIAL INVESTMENT METHODS AND RISKS                               2
         Restricted and Illiquid Securities
                  2
         Borrowing                                                          2
         Other Investment Companies                       2
         Options on Securities and Securities Indices
                  3
         Warrants and Rights
                  4
         Repurchase Agreements                                  4
         High-Yield ("Junk") Bond                               5
         Foreign Securities                                     5
INVESTMENT RESTRICTIONS                                5
         Fundamental Restrictions
                  5
         Non-Fundamental Restrictions
                  7
         Interpretive Rules
                  7
INVESTMENT ADVISER                                     8
         Investment Advisory Agreement
                  8
         Investment Sub-Advisory Agreement             9
PORTFOLIO TRANSACTIONS, PORTFOLIO TURNOVER AND BROKERAGE   9
DETERMINATION OF NET ASSET VALUE                                   10
PERFORMANCE INFORMATION                                            11
FEDERAL TAX MATTERS                                                         13
SHARES OF STOCK                                                             14
CUSTODY OF ASSETS                                                           15
DIRECTORS AND OFFICERS                                                      15
         Compensation                                                  16
LEGAL PROCEEDINGS                                                           17
OTHER INFORMATION                                                           17
         Legal Counsel
                  17
         Other Information                                                  17
         Independent Auditors                                      18
         Financial Statements
                  18
APPENDIX A
         19



<PAGE>


                                               INTRODUCTION

         Transamerica  Variable Insurance Fund, Inc. (the "Fund") is an open-end
management  investment company established as a Maryland corporation on June 23,
1995. The Fund's Growth Portfolio is the successor to Transamerica  Occidental's
Separate  Account Fund C ("Separate  Account  Fund C").  The  reorganization  of
Separate  Account  Fund C  from  a  management  investment  company  into a unit
investment trust,  Separate Account C, was approved at a meeting of the Contract
owners held on October 30,  1996.  The assets of Separate  Account Fund C, as of
close of  business  October  31,  1996,  were  transferred  intact to the Growth
Portfolio of the Fund in exchange for shares in the Growth  Portfolio  which are
held by Separate Account C.

         The Fund currently  consists of two investment  portfolios,  the Growth
Portfolio  (the  "Portfolio"  or  "Growth   Portfolio")  and  the  Money  Market
Portfolio. This Statement of Additional Information sets forth information about
the Growth  Portfolio  only. By investing in the Growth  Portfolio,  an investor
becomes entitled to a pro-rata share of all dividends and distributions  arising
from the net income  and  capital  gains on the  investments  of the  Portfolio.
Likewise, an investor shares pro-rata in any losses of that Portfolio.

         Pursuant  to an  investment  advisory  agreement  and  subject  to  the
authority  of  the  Fund's  board  of  directors  (the  "Board  of  Directors"),
Transamerica  Occidental Life Insurance Company  ("Transamerica")  serves as the
Fund's  investment  adviser and  conducts  the business and affairs of the Fund.
Transamerica has engaged  Transamerica  Investment Services,  Inc.  ("Investment
Services") to act as the Fund's sub-adviser to provide the day-to-day  portfolio
management for the Portfolio.

         The Fund currently  offers shares of the Growth  Portfolio to insurance
companies as an  underlying  funding  vehicle for variable  annuity and variable
life insurance  contracts (the  "Contracts").  The Contracts are registered with
the Securities and Exchange Commission ("SEC"),  and have separate  prospectuses
and Statements of Additional Information.

         The Fund may, in the future,  offer its stock to qualified  pension and
retirement  plans.  The Fund does not offer its stock  directly  to the  general
public.

         As of April 15, 1998,  95.763% of the outstanding  shares of the Growth
Portfolio were owned by Transamerica on behalf of Separate Account C, and 4.237%
of the outstanding  shares were owned by Transamerica Life Insurance and Annuity
Company on behalf of Separate Account VA-6.

         Terms  appearing in this Statement of Additional  Information  that are
defined in the Prospectus have the same meaning as in the Prospectus.

                                 ADDITIONAL INVESTMENT POLICY INFORMATION

         The Growth  Portfolio  seeks long-term  capital  growth.  Common stock,
listed and  unlisted,  is the basic form of  investment.  Although the Portfolio
invests the  majority of its assets in common  stocks,  the  Portfolio  may also
invest in: (i) debt  securities  and preferred  stocks,  having a call on common
stocks  by  means of a  conversion  privilege  or  attached  warrants;  and (ii)
warrants or other rights to purchase  common  stocks.  Unless market  conditions
would indicate  otherwise,  the Growth  Portfolio will be invested  primarily in
such equity-type securities.  When in the judgment of Investment Services market
conditions warrant,  the Growth Portfolio may, for temporary defensive purposes,
hold part or all of its assets in cash, debt or money market instruments.




<PAGE>


                                   SPECIAL INVESTMENT METHODS AND RISKS

Restricted and Illiquid Securities

         The Growth  Portfolio  may invest no more than 10% of its net assets in
restricted  securities  (securities that are not registered or are offered in an
exempt  non-public  offering under the Securities Act of 1933 (the "1933 Act")).
However,  such restriction shall not apply to restricted  securities offered and
sold to "qualified institutional buyers" under Rule 144A under the 1933 Act.

         In addition,  the Growth  Portfolio will invest no more than 15% of its
net assets in illiquid  investments,  which includes most repurchase  agreements
maturing in more than seven days,  time  deposits with a notice or demand period
of more than seven days, certain over-the-counter option contracts, real estate,
securities  that are not readily  marketable and restricted  securities  (unless
Investment  Services  determines,  based upon a continuing review of the trading
markets for the specific restricted  security,  that such restricted  securities
are eligible under Rule 144A and are liquid.)

         The Board of Directors of the Fund has adopted guidelines and delegated
to Investment  Services the daily  function of  determining  and  monitoring the
liquidity of restricted  securities.  The board, however, will retain sufficient
oversight and be ultimately responsible for the determinations.  Since it is not
possible  to predict  with  assurance  exactly  how the  market  for  restricted
securities  sold and  offered  under  Rule 144A  will  develop,  the board  will
carefully monitor the Portfolio's  investments in these securities,  focusing on
such important factors,  among others, as valuation,  liquidity and availability
of information.  To the extent that qualified  institutional buyers become for a
time  uninterested in purchasing  these restricted  securities,  this investment
practice  could  have the effect of  decreasing  the level of  liquidity  in the
Portfolio.

         The purchase  price and subsequent  valuation of restricted  securities
normally  reflect a discount from the price at which such securities would trade
if they were not restricted,  since the restriction makes them less liquid.  The
amount of the discount  from the  prevailing  market  prices is expected to vary
depending upon the type of security,  the character of the issuer, the party who
will bear the expenses of registering  the restricted  securities and prevailing
supply and demand conditions.

Borrowing

         The  Portfolio  may  borrow  money  but only  from  banks  and only for
temporary or  short-term  purposes.  Such  borrowings  will not exceed 5% of the
value of the  Portfolio's  total assets.  Temporary or  short-term  purposes may
include:  (i)  short-term ( i.e., no longer than five business days) credits for
clearance of portfolio transactions;  (ii) borrowing in order to meet redemption
requests or to finance  settlements  of  portfolio  trades  without  immediately
liquidating  portfolio  securities or other assets; and (iii) borrowing in order
to fulfill  commitments or plans to purchase  additional  securities pending the
anticipated sale of other portfolio securities or assets in the near future. The
Portfolio will not borrow for leveraging  purposes.  The Portfolio will maintain
continuous  asset  coverage  of at least 300% (as  defined in the 1940 Act) with
respect to all of its  borrowings.  Should the value of the  Portfolio's  assets
decline to below 300% of  borrowings,  the  Portfolio  may be  required  to sell
portfolio  securities  within  three  days to reduce  the  Portfolio's  debt and
restore 300% asset coverage. Borrowing involves interest costs.

Other Investment Companies

         The  Growth  Portfolio  reserves  the  right to invest up to 10% of its
total  assets,  calculated at the time of purchase,  in the  securities of other
investment companies including business development companies and small business
investment  companies.  The Growth  Portfolio may not invest more than 5% of its
total assets in the securities of any one investment  company or in more than 3%
of the voting  securities of any other  investment  company.  The Portfolio will
indirectly bear its proportionate  share of any advisory fees paid by investment
companies  in which it invests in  addition  to the  management  fee paid by the
Portfolio. Together with other investment companies advised by Transamerica, the
Portfolio  will  own no more  than  10% of the  outstanding  voting  stock  of a
closed-end investment company.

Options on Securities and Securities Indices

         The  Growth  Portfolio  may  purchase  put  and  call  options  on  any
securities  in which it may invest or options on any  securities  index based on
securities  in which it may  invest.  The Growth  Portfolio  currently  does not
intend to invest  more than 5% of its net assets in options  on  securities  and
securities  indices.  The  Growth  Portfolio  would  also be able to enter  into
closing  sale  transactions  in order to  realize  gains or  minimize  losses on
options it had purchased.

         The  Growth   Portfolio   would  normally   purchase  call  options  in
anticipation  of an increase in the market  value of  securities  of the type in
which it may invest.  The purchase of a call option would entitle the Portfolio,
in turn for the premium  paid, to purchase  specified  securities at a specified
price during the option period.  The Portfolio would  ordinarily  realize a gain
if, during the option period,  the value of such securities  exceeded the sum of
the exercise price, the premium paid and transaction costs; otherwise the Growth
Portfolio would realize a loss on the purchase of a call option.

         The  Growth   Portfolio   would   normally   purchase  put  options  in
anticipation  of a decline in the market value of  securities  in its  portfolio
("protective  puts") or in securities in which it may invest.  The purchase of a
put option would  entitle the  Portfolio,  in exchange for the premium  paid, to
sell specified  securities at a specified  price during the option  period.  The
purchase of protective  puts is designed to offset or hedge against a decline in
the  market  value  of the  Portfolio's  securities.  Put  options  may  also be
purchased by the Portfolio for the purpose of  affirmatively  benefiting  from a
decline in the price of securities  which it does not own. The Growth  Portfolio
would ordinarily  realize a gain if, during the option period,  the value of the
underlying  securities  decreased below the exercise price sufficiently to cover
the premium and transaction costs;  otherwise the Portfolio would realize a loss
on the purchase of a put option.  Gains and losses on the purchase of protective
put options  would tend to be offset by  countervailing  changes in the value of
the underlying portfolio securities.

         The Growth  Portfolio would purchase put and call options on securities
indices  for the  same  purposes  as it would  purchase  options  on  individual
securities.

         Risks Associated with Options Transactions.  There is no assurance that
a liquid  secondary  market on an options exchange will exist for any particular
exchange-traded  option or at any particular time. If the Portfolio is unable to
effect a closing sale transaction  with respect to options it has purchased,  it
would have to exercise the options in order to realize any profit and will incur
transaction costs upon the purchase or sale of underlying securities.

         Possible  reasons  for the absence of a liquid  secondary  market on an
exchange include the following:  (i) there may be insufficient  trading interest
in certain options;  (ii)  restrictions may be imposed by an exchange on opening
transactions or closing  transactions or both; (iii) trading halts,  suspensions
or other  restrictions  may be imposed  with  respect to  particular  classes or
series of options; (iv) unusual or unforeseen circumstances may interrupt normal
operations  on an  exchange;  (v) the  facilities  of an exchange or the Options
Clearing  Corporation may not at all times be adequate to handle current trading
volume;  or (vi) one or more  exchanges  could,  for economic or other  reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a  particular  class or series of  options),  in which  event the  secondary
market on that  exchange (or in that class or series of options)  would cease to
exist, although outstanding options on that exchange that had been issued by the
Options  Clearing  Corporation  as a result  of trades  on that  exchange  would
continue to be exercisable in accordance with their terms.


         The Growth  Portfolio  may  purchase  options that are traded on United
States  and  foreign   exchanges  and  options  traded   over-the-counter   with
broker-dealers  who make  markets in these  options.  The  ability to  terminate
over-the-counter  options is more limited than with exchange-traded  options and
may involve the risk that broker-dealers participating in such transactions will
not fulfill their  obligations.  Until such time as the staff of the SEC changes
its position, the Growth Portfolio will treat purchased over-the-counter options
and all  assets  used to cover  written  over-the-counter  options  as  illiquid
securities,  except that with respect to options written with primary dealers in
U.S. Government securities pursuant to an agreement requiring a closing purchase
transaction at a formula price and that the amount of illiquid securities may be
calculated with reference to the formula.

         Transactions by the Growth Portfolio in options on securities and stock
indices will be subject to  limitations  established  by each of the  exchanges,
boards of trade or other  trading  facilities  governing  the maximum  number of
options in each class which may be  purchased  by a single  investor or group of
investors acting in concert. Thus, the number of options which the Portfolio may
purchase may be affected by options  written or  purchased  by other  investment
advisory clients of Investment  Services.  An exchange,  board of trade or other
trading  facility may order the  liquidations of positions found to be in excess
of these limits, and it may impose certain other sanctions.

         The purchase of options is a highly specialized activity which involves
investment  techniques and risks  different from those  associated with ordinary
portfolio  securities  transactions.  The successful use of protective  puts for
hedging  purposes  depends in part on Investment  Services's  ability to predict
future price fluctuations and the degree of correlation  between the options and
securities markets.

Warrants and Rights

         The Growth Portfolio may invest in warrants which entitle the holder to
buy equity securities at a specific price for a specific period of time but will
do so only if such  equity  securities  are  deemed  appropriate  by  Investment
Services  for  investment  by the  Portfolio.  Warrants  have no voting  rights,
receive  no  dividends  and have no rights  with  respect  to the  assets of the
issuer.

Repurchase Agreements

         Repurchase agreement have the characteristics of loans by the Portfolio
and will be fully collateralized (either with physical securities or evidence of
book entry transfer to the account of the custodian  bank) at all times.  During
the term of the repurchase  agreement the Portfolio retains the security subject
to the  repurchase  agreement as  collateral  securing  the seller's  repurchase
obligation, continually monitors the market value of the security subject to the
agreement,  and  requires the seller to deposit  with the  Portfolio  additional
collateral equal to any amount by which the market value of the security subject
to the  repurchase  agreement  falls below the resale amount  provided under the
repurchase  agreement.  The Portfolio will enter into repurchase agreements only
with member  banks of the Federal  Reserve  System and with  primary  dealers in
United States Government  securities or their  wholly-owned  subsidiaries  whose
creditworthiness has been reviewed and found satisfactory by Investment Services
under procedures  established by the Board of Directors and who have, therefore,
been determined to present minimal credit risk.

         Securities   underlying   repurchase  agreements  will  be  limited  to
certificates of deposit,  commercial paper, bankers' acceptances, or obligations
issued  or  guaranteed  by the  United  States  government  or its  agencies  or
instrumentalities, in which the Portfolio may otherwise invest.

         If  the  seller  of  a  repurchase  agreement  defaults  and  does  not
repurchase the security  subject to the agreement,  the Portfolio  would look to
the  collateral  security  underlying  the  seller's  agreement,  including  the
securities subject to the repurchase agreement, for satisfaction of the seller's
obligations  to  the  Portfolio.  In  such  event,  the  Portfolio  might  incur
disposition  costs in liquidating  the collateral and might suffer a loss if the
value of the collateral  declines.  In addition,  if bankruptcy  proceedings are
instituted  against a seller of a  repurchase  agreement,  realization  upon the
collateral may be delayed or limited.

High-Yield ("Junk") Bonds

         The total return and yield of lower quality, high yield bonds, commonly
referred to as "junk  bonds," can be expected to  fluctuate  more than the total
return and yield of higher quality bonds but not as much as common stocks.  Junk
bonds are  regarded as  predominately  speculative  with respect to the issuer's
continuing  ability  to  meet  principal  and  interest   payments.   Successful
investment in low and  lower-medium  quality bonds involves  greater  investment
risk and is highly dependent on Investment  Services' credit analysis. A real or
perceived  economic  downturn or higher  interest rates could cause a decline in
high yield bond prices,  because such events could lessen the ability of issuers
to make principal and interest payments. These bonds are often thinly-traded and
can be more  difficult to sell and value  accurately  than  high-quality  bonds.
Because  objective  pricing  data  may be less  available,  judgment  may plan a
greater role in the valuation process. In addition,  the entire junk bond market
can  experience  sudden and sharp  price  swings  due to a variety  of  factors,
including  changes  in  economic  forecasts,  stock  market  activity,  large or
sustained sales by major investors,  a high-profile default, or just a change in
the market's psychology. This type of volatility is usually associated more with
stocks than bonds, but junk bond investors should be prepared for it.

         The Portfolio  will not purchase a  non-investment  grade debt security
(or "junk bond") if  immediately  after such purchase the  Portfolio  would have
more than 10% of its total assets invested in such securities.

Foreign Securities

         The Growth  Portfolio may invest in the  securities of foreign  issuers
through  the  purchase  of  American  Depository  Receipts  ("ADRs").  ADR's are
dollar-denominated  securities  that are issued by domestic  banks or securities
firms and are traded on the U.S. securities markets.

         ADRs  represent  the right to receive  securities  of  foreign  issuers
deposited in a domestic bank or a foreign correspondent bank. Prices of ADRs are
quoted in U.S. dollars, and ADRs are traded in the United States on exchanges or
over-the-counter  and are  sponsored and issued by domestic  banks.  ADRs do not
eliminate  all the risk  inherent  in  investing  in the  securities  of foreign
issuers.  To the extent that the Portfolio  acquires ADRs through banks which do
not have a  contractual  relationship  with the foreign  issuer of the  security
underlying  the ADR to issue and service  such ADRs,  there may be an  increased
possibility  that the Portfolio would not become aware of and be able to respond
to  corporate  actions such as stock splits or rights  offerings  involving  the
foreign issuer in a timely  manner.  In addition,  the lack of  information  may
result in  inefficiencies  in the  valuation of such  instruments.  However,  by
investing  in ADRs rather than  directly  in the stock of foreign  issuers,  the
Portfolio  will avoid  currency  risks during the  settlement  period for either
purchases or sales.  In general,  there is a large,  liquid market in the United
States for ADRs quoted on a national  securities exchange or the NASD's national
market system. The information  available for ADRs is subject to the accounting,
auditing and financial reporting standards of the domestic market or exchange on
which they are traded,  which  standards are more uniform and more exacting than
those to which many foreign issuers may be subject.

                                         INVESTMENT RESTRICTIONS

Fundamental Policies and Restrictions

         Certain  investment  restrictions and policies have been adopted by the
Fund as  fundamental  policies for the  Portfolio.  It is  fundamental  that the
Portfolio  operate  as  a  "diversified  company"  within  the  meaning  of  the
Investment  Company Act of 1940.  The  investment  objective of the Portfolio is
also a  fundamental  policy.  See  "Investment  Objective  and  Policies" in the
Portfolio's Prospectus.

         A  fundamental  policy  is one  that  cannot  be  changed  without  the
affirmative  vote of the  holders of a majority  (as defined in the 1940 Act) of
the outstanding votes attributable to the shares of the Portfolio.  For purposes
of the 1940 Act,  "majority"  means the  lesser of: (a) 67% or more of the votes
attributable to shares of the Portfolio present at a meeting,  if the holders of
more than 50% of such votes are  present or  represented  by proxy;  or (b) more
than 50% of the votes attributable to shares of the Portfolio.

         The Portfolio's fundamental policies and restrictions are:

         1. 5% Fund Rule With respect to 75% of total assets,  the Portfolio may
not purchase securities of any issuer if, as a result of the purchase, more than
5% of the  Portfolio's  total assets would be invested in the  securities of the
issuer. This limitation does not apply to securities issued or guaranteed by the
United  States  government,  its  agencies  or  instrumentalities   ("Government
Securities").

         2. 10% Issuer Rule With respect to 75% of total  assets,  the Portfolio
may not purchase more than 10% of the voting securities of any one issuer.

         3. 25% Industry  Rule The Portfolio may not invest more than 25% of the
value of its total assets in securities  issued by companies  engaged in any one
industry.   This   limitation  does  not  apply  to  investments  in  Government
Securities.

         4.  Borrowing  The  Portfolio  may borrow from banks for  temporary  or
emergency  (not  leveraging)  purposes,  including  the  meeting  of  redemption
requests  and cash  payments  of  dividends  and  distributions,  provided  such
borrowings do not exceed 5% of the value of the Portfolio's total assets.

         5.  Lending  The  Portfolio  may not lend its  assets or money to other
persons,  except through: (a) the acquisition of all or a portion of an issue of
bonds,  debentures  or other  evidence  of  indebtedness  of a type  customarily
purchased  for  investment  by  institutional  investors,  whether  publicly  or
privately  distributed.  (The Portfolio does not presently intend to invest more
than 10% of the value of the  Portfolio in privately  distributed  loans.  It is
possible that the  acquisition  of an entire issue may cause the Portfolio to be
deemed an "underwriter" for purposes of the Securities Act of 1933); (b) lending
securities,  provided that any such loan is collateralized with cash equal to or
in  excess of the  market  value of such  securities.  (The  Portfolio  does not
presently intend to engage in the lending of securities);  and (c) entering into
repurchase agreements.

         6.   Underwriting  The  Portfolio  may  not  underwrite  any  issue  of
securities,  except to the extent that the sale of securities in accordance with
the Portfolio's investment objective,  policies and limitations may be deemed to
be an underwriting,  and except that the Portfolio may acquire  securities under
circumstances  in which,  if the securities  were sold,  the Portfolio  might be
deemed to be an  underwriter  for  purposes of the  Securities  Act of 1933,  as
amended.

         7. Real Estate The Portfolio  reserves the right to invest up to 10% of
the value of its  assets in real  properties,  including  property  acquired  in
satisfaction  of obligations  previously held or received in part payment on the
sale of other real  property  owned.  The  purchase  and sale of real  estate or
interests  in real  estate is not  intended  to be a  principal  activity of the
Portfolio. The Portfolio currently does not intend to invest more than 5% of its
net assets in real estate.

         8.  Commodities  The Portfolio may not purchase or sell  commodities or
commodities contracts.

         9. Senior Securities The Portfolio may not issue senior securities.

         All other  investment  policies and  restrictions  of the Portfolio are
considered by the Fund not to be fundamental  and  accordingly may be changed by
the Board of Directors without shareholder approval.

Non-Fundamental Restrictions

         Non-fundamental  restrictions  represent the current  intentions of the
Board of Directors,  and they differ from fundamental investment restrictions in
that they may be  changed or amended  by the Board of  Directors  without  prior
notice to or approval of shareholders.

         The Portfolio's non-fundamental restrictions are:

         1. Restricted and Illiquid Securities  Purchases or acquisitions may be
made of securities  which are not readily  marketable by reason of the fact that
they are subject to the registration  requirements of the Securities Act of 1933
or the salability of which is otherwise  conditioned,  including real estate and
certain repurchase  agreements or time deposits maturing in more than seven days
("restricted securities"),  as long as any such purchase or acquisition will not
immediately result in the value of all such restricted  securities exceeding 15%
of the value of the Portfolio's total assets.

         2. Securities of Other  Investment  Companies The Growth Portfolio does
not currently  intend to make  investments in the securities of other investment
companies.  The  Growth  Portfolio  does  reserve  the  right to  purchase  such
securities,  provided the purchase of such securities  does not cause:  (1) more
than 10% of the value of the total  assets of the  Portfolio  to be  invested in
securities of registered investment companies;  or (2) the Portfolio to own more
than 3% of the total outstanding voting stock of any one investment  company; or
(3) the Portfolio to own  securities of any one  investment  company that have a
total value  greater than 5% of the value of the total assets of the  Portfolio;
or (4) together with other investment  companies  advised by  Transamerica,  the
Growth  Portfolio  to own more  than 10% of the  outstanding  voting  stock of a
closed-end investment company.

         3. Short Sales The  Portfolio may not make short sales of securities or
maintain a short position,  unless at all times when the short position is open,
the Portfolio  owns an equal amount of such  securities or securities  currently
exchangeable,  without payment of any further  consideration,  for securities of
the same issue as, and at least  equal in amount to, the  securities  sold short
(generally  called a "short sale  against the box") and unless not more than 10%
of the value of the Portfolio's net assets is deposited or pledged as collateral
for such sales at any one time.

         4. Margin  Purchases  The  Portfolio  may not  purchase  securities  on
margin,  except that the Portfolio may obtain any short-term  credits  necessary
for the  clearance of purchases  and sales of  securities.  For purposes of this
restriction, the deposit or payment of initial or variation margin in connection
with options on securities  will not be deemed to be a purchase of securities on
margin by the Portfolio.

         5. Invest for Control The Portfolio may not invest in companies for the
purpose of exercising management or control in that company.

         6.  Put and Call  Options  The  Portfolio  may not  write  put and call
options.

Interpretive Rules

         For  purposes  of the  foregoing  restrictions,  any  limitation  which
involves a maximum  percentage  will not be  violated  unless an excess over the
percentage  occurs  immediately  after,  and is  caused  by, an  acquisition  or
encumbrance  of  securities or assets of, or borrowings  by, the  Portfolio.  In
addition, with regard to exceptions recited in a restriction,  the Portfolio may
only  rely on an  exception  if its  investment  objective(s)  or  policies  (as
disclosed in the Prospectus) otherwise permit it to rely on the exception.

                                            INVESTMENT ADVISER

         Transamerica  is the investment  adviser of the Fund and its Portfolio.
It will oversee the  management  of the assets of the  Portfolio  by  Investment
Services.  In  turn,  Investment  Services  is  responsible  for the  day-to-day
management of Portfolio.

Investment Advisory Agreement

         The investment  adviser,  Transamerica,  has entered into an Investment
Advisory  Agreement  with the Fund  under  which  Transamerica  assumes  overall
responsibility,  subject  to the  supervision  of the  Board of  Directors,  for
administering  all  operations of the Fund and for monitoring and evaluating the
management of the assets of the  Portfolio by Investment  Services on an ongoing
basis.  Transamerica  provides  or  arranges  for the  provision  of the overall
business  management  and  administrative  services  necessary  for  the  Fund's
operations  and  furnishes  or  procures  any  other  services  and  information
necessary for the proper conduct of the Fund's business.  Transamerica also acts
as liaison among, and supervisor of, the various service  providers to the Fund.
Transamerica is also  responsible for overseeing the Fund's  compliance with the
requirements of applicable law and conformity  with the  Portfolio's  investment
objective(s),  policies and  restrictions,  including  oversight  of  Investment
Services.

         For its services to the Fund,  Transamerica receives an advisory fee of
0.75% of the  average  daily net assets of the  Portfolio.  The fee is  deducted
daily from the assets of the  Portfolio and paid to  Transamerica  periodically.
Transamerica  or its  affiliates  pays the  salaries  and fees,  if any,  of all
officers and directors of the Fund who are  "interested  persons" (as defined in
the 1940 Act) of Transamerica  and of all personnel of  Transamerica  performing
services  relating to research,  statistical  and investment  activities and the
fees of the Sub-Adviser.

         The  Fund  pays  all of  its  expenses  not  assumed  by  Transamerica,
including  custodian  fees,  legal  and  auditing  fees,  registration  fees and
expenses, and fees and expenses of directors unaffiliated with Transamerica.

         The  Investment  Advisory  Agreement  does  not  place  limits  on  the
operating  expenses of the Fund or of any Portfolio.  However,  Transamerica has
voluntarily  undertaken to pay any such expenses (but not including brokerage or
other portfolio transaction expenses or expenses of litigation, indemnification,
taxes or other  extraordinary  expenses)  to the extent that such  expenses,  as
accrued for the Portfolio,  exceed 0.10% of the  Portfolio's  estimated  average
daily net assets on an annualized basis.

         The total dollar amounts paid by the Portfolio,  and/or its predecessor
Separate  Account  Fund C,  to  Transamerica  under  the  applicable  investment
advisory  contract  for the last three  fiscal  years are as  follows:  Separate
Account Fund C paid $67,198 in 1995;  Separate  Account Fund C and the Portfolio
together paid $66,831 in 1996; and the Portfolio paid $313,749 in 1997.

         The Investment Advisory Agreement provides that Transamerica may render
similar  services to others so long as the services that it provides to the Fund
are not impaired thereby.  The investment  advisory agreement also provides that
Transamerica  shall not be liable for any error of judgment or mistake of law or
for any loss  arising  out of any  investment  or for any act or omission in the
management of the Fund, except for: (i) willful misfeasance,  bad faith or gross
negligence in the  performance of its duties or by reason of reckless  disregard
of its duties or obligations under the investment advisory  agreement;  and (ii)
to the  extent  specified  in  Section  36(b) of the 1940  Act  concerning  loss
resulting  from a breach  of  fiduciary  duty with  respect  to the  receipt  of
compensation.

         The Investment Advisory Agreement was approved for the Portfolio by the
Board of Directors, including a majority of the Directors who are not parties to
the  investment  advisory  agreement  or  "interested  persons" (as such term is
defined in the 1940 Act) of any party thereto (the "non-interested  Directors"),
on July 24,  1996,  and by the Contract  Owners of Separate  Account Fund C at a
Contract  Owners  meeting  held on October 30,  1996.  The  investment  advisory
agreement  will remain in effect from year to year provided such  continuance is
specifically approved as to the Portfolio at least annually by: (a) the Board of
Directors or the vote of a majority of the votes  attributable  to shares of the
Portfolio; and (b) the vote of a majority of the non-interested  Directors, cast
in person at a meeting  called for the purpose of voting on such  approval.  The
investment  advisory  agreement  will  terminate  automatically  if assigned (as
defined in the 1940 Act). The investment  advisory  agreement is also terminable
as to any  Portfolio  at any  time by the  Board  of  Directors  or by vote of a
majority of the votes  attributable  to  outstanding  voting  securities  of the
applicable  Portfolio (a) without  penalty and (b) on 60 days' written notice to
Transamerica.

Sub-Advisory Agreement

         Transamerica has contracted with Transamerica Investment Services, Inc.
("Investment Services"), a wholly-owned subsidiary of Transamerica  Corporation,
to render  investment  services  to the Fund.  Investment  Services  has been in
existence  since  1967  and  has  provided  investment  services  to  investment
companies since 1968 and the Transamerica Life Companies since 1981.  Investment
Services  is  located  at 1150  South  Olive  Street,  Los  Angeles,  California
90015-2211.  Transamerica has agreed to pay Investment Services a monthly fee at
the annual  rate of 0.30% of the first $50  million of the  Portfolio's  average
daily net assets,  0.25% of the next $150 million, and 0.20% of assets in excess
of  $200  million.  Investment  Services  will  provide  recommendations  on the
management of Fund assets,  provide investment research reports and information,
supervise and manage the  investments of the Portfolio,  and direct the purchase
and  sale  of  Portfolio   investments.   Investment   decisions  regarding  the
composition  of the  Portfolio  and the  nature  and  timing of  changes  in the
Portfolio are subject to the control of the Board of Directors of the Fund.

         The sub-advisory  agreement was approved for the Portfolio by the Board
of  Directors,  including a majority of the Directors who are not parties to the
sub-advisory  agreement or "interested  persons" (as such term is defined in the
1940 Act) of any party  thereto (the  "non-interested  Directors"),  on July 24,
1996, and by the Contract Owners of Separate Account Fund C at a Contract Owners
meeting  held on October 30, 1996.  The  sub-advisory  agreement  will remain in
effect from year to year provided such  continuance is specifically  approved as
to the Portfolio at least annually by: (a) the Board of Directors or the vote of
a majority of the votes  attributable  to shares of the  Portfolio;  and (b) the
vote of a majority of the non-interested  Directors, cast in person at a meeting
called for the purpose of voting on such approval.  The  sub-advisory  agreement
will  terminate  automatically  if assigned  (as  defined in the 1940 Act).  The
sub-advisory  agreement is also terminable at any time by the Board of Directors
or by vote  of a  majority  of the  votes  attributable  to  outstanding  voting
securities  of the  Portfolio  (a) without  penalty  and (b) on 30 days  written
notice to Investment Services.

         PORTFOLIO TRANSACTIONS, PORTFOLIO TURNOVER AND BROKERAGE

         Investment  Services  is  responsible  for  decisions  to buy and  sell
securities for the Portfolio, the selection of brokers and dealers to effect the
transactions and the negotiation of brokerage commissions, if any. Purchases and
sales of securities on a securities  exchange are effected  through  brokers who
charge a negotiated commission for their services. Orders may be directed to any
broker  including,  to the extent and in the manner permitted by applicable law,
affiliates of Transamerica or Investment Services.

         In placing orders for portfolio securities of the Portfolio, Investment
Services  is  required  to give  primary  consideration  to  obtaining  the most
favorable price and efficient  execution.  This means that  Investment  Services
will seek to execute each  transaction at a price and commission,  if any, which
provide the most favorable total cost or proceeds  reasonably  attainable in the
circumstances.  While Investment Services generally seeks reasonably competitive
spreads or commissions,  the Portfolio will not necessarily be paying the lowest
spread or commission available.  Within the framework of this policy, Investment
Services will consider  research and investment  services provided by brokers or
dealers who effect or are parties to portfolio  transactions  of the  Portfolio,
Investment Services and its affiliates,  or other clients of Investment Services
or its affiliates. Such research and investment services include statistical and
economic data and research reports on particular companies and industries.  Such
services  are  used  by  Investment  Services  in  connection  with  all  of its
activities,  and some of such services obtained in connection with the execution
of  transactions  for the  Portfolio  may be used in managing  other  investment
accounts.  Conversely,  brokers furnishing such services may be selected for the
execution of transactions of such other accounts, whose aggregate assets are far
larger than those of the Portfolio,  and the services  furnished by such brokers
may be used by Investment Services in providing investment sub-advisory services
for the Portfolio.  The aggregate  dollar  amounts of the brokerage  commissions
paid with  respect to portfolio  transactions  of the  Portfolio  by  Investment
Services as sub-adviser to Separate Account Fund C (the Portfolio's predecessor)
were $7,253 for fiscal year 1995,  and $19,115 for the first ten months of 1996.
The aggregate dollar amount of brokerage commissions paid by the Portfolio after
the  reorganization,  during November and December 1996, was $5,550, so that the
total paid by Investment  Services and the Portfolio during fiscal year 1996 was
$24,665. The total paid by the Portfolio during fiscal year 1997 was $16,312.

         On occasions when  Investment  Services deems the purchase or sale of a
security  to be in the  best  interest  of the  Portfolio  as well as its  other
advisory  clients  (including  any other  fund or other  investment  company  or
advisory  account  for  which  Investment  Services  or  an  affiliate  acts  as
investment adviser),  Investment Services, to the extent permitted by applicable
laws and  regulations,  may aggregate the securities to be sold or purchased for
the  Portfolio  with those to be sold or purchased  for such other  customers in
order to obtain the best net price and most favorable execution.  In such event,
allocation  of the  securities  so  purchased  or sold,  as well as the expenses
incurred in the transaction,  will be made by Investment  Services in the manner
it considers to be most  equitable as to each customer and  consistent  with its
fiduciary  obligations  to the  Portfolio  and  such  other  customers.  In some
instances,  this  procedure  may  adversely  affect  the  price  and size of the
position obtainable for the Portfolio.

         Commission  rates are  established  pursuant to  negotiations  with the
broker based on the quality and quantity of execution  services  provided by the
booker in the light of generally  prevailing  rates.  The  allocation  of orders
among brokers and the  commission  rates paid are reviewed  periodically  by the
Board of Directors.

         Changes will be made in the assets of the Portfolio if such changes are
considered advisable to better achieve the Portfolio's investment objectives. It
is anticipated  that the annual  portfolio  turnover  should not exceed 75%. The
portfolio   turnover  rates  for  Separate   Account  Fund  C  (the  Portfolio's
predecessor)  for 1995 was 30.84%.  The portfolio  turnover rate for 1996,  when
combining the  experience of Separate  Account Fund C through  October 31, 1996,
and the  Portfolio's  experience for November and December 1996 was 34.58%.  The
Portfolio's portfolio turnover rate for 1997 was 20.54%.

                                     DETERMINATION OF NET ASSET VALUE

         Under  the  1940  Act,  the  Board  of  Directors  is  responsible  for
determining  in good faith the fair value of  securities  of the  Portfolio.  In
accordance  with  procedures  adopted by the Board of  Directors,  the net asset
value per share is  calculated  by  determining  the net worth of the  Portfolio
(assets,  including  securities at market value or amortized  cost value,  minus
liabilities)  divided by the number of the Portfolio's  outstanding  shares. All
securities  are valued as of the close of regular  trading on the New York Stock
Exchange. The Portfolio will compute its net asset value once daily at the close
of such trading (normally 4:00 p.m. New York time), on each day (as described in
the Prospectus) that the Fund is open for business.

         In the  event  that  the  New  York  Stock  Exchange  or  the  national
securities  exchange on which stock options are traded adopt  different  trading
hours on either a permanent or  temporary  basis,  the Board of  Directors  will
reconsider  the time at which net asset  value is  computed.  In  addition,  the
Portfolio may compute its net asset value as of any time  permitted  pursuant to
any exemption, order or statement of the SEC or its staff.

         Portfolio assets of the Growth Portfolio are valued as follows:

                  (a)   equity   securities   and  other   similar   investments
                  ("Equities")  listed on any U.S.  stock market or the National
                  Association of Securities  Dealers Automated  Quotation System
                  ("NASDAQ")  are valued at the last sale price on that exchange
                  or NASDAQ on the  valuation  day; if no sale occurs,  Equities
                  traded on a U.S.  exchange  or NASDAQ  are  valued at the mean
                  between  the  closing  bid  and  closing  asked  prices;   (b)
                  over-the-counter securities not quoted on NASDAQ are valued at
                  the  last  sale  price  on the  valuation  day or,  if no sale
                  occurs, at the mean between the last bid and asked prices; (c)
                  debt securities  with a remaining  maturity of 61 days or more
                  are valued on the basis of dealer-supplied  quotations or by a
                  pricing service  selected by Investment  Services and approved
                  by the Board of Directors;  (d) options and futures  contracts
                  are valued at the last sale price on the market where any such
                  option contracts are principally traded; (e)  over-the-counter
                  options are valued based upon prices provided by market makers
                  in such  securities  or  dealers in such  currencies;  (f) all
                  other securities and other assets, including those for which a
                  pricing  service  supplies no quotations or quotations are not
                  deemed by Investment  Services to be  representative of market
                  values,   but  excluding   debt   securities   with  remaining
                  maturities  of 60 days or less,  are  valued at fair  value as
                  determined in good faith pursuant to procedures established by
                  the  Board  of  Directors;  and  (g)  debt  securities  with a
                  remaining  maturity of 60 days or less will be valued at their
                  amortized cost which approximates market value.

         Equities traded on more than one U.S. national  securities exchange are
valued at the last sale price on each  business day at the close of the exchange
representing the principal  market for such  securities.  If such quotations are
not available, the price will be determined in good faith by or under procedures
established by the Board of Directors.

                                         PERFORMANCE INFORMATION

         The Fund may from time to time quote or  otherwise  use average  annual
total  return  information  for the  Portfolio  in  advertisements,  shareholder
reports or sales literature. Average annual total return quotations are computed
by finding the average annual  compounded rates of return over one, five and ten
year  periods  that  would  equate the  initial  amount  invested  to the ending
redeemable value, according to the following formula:

      P(1+T)n = ERV

Where:
         P        =        a hypothetical initial investment of $1,000

         T        =        average annual total return

         n        =        number of years

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

      Any  performance  data quoted for the Portfolio will represent  historical
performance and the investment  return and principal value of an investment will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than original cost.

      The  Growth  Portfolio  is  the  successor  to  Transamerica  Occidental's
Separate  Account Fund C. Separate Account Fund C had been a separate account of
Transamerica  registered  under  the  1940  Act  on  Form  N-3  as an  open-end,
diversified,  management  investment  company.  The  reorganization  of Separate
Account Fund C from a management investment company into a unit investment trust
called Separate Account C, was approved at a meeting of the Contract owners held
on October  30,  1996.  The assets of  Separate  Account  Fund C, as of close of
business  October 31, 1996, were  transferred  intact to the Growth Portfolio of
the Fund in exchange  for shares in the Growth  Portfolio  which will be held by
Separate  Account C. As the  successor  to Separate  Account  Fund C, the Growth
Portfolio  treats the historical  performance data of Separate Account Fund C as
its own for periods prior to the reorganization.

      Prior to the  reorganization on November 1, 1996,  Separate Account Fund C
paid a mortality and expense risk fee of 1.10% and an investment advisory fee of
0.30%  per  year,  and it  did  not  bear  any  operating  expenses.  After  the
reorganization, the Growth Portfolio does not pay any mortality and expense risk
fees, and its total investment  advisory fee and operating  expenses during 1997
were 0.98% (before fee waivers and expense  reimbursements)  and 0.85% after fee
waivers and expense  reimbursements.  In accordance with  conversations with the
SEC staff,  its investment  performance for periods prior to the  reorganization
reflect total mutual fund fees and expenses of 0.98% per year.

      In  computing  its  standardized  total  returns for periods  prior to the
reorganization,  the Portfolio assumes that the charges currently imposed by the
Portfolio were in effect through each of the periods for which the  standardized
returns are presented.  The Growth Portfolio's performance data does not reflect
any sales or insurance charges,  or any other separate account or contract level
charges,  that were imposed under the annuity  contracts issued through Separate
Account Fund C.

      Any  performance  data  quoted  for the  Portfolio  represents  historical
performance, and the investment return and principal value of an investment will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than original cost.  Performance data for the Portfolio does not reflect charges
deducted under the variable  annuity  contracts.  If contract  charges are taken
into account,  such performance  data would reflect lower returns.  Accordingly,
any  advertisement  that includes  performance  data for the Portfolio will also
include performance data for the variable annuity contracts.

      From  time to time the Fund  may  disclose  cumulative  total  returns  in
conjunction  with the standard  format  described  above.  The cumulative  total
returns will be calculated using the following formula:

      CTR   =   (ERV/P) - 1

      Where:

      CTR              = The cumulative total return net of Portfolio  recurring
                       charges for the period.

      ERV           = The ending redeemable value of the hypothetical investment
                    at the end of the period.

      P = A hypothetical single payment of $1,000.

      From time to time the Fund may  publish an  indication  of the  Portfolio'
past performance as measured by independent sources such as (but not limited to)
Lipper  Analytical   Services,   Weisenberger   Investment   Companies  Service,
Donoghue's  Money Portfolio  Report,  Barron's,  Business Week,  Changing Times,
Financial World,  Forbes,  Fortune,  Money,  Personal Investor,  Sylvia Porter's
Personal  Finance  and The Wall  Street  Journal.  The  Fund may also  advertise
information  which has been provided to the NASD for publication in regional and
local  newspapers.  In addition,  the Fund may from time to time  advertise  its
performance  relative to certain  indices and benchmark  investments,  including
(but not limited to): (a) the Lipper Analytical Services,  Inc. Mutual Portfolio
Performance Analysis,  Fixed-Income Analysis and Mutual Portfolio Indices (which
measure total return and average  current yield for the mutual fund industry and
rank mutual fund performance);  (b) the CDA Mutual Portfolio Report published by
CDA  Investment  Technologies,  Inc.  (which  analyzes  price,  risk and various
measures of return for the mutual fund  industry);  (c) the Consumer Price Index
published by the U.S. Bureau of Labor Statistics  (which measures changes in the
price of goods and services);  (d) Stocks,  Bonds, Bills and Inflation published
by  Ibbotson  Associates  (which  provides  historical  performance  figures for
stocks,  government securities and inflation);  (e) the Hambrecht & Quist Growth
Stock Index;  (f) the NASDAQ OTC Composite Prime Return;  (g) the Russell Midcap
Index;   (h)  the  Russell  2000  Index  -  Total  Return;   (i)  the  ValueLine
Composite-Price  Return;  (j) the Wilshire 5000 Index;  (k) the Salomon Brothers
World  Bond Index  (which  measures  the total  return in U.S.  dollar  terms of
government  bonds,  Eurobonds and foreign bonds of ten countries,  with all such
bonds having a minimum maturity of five years); (l) the Shearson Lehman Brothers
Aggregate Bond Index or its component indices (the Aggregate Bond Index measures
the  performance  of Treasury,  U.S.  Government  agencies,  mortgage and Yankee
bonds);  (m) the S&P Bond indices  (which  measure yield and price of corporate,
municipal and U.S. Government bonds); (n) the J.P. Morgan Global Government Bond
Index; (o) Donoghue's  Money Market  Portfolio  Report (which provides  industry
averages of 7-day annualized and compounded yields of taxable, tax-free and U.S.
Government  money  market  funds);  (p)  other  taxable  investments   including
certificates  of deposit,  money market  deposit  accounts,  checking  accounts,
savings  accounts,  money market  mutual funds and  repurchase  agreements;  (q)
historical  investment  data  supplied by the  research  departments  of Goldman
Sachs,  Lehman Brothers,  First Boston  Corporation,  Morgan Stanley  (including
EAFE), Salomon Brothers,  Merrill Lynch,  Donaldson Lufkin and Jenrette or other
providers  of such data;  (r) the  FT-Actuaries  Europe and Pacific  Index;  (s)
mutual fund  performance  indices  published by Variable Annuity Research & Data
Service; (t) S&P 500 Index; and (u) mutual fund performance indices published by
Morningstar,  Inc. The  composition  of the  investments in such indices and the
characteristics of such benchmark  investments are not identical to, and in some
cases are very  different  from,  those of the  Portfolio's  investments.  These
indices and  averages  are  generally  unmanaged  and the items  included in the
calculations  of such indices and  averages  may be different  from those of the
equations used by the Fund to calculate the Portfolio's performance figures.

      The Fund may from time to time  summarize  the  substance  of  discussions
contained  in  shareholder  reports in  advertisements  and  publish  Investment
Services' views as to markets, the rationale for the Portfolio's investments and
discussions of the Portfolio's current asset allocation.

      From time to time,  advertisements or information may include a discussion
of certain attributes or benefits to be derived by an investment in a particular
Portfolio. Such advertisements or information may include symbols,  headlines or
other material which  highlight or summarize the  information  discussed in more
detail in the communication.

      Such performance  data is based on historical  results and is not intended
to indicate future  performance.  The total return of the Portfolio varies based
on  market  conditions,  portfolio  expenses,  portfolio  investments  and other
factors. The value of the Portfolio's shares fluctuates and an investor's shares
may be worth more or less than their original cost upon redemption. The Fund may
also,  at its  discretion,  from  time  to time  make a list of the  Portfolio's
holdings available to investors upon request.

                                           FEDERAL TAX MATTERS

      The Portfolio intends to qualify and to continue to qualify as a regulated
investment  company under  Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). In order to qualify for that treatment, the Portfolio must
distribute  to its  shareholders  for  each  taxable  year at  least  90% of its
investment  company taxable  income,  consisting of net investment  income,  net
short-term   capital   gain  and  net  gains  from  certain   foreign   currency
transactions.

      Sources  of  Gross  Income.  To  qualify  for  treatment  as  a  regulated
investment  company,  the Portfolio  must also,  among other things,  derive its
income from certain sources.  Specifically,  in each taxable year, the Portfolio
must generally derive at least 90% of its gross income from dividends, interest,
payments  with  respect  to  securities  loans,  gains  from  the  sale or other
disposition of securities or foreign currencies, or other income (including, but
not limited to, gains from options,  futures or forward  contracts) derived with
respect to its business of investing in  securities,  or these  currencies.  The
Portfolio  must also  generally  derive  less than 30% of its gross  income each
taxable year from the sale or other  disposition  of any of the following  which
was held for less than  three  months:  (1) stock or  securities,  (2)  options,
futures, or forward contracts (other than options, futures, or forward contracts
on foreign  currencies),  or (3) foreign  currencies  (or options,  futures,  or
forward  contracts on foreign  currencies)  that are not directly related to the
Portfolio's  principal  business of investing in stock or securities (or options
and futures with respect to stock or  securities).  For purposes of these tests,
gross income  generally is determined  without regard to losses from the sale or
other disposition of stock or securities or other Portfolio assets.

      Diversification  of  Assets.  To  qualify  for  treatment  as a  regulated
investment  company,  the Portfolio must also satisfy  certain tax  requirements
with respect to the  diversification  of its assets. The Portfolio must have, at
the close of each quarter of the  Portfolio's  taxable year, at least 50% of the
value of its  total  assets  represented  by cash,  cash  items,  United  States
Government securities,  securities of other regulated investment companies,  and
other  securities  which, in respect of any one issuer,  do not exceed 5% of the
value of the Portfolio's total assets and that do not represent more than 10% of
the outstanding voting securities of the issuer. In addition,  not more than 25%
of the value of the  Portfolio's  total  assets may be  invested  in  securities
(other than United  States  Government  securities  or the  securities  of other
regulated  investment  companies)  of any one issuer,  or of two or more issuers
which the Portfolio controls and which are engaged in the same or similar trades
or businesses or related trades or businesses.  For purposes of the  Portfolio's
requirements to maintain  diversification for tax purposes, the issuer of a loan
participation will be the underlying borrower. In cases where the Portfolio does
not have  recourse  directly  against the  borrower,  both the borrower and each
agent bank and co-lender  interposed between the Portfolio and the borrower will
be deemed issuers of the loan  participation for tax  diversification  purposes.
The  Portfolio's  investments in U.S.  Government  Securities are not subject to
these limitations. The foregoing diversification requirements are in addition to
those imposed by the Investment Company Act of 1940 (the "1940 Act").

      Because  the Fund is  established  as an  investment  medium for  variable
annuity contracts, Section 817(h) of the Code imposes additional diversification
requirements on the Portfolio.  These  requirements which are in addition to the
diversification  requirements  mentioned above, place certain limitations on the
proportion  of the  Portfolio's  assets  that may be  represented  by any single
investment.  In  general,  no more  than 55% of the  value of the  assets of the
Portfolio may be represented by any one investment;  no more than 70% by any two
investments; no more than 80% by any three investments;  and no more than 90% by
any four investments.  For these purposes, all securities of the same issuer are
treated as a single  investment  and each  United  States  government  agency or
instrumentality is treated as a separate issuer.

      Additional Tax Considerations. The Portfolio will not be subject to the 4%
Federal  excise tax  imposed on amounts not  distributed  to  shareholders  on a
timely basis because the Portfolio  intends to make sufficient  distributions to
avoid such  excise  tax.  If the  Portfolio  failed to  qualify  as a  regulated
investment  company,  owners of Contracts  based on the Portfolio:  (1) might be
taxed  currently on the investment  earnings  under their  Contracts and thereby
lose the benefit of tax deferral;  and (2) the Portfolio might incur  additional
taxes. In addition, if the Portfolio failed to qualify as a regulated investment
company,  or  if  the  Portfolio  failed  to  comply  with  the  diversification
requirements  of Section  817(h) of the Code,  owners of Contracts  based on the
Portfolio  would be taxed on the investment  earnings under their  Contracts and
thereby lose the benefit of tax deferral. Accordingly, compliance with the above
rules is carefully  monitored by Investment Services and it is intended that the
Portfolio  will comply with these rules as they exist or as they may be modified
from time to time.  Compliance  with the tax  requirements  described  above may
result in a reduction in the return under the Portfolio,  since,  to comply with
the  above  rules,  the  investments  utilized  (and  the  time  at  which  such
investments  are  entered  into and  closed  out)  may be  different  from  that
Investment Services might otherwise believe to be desirable.

      The  foregoing  is a general  and  abbreviated  summary of the  applicable
provisions of the Code and Treasury  Regulations  currently in effect. It is not
intended to be a complete  explanation  or a substitute  for  consultation  with
individual tax advisers.  For the complete provisions,  reference should be made
to  the  pertinent  Code  sections  and  the  Treasury  Regulations  promulgated
thereunder. The Code and Regulations are subject to change.

                                             SHARES OF STOCK

      Each  issued  and  outstanding  share  of the  Portfolio  is  entitled  to
participate equally in dividends and distributions  declared for the Portfolio's
stock and,  upon  liquidation  or  dissolution,  in the  Portfolio's  net assets
remaining  after  satisfaction  of  outstanding  liabilities.  The shares of the
Portfolio, when issued, are fully paid and non-assessable and have no preemptive
or conversion rights.

       As the  designated  successor  to  Separate  Account  Fund C, the  Growth
Portfolio  of the Fund  received  the  assets  of  Separate  Account  Fund C. In
exchange,  the Fund  provided  Separate  Account  C with  shares  in the  Growth
Portfolio.

      Under normal circumstances, subject to the reservation of rights explained
below,  the Fund will  redeem  shares of the  Portfolio  in cash  within 7 days.
However,  the right of a shareholder to redeem shares and the date of payment by
the Fund may be suspended  for more than seven days for any period  during which
the New York Stock  Exchange  is closed,  other than the  customary  weekends or
holidays,  or when trading on such  Exchange is  restricted as determined by the
SEC; or during any emergency,  as determined by the SEC, as a result of which it
is not reasonably  practicable for the Portfolio to dispose of securities  owned
by it or fairly to  determine  the value of its net  assets;  or for such  other
period as the SEC may by order permit for the protection of shareholders.

      Under  Maryland  law, the Fund is not required to hold annual  shareholder
meetings and does not intend to do so.
                                            CUSTODY OF ASSETS

      Pursuant to a Custodian  Agreement  with the Fund,  State  Street Bank and
Trust Company  ("State  Street" or  "Custodian")  225 Franklin  Street,  Boston,
Massachusetts  02110  holds  the cash and  portfolio  securities  of the Fund as
custodian.

      State Street is  responsible  for holding all  securities  and cash of the
Portfolio,  receiving and paying for securities  purchased,  delivering  against
payment  securities sold, and receiving and collecting  income from investments,
making all payments  covering  expenses of the Fund,  all as directed by persons
authorized by the Fund. State Street does not exercise any supervisory  function
in such matters as the purchase  and sale of  portfolio  securities,  payment of
dividends,  or payment  of  expenses  of the  Portfolio  or the Fund.  Portfolio
securities of the Portfolio purchased domestically are maintained in the custody
of State Street and may be entered into the Federal  Reserve,  Depository  Trust
Company, or Participants Trust Company book entry systems.
                                          DIRECTORS AND OFFICERS

      The  Directors  and  officers of the Fund are listed below  together  with
their  respective  positions  with  the  Fund  and a brief  statement  of  their
principal occupations during the past five years.
<TABLE>
<CAPTION>

                               Positions and Offices
Name, Age and Address**                  with the Fund           Principal Occupation During the Past Five Years
- ----------------------------------------------------------------------------------------------------------------
<S>                           <C>                           <C>
Donald E. Cantlay (76)         Board of Directors             Director,  Managing  General  Partner of Cee
                                                              'n'  Tee  Company;  Director  of  California
                                                              Trucking  Association  and  Western  Highway
                                                              Institute;  Director  of  FPA  Capital  Fund
                                                              and FPA New Income Fund.

Richard N. Latzer (61)*        Board of Directors             President,   Chief  Executive   Officer  and
                                                              Director    of    Transamerica    Investment
                                                              Services,  Inc.;  Senior Vice  President and
                                                              Chief  Investment  Officer  of  Transamerica
                                                              Corporation.      Director     and     Chief
                                                              Investment     Officer    of    Transamerica
                                                              Occidental Life Insurance Company.

Jon C. Strauss (58)            Board of Directors             President of Harvey Mudd College;
                                                              Previously Vice President and Chief
                                                              Financial Officer of Howard Hughes Medical
                                                              Institute; President of Worcester
                                                              Polytechnic Institute; Vice President and
                                                              Professor of Engineering at University of
                                                              Southern California; Vice President Budget
                                                              and Finance, Director of Computer
                                                              Activities and Professor of Computer and
                                                              Decision Sciences at University of
                                                              Pennsylvania.

Gary U. Rolle (57)*            Chairman, Board of             Director,
                               Directors                      Executive    Vice    President   and   Chief
                                                              Investment     Officer    of    Transamerica
                                                              Investment  Services,   Inc.;  Director  and
                                                              Chief  Investment  Officer  of  Transamerica
                                                              Occidental Life Insurance Company.

Peter J. Sodini (57)           Board of Directors             Associate,  Freeman  Spogli & Co. (a private
                                                              investor);    President,   Chief   Executive
                                                              Officer and  Director,  The Pantry,  Inc. (a
                                                              supermarket).   Director   Pamida   Holdings
                                                              Corp.  (a retail  merchandiser)  and Buttrey
                                                              Food and Drug Co. (a supermarket).

Barbara A. Kelley (45)         President                      President,   Chief  Operating   Officer  and
                                                              Director    of    Transamerica     Financial
                                                              Resources,  Inc. and  President and Director
                                                              of     Transamerica     Securities     Sales
                                                              Corporation,  Transamerica  Advisors,  Inc.,
                                                              Transamerica  Product,  Inc.,   Transamerica
                                                              Product,   Inc.  I,  Transamerica   Product,
                                                              Inc.  II,  Transamerica  Product,  Inc.  IV,
                                                              and Transamerica Leasing Ventures,  Inc.

Matt Coben (37)***             Vice President                 Vice  President,  Broker/Dealer  Channel  of
                                                              the   Institutional    Marketing    Services
                                                              Division  of  Transamerica   Life  Insurance
                                                              and  Annuity  Company  and  prior  to  1994,
                                                              Vice  President  and National  Sales Manager
                                                              of the Dreyfus Service Organization .

Sally S. Yamada (47)           Assistant Secretary            Vice     President    and    Treasurer    of
                                                              Transamerica
                                                                       Occidental  Life Insurance  Company
                                                              and   Treasurer   of    Transamerica    Life
                                                              Insurance and Annuity Company.

Regina M. Fink (42)            Secretary                      Counsel  for  Transamerica  Occidental  Life
                                                              Insurance   Company   and   prior   to  1994
                                                              Counsel  and  Vice  President  for  Colonial
                                                              Management Associates, Inc.

Thomas M. Adams (63)           Assistant Secretary            Partner  in the law firm of  Lanning , Adams
                                                              & Peterson.

Susan R. Hughes (42)           Treasurer                      Vice President and Chief Financial
                                                              Officer, Transamerica Investment Services,
                                                              Inc., since 1997; Independent Financial
                                                              Consultant 1992-1997,
</TABLE>

*        These  members of the Board are  interested  persons as defined by
Section  2(a)(19)  of the 1940
         Act.
**       Except as otherwise noted, the mailing address of each Board member and
         officer is 1150 South Olive, Los Angeles, California 90015.
***      The mailing  address of this  officer is 401 North Tryon  Street  Suite
         700, Charlotte, North Carolina 28202.

     The principal  occupations  listed above apply for the last five years.  In
some  instances,  the  occupation  listed above is the current  position;  prior
positions with the same company or affiliate are not indicated.

         Each of the  officers  and  members  of the Board of the Fund holds the
same or similar position with Transamerica Occidental's Separate Account Fund B.
The members of the Board of Directors are also members of the Board of Directors
of Transamerica Income Shares, Inc., a closed-end  management company advised by
Transamerica  Investment Services,  Inc. Mr. Rolle is a director of Transamerica
Investors, Inc.

Compensation

         The  following  table shows the  compensation  paid by the Fund and the
Fund Complex during the fiscal year ended December 31, 1997, to all Directors of
the Fund.


<PAGE>
<TABLE>
<CAPTION>


                                                                                        Total
                                                                                     Compensation
                                                          Total Pension or         From Registrant
                                    Aggregate           Retirement Benefits        and Fund Complex
                                  Compensation        Accrued As Part of Fund    Paid to Directors3/
       Name of Person              From Fund1/               Expenses2/
<S>                                  <C>                         <C>                    <C>   
     Donald E. Cantlay               $1,500                     -0-                     $6,000
     Richard N. Latzer                 -0-                      -0-                       -0-
      DeWayne W. Moore                $1500                     -0-                     $6,250
       Gary U. Rolle                   -0-                      -0-                       -0-
      Peter J. Sodini                -$1500-                    -0-                     $4,750
       Jon C. Strauss                 $500                      -0-                      $500

                                          ---------------------
</TABLE>

1/ Each director of the Fund is  compensated  $250 for each meeting they attend.
(The Board of the Fund plans to hold four  regularly  scheduled  board  meetings
each year; other meetings may be scheduled.)  This is the same  compensation the
directors  received  while members of the Board of Managers of Separate  Account
Fund C.

2/ None of the members of the Board of Directors  currently receives any pension
or  retirement  benefits due to services  rendered to the Fund and thus will not
receive any benefits upon retirement from the Fund.

3/ During fiscal  year1997,  each Board member was also a member of the Board of
Transamerica  Occidental's  Separate  Account Fund B and of Transamerica  Income
Shares, Inc., a closed-end management company advised by Transamerica Investment
services,  Inc. Mr. Rolle' is a director of Transamerica  Investors,  Inc. These
registered investment companies comprise the "Fund Complex."

                                            LEGAL PROCEEDINGS

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

                                            OTHER INFORMATION

Legal Counsel

         Sutherland,  Asbill & Brennan  LLP,  1275  Pennsylvania  Avenue,  N.W.,
Washington,  D.C.  20004-2404,  has provided  advice to the Fund with respect to
certain matters relating to federal securities laws.

Other Information

         The Prospectus  and this  Statement do not contain all the  information
included  in the  registration  statement  filed with the SEC under the 1933 Act
with respect to the securities  offered by the Prospectus.  Certain  portions of
the  registration  statement  have been  omitted  from the  Prospectus  and this
Statement  pursuant to the rules and  regulations  of the SEC. The  registration
statement  including the exhibits filed  therewith may be examined at the office
of the SEC in Washington, D.C.

         Statements  contained in the  Prospectus or in this Statement as to the
contents of any  contract  or other  document  referred  to are not  necessarily
complete, and, in each instance,  reference is made to the copy of such contract
or other document filed as an exhibit to the registration statement of which the
Prospectus and this Statement form parts, each such statement being qualified in
all respects by such reference.

Independent Auditors

         Ernst & Young LLP, 515 South  Flower  Street,  Los Angeles,  California
90071, acts as the Fund's independent auditors.

Financial Statements

         This  Statement  of  Additional   Information  contains  the  financial
statements for the Growth  Portfolio of  Transamerica  Variable  Insurance Fund,
Inc., for the fiscal year ended December 31, 1997.



<PAGE>


                                                APPENDIX A

DESCRIPTION OF CORPORATE BOND RATINGS1A.  Moody's Investors  Service,  Inc. Aaa:
Bonds which are rated Aaa are judged to be of the best  quality.  They carry the
smallest degree of investment risk and are generally referred to as "gilt edge".
Interest payments are protected by a large or by an exceptionally  stable margin
and  principal is secure.  While the various  protective  elements are likely to
change,  such  changes  as can be  visualized  are most  unlikely  to impair the
fundamentally  strong position of such issues.  Aa: Bonds which are rated Aa are
judged to be of high quality by all standards.  Together with the Aaa group they
comprise what are generally known as high grade bonds. They are rated lower than
the best  bonds  because  margins  of  protection  may not be as large as in Aaa
securities or fluctuation of protective  elements may be of greater amplitude or
there may be other  elements  present  which  make the  long-term  risks  appear
somewhat larger than in Aaa securities.  A: Bonds which are rated A possess many
favorable  investment  attributes and are to be considered as upper medium grade
obligations.  Factors  giving  security to principal and interest are considered
adequate,  but  elements  may be  present  which  suggest  a  susceptibility  to
impairment sometime in the future. Baa: Bonds which are rated Baa are considered
a medium grade  obligations,  i.e., they are neither highly protected nor poorly
secured.  Interest  payments  and  principal  security  appear  adequate for the
present   but   certain   protective   elements   may  be   lacking   or   maybe
characteristically  unreliable  over any great  length of time.  Such bonds lack
outstanding   investment   characteristics   and  in   fact   have   speculative
characteristics  as well.  Ba:  Bonds  which  are  rated Ba are  judged  to have
speculative  elements and their future  cannot be  considered  as well  assured.
Often the protection of interest and principal payments may be very moderate and
thereby  not well  safe-guarded  during both good and bad times over the future.
Uncertainty of position  characterizes  bonds in this class.  B: Bonds which are
rated B generally lack characteristics of a desirable  investment.  Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small. Caa: Bonds which are rated Caa are of
poor standing. Such issues may be in default or there may be present elements of
danger with respect to principal  or interest  principal or interest.  Ca: Bonds
which are rated Ca represent obligations which are speculative in a high degree.
Such  issues are often in default or have other  marked  shortcomings.  Unrated:
Where no  rating  has been  assigned  or where a rating  has been  suspended  or
withdrawn,  it may be for reasons unrelated to the quality of the issue.  Should
no rating be assigned, the reason may be one of the following:1.  An application
for rating was not  received  or  accepted.2.  The issue or issuer  belongs to a
group of  securities  or  companies  that are not rated as a matter of policy.3.
There is a lack of essential data pertaining to the issue or issuer.4.The  issue
was  privately  placed,  in which  case the rating is not  published  in Moody's
publications.   Suspension  or   withdrawal   may  occur  if  new  and  material
circumstances  arise, the effects of which preclude  satisfactory  analysis;  if
there is no longer available reasonable  up-to-date data to permit a judgment to
be formed; if a bond is called for redemption; or for other reasons.Note:  Those
bonds in the Aa, A and Baa groups which  Moody's  believe  possess the strongest
investment attributes are designated by the symbols Aa1, A1 and Baa1.B. Standard
& Poor's  Corporations  AAA: Bonds rated AAA have the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely strong. AA: Bonds
rated AA have a very strong  capacity to pay  interest and repay  principal  and
differ from the highest rated issues only in small degree. A: Bonds rated A have
a strong capacity to pay interest and repay principal although they are somewhat
more susceptible to the adverse effects of changes in circumstances and economic
conditions  than bonds in higher  rated  categories.  BBB:  Bonds  rated BBB are
regarded as having an adequate  capacity to pay  interest  and repay  principal.
Whereas they normally exhibit adequate protection  parameters,  adverse economic
conditions  or  changing  circumstances  are more  likely to lead to a  weakened
capacity to pay interest and repay  principal for bonds in this category than in
higher rated categories. BB--B--CCC--CC--C: Bonds rated BB, B, CCC, CC and C are
regarded as having predominantly speculative characteristics with respect to the
issuer's  capacity to pay interest and repay  principal.  BB indicates the least
degree of speculation and C the highest.  While such bonds will likely have some
quality  and   protective   characteristics,   these  are  outweighed  by  large
uncertainties or major risk exposures to adverse  conditions.  Plus (+) or Minus
(-): The ratings from "AA" to "CCC" may be modified by the addition of a plus or
minus  sign to show  relative  standing  within  the  major  rating  categories.
Unrated:  Indicates  that no public  rating  has been  requested,  that there is
insufficient  information on which to base a rating, or that S&P does not rate a
particular  type of  obligation  as a matter of  policy.Notes:  Bonds  which are
unrated expose the investor to risks with respect to capacity to pay interest or
repay  principal  which  are  similar  to the risks of  lower-rated  speculative
obligations. Investment Services'
uses its judgment, analysis and experience to evaluate such bonds.

- --------
1The rating systems  described herein are believed to be the most recent ratings
systems available from Moody's Investors Service,  Inc. ("Moody's") and Standard
&  Poor's  Corporation  ("S&P")  at the  date of this  Statement  of  Additional
Information for the securities listed. Ratings are generally given to securities
at the time of issuance.  While the rating agencies may from time to time revise
such ratings,  they undertake no obligations to do so, and the ratings indicated
do not necessarily  represent ratings which will be given to these securities on
the date of the Fund's fiscal year end.




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