SEPARATE ACCOUNT VA 2LNY OF FIRST TRANSAMERICA LIFE INS CO
485BPOS, 1999-09-23
Previous: MUNDER FUNDS INC, 24F-2NT, 1999-09-23
Next: TAYCO DEVELOPMENTS INC, 10KSB, 1999-09-23





   As filed with the Securities and Exchange Commission on September 24, 1999

                            Registration No. 33-55152

                                    811-7368
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C 20549
                                    FORM N-4
                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT
                         OF 1933 Pre-Effective Amendment
                                       No.


                       Post-Effective Amendment No. 10 |X|
                                       and

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                               Amendment No. 11|X|


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

                   TRANSAMERICA LIFE INSURANCE COMPANY OF NEW
                 YORK (formerly called, First Transamerica Life
                               Insurance Company)
                               (Name of Depositor)

                   100 Manhattanville Road, Purchase, NY 10577
              (Address of Depositor's Principal Executive Offices)

        Depositor's Telephone Number, including Area Code: (914) 701-6000

Name and Address of Agent for Service:            Copy to:

James W. Dederer, Esquire                         Frederick R. Bellamy, Esquire
Chairman of the Board, General Counsel and   Sutherland, Asbill & Brennan L.L.P.
Corporate Secretary                               1275 Pennsylvania Avenue, N.W.
Transamerica Life Insurance Company of New York   Washington, D.C.  20004-2404
 100 Manhattanville Road
Purchase, NY 10577

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

Title of securities being registered:
Variable Annuity Contracts


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


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


<PAGE>


                   CROSS REFERENCE SHEET
                              Pursuant to Rule 495


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

                                                          PART A
<TABLE>
<CAPTION>

Item of Form N-4                                                 Prospectus Caption

<S>                                                              <C>


1.   Cover Page...............................................    Cover Page

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

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

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

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

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

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

     (d)                                             Inquiries         Summary; Available Information

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

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



10.        Purchase and Contract Balances

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

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

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

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

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

                                                          PART B

Item of Form N-4                                                                Statement of Additional
                                                                                Information Caption

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

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

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

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


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

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


                                                PART C -- OTHER INFORMATION

Item of Form N-4                                                       Part C Caption

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

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

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

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

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

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

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

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

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

     Signature Page...........................................    Signature Page

</TABLE>


<PAGE>

                    Dreyfus/Transamerica Triple Advantage(R)
                           Variable and Fixed Annuity

                                    Issued by
                 Transamerica Life Insurance Company of New York

                            Separate Account VA-2LNY

                        Supplement Dated October 1, 1999

                                       To

                          Prospectus Dated May 1, 1999

The following  information  supplements the Profile. You should read it together
with the Profile.

1.      Item 4 is changed to read as follows:

       Investment  Options  -  VARIABLE  ACCOUNT:  You can  invest in any of the
       sub-accounts corresponding to the following 23 Portfolios:
<TABLE>
<CAPTION>
<S>  <C>                      <C>                           <C>                      <C>
       Money Market            Capital Appreciation           International Value        Core Value
       Special Value           Stock Index                    Disciplined Stock          MidCap Stock
       Zero Coupon 2000        Socially Responsible Growth    Small Company Stock        Founders Growth
       Quality Bond            Growth and Income              Balanced                   Founders Passport
       Small Cap               International Equity           Limited Term High Income   Founders International Equity
       Technology Growth       European Equity                Transamerica Growth
</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 we guarantee
the principal invested plus at least 3% annual interest.

2.   Item 5 entitled "Expenses" on page 2 is changed,  in its entirety,  to read
     as follows: -------

       5. Expenses. The contract provides many benefits and features that you do
       not get with a regular  mutual fund.  It costs us money to provide  these
       benefits,  so there are charges in connection  with the contract.  If you
       withdraw  your money within  seven years of investing  it, there may be a
       withdrawal charge of up to 6% of the amount invested.  Once each contract
       year we deduct  an  account  fee of no more than $30  (there is no fee if
       your account value is over $50,000). Insurance and administrative charges
       of 1.40% per year are charged  against  your  average  daily value in the
       variable  account  and a $10  fee  for  transfers  over  18 in one  year.
       Advisory  fees are also  deducted by the  portfolios'  managers,  and the
       portfolios pay other expenses which, in total,  vary from 0. 26% to 4.67%
       per  year of the  amounts  in the  portfolios.  Finally,  there  might be
       premium taxes ranging from 0 to 3.5% of your investment and/or on amounts
       you use to purchase annuity benefits (depending on your state's law).

           The following chart shows these charges (except transfer fees premium
       taxes).  The $30 annual  account fee is not  included in the first column
       because  the fee is  waived  for  account  values  over  $50,000  and the
       approximate  average  account value is over $50,000.  The third column is
       the sum of the first two.  The  examples in the last two columns show the
       total amounts you would be charged,  in dollars,  if you invested $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.






<TABLE>
<CAPTION>




                                                                                                                Page 1 of 5
       EXAMPLES:
                                              Annual          Annual      Total Annual   Total Expenses     Total Expenses
         Portfolio/                         Insurance        Portfolio      Charges         at end of         at end of
                                                                            -------
         Sub-Account                         Charges          Charges                       One Year          Ten Years
         -----------                         -------          -------                       --------          ---------
<S>                                           <C>              <C>           <C>               <C>               <C>
         Money Market                         1.40%            0.56%         1.96%             $71               $229
         Special Value                        1.40%            0.83%         2.23%             $74               $256
         Zero Coupon 2000                     1.40%            0.59%         1.99%             $71               $232
         Quality Bond                         1.40%            0.73%         2.13%             $73               $246
         Small Cap                            1.40%            0.77%         2.17%             $73               $250
         Capital Appreciation                 1.40%            0.81%         2.21%             $73               $254
         Stock Index                          1.40%            0.26%         1.66%             $68               $197
         Socially Responsible                 1.40%            0.80%         2.20%             $73               $253
         Growth and Income                    1.40%            0.78%         2.18%             $73               $251
         International Equity                 1.40%            0.99%         2.39%             $75               $273
         International Value                  1.40%            1.29%         2.69%             $78               $302
         Disciplined Stock                    1.40%            0.88%         2.28%             $74               $262
         Small Company                        1.40%            0.98%         2.38%             $75               $272

         Balanced                             1.40%            0.87%         2.27%             $74               $261
         Limited Term High Income             1.40%            1.09%         2.49%             $76               $283
         Transamerica Growth                  1.40%            0.96%         2.36%             $75               $270
         CoreValue                            1.40%            2.10%         3.50%             $86               $377
         MidCap Stock                         1.40%            1.89%         3.29%             $84               $359
         Founders Growth                      1.40%            2.20%         3.60%             $87               $386
         Founders Passport                    1.40%            2.67%         4.07%             $92               $426
         European Equity                      1.40%            1.25%         2.65%             $78               $298
         Technology Growth                    1.40%            1.00%         2.40%             $75               $274
         Founders International Equity        1.40%            4.67%         6.07%            $111               $575
</TABLE>

       Expense  information  regarding the  portfolios  has been provided by the
       funds.  We have no reason to doubt the accuracy of the  information,  but
       have not verified  those figures.  In preparing the table above,  we have
       relied on the figures  provided by the funds.  These  figures are for the
       year ended  December 31,  1998,  except that the figures for the European
       Equity and Technology Growth Portfolios are estimates for the 1999 fiscal
       year.  Actual  expenses  in future  years may be higher or lower than the
       figures given above.

3. The following  replaces the paragraph on page 4 following the Past Investment
Performance table:

       Data is for full years  only.  The  Transamerica  Growth,  Core Value and
       MidCap Stock  sub-accounts were not in operation for all of 1998, and the
       Technology Growth,  European Equity,  Founders Growth,  Founders Passport
       and Founders  International Equity sub-accounts began operations in 1999,
       therefore no performance is reported for these sub-accounts.





                                   Page 2 of 5
The  following  information  supplements  the  Prospectus.  You  should  read it
together with the Prospectus.

1.     Three  Sub-Accounts are added to the variable  account options.  Wherever
       reference is made to the number of variable investment options available,
       the number "20" is changed to "23".

       The three  Portfolios  which  relate to these  new  Sub-Accounts  are the
       European  Equity  Portfolio,  the  Technology  Growth  Portfolio  and the
       Founders   International  Equity  Portfolio  of  the  Dreyfus  Investment
       Portfolios.
<TABLE>
<CAPTION>

2. The following changes are made to the Portfolio Annual Expenses table on page
5:

          ------------------------------------------- -------------- ---------------- --------------------
                                                       Management         Other         Total Portfolio
          Portfolios                                       Fee          Expenses        Annual Expense
          ------------------------------------------- -------------- ---------------- --------------------
          ------------------------------------------- -------------- ---------------- --------------------
<S>                                                       <C>             <C>                <C>
          Transamerica Growth                             0.64%           0.21%              0.85%
          ------------------------------------------- -------------- ---------------- --------------------
          ------------------------------------------- -------------- ---------------- --------------------
          European Equity                                 1.00%           0.25%              1.25%
          ------------------------------------------- -------------- ---------------- --------------------
          ------------------------------------------- -------------- ---------------- --------------------
          Technology Growth                               0.75%           0.25%              1.00%
          ------------------------------------------- -------------- ---------------- --------------------
          ------------------------------------------- -------------- ---------------- --------------------
          Founders International Equity                   1.00%           0.50%              1.50%
          ------------------------------------------- -------------- ---------------- --------------------
</TABLE>

3.      Item 6 in the Notes to Fee Table on page 6 is changed to read:

6.   From  time to  time,  each  portfolio's  investment  adviser,  in its  sole
     discretion,  may waive all or part of its fees  and/or  voluntarily  assume
     certain  portfolio  expenses.  The  expenses  shown in the above  portfolio
     annual expenses table reflect the portfolio's  adviser's  waiver of fees or
     reimbursement of expenses,  if applicable,  for calendar year 1998. Without
     such waivers or  reimbursements,  the  management  fee,  other expenses and
     total  portfolio  annual expenses for 1998 would have been, as a percentage
     of assets,  0.75%,  0.21% and 0.96% for  Transamerica  Growth Fund;  0.75%,
     1.35% and 2.10% for Core Value;  0.75%,  1.14% and 1.89% for MidCap  Stock;
     0.75%,  1.45% and 2.20% for  Founders  Growth;  1.00%,  1.67% and 2.67% for
     Founders  Passport and 1.00%,  3.67% and 4.67% for  Founders  International
     Equity  Portfolios.  The figures in the table for the  European  Equity and
     Technology Growth Portfolios are estimates for the 1999 fiscal year.

4.   The following changes are made to the tables in the Examples shown on pages
     6 through 8:

       Example 1
<TABLE>
<CAPTION>

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

<S>                                        <C>              <C>               <C>              <C>
        Variable Sub-Accounts              1 Year           3 Years           5 Years          10 Years
        Transamerica Growth Fund            $75              $116              $160             $270
        Core Value                          $86              $150              $216             $377
        MidCap Stock                        $84              $144              $206             $359
        Founders Growth                     $87              $153              $220             $386
        Founders Passport                   $92              $166              $242             $426
        European Equity                      $78              $125             $175              $298
        Technology Growth                    $75              $117             $162              $274
        Founders International Equity       $111              $222             $329              $575

       Example 2

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

        Variable Sub-Accounts              1 Year           3 Years           5 Years          10 Years
        Transamerica Growth Fund            $24               $74              $126             $270
        Core Value                          $35              $107              $182             $377
        MidCap Stock                        $33              $101              $172             $359
        Founders Growth                     $36              $110              $186             $386
        Founders Passport                   $41              $124              $208             $426
        European Equity                      $27              $82              $141              $298
        Technology Growth                    $24              $75              $128              $274
        Founders International Equity        $60              $179             $295              $575

                                                                                                                Page 3 of 5
       Example 3

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

        Variable Sub-Accounts              1 Year           3 Years           5 Years          10 Years
        Transamerica Growth Fund            $75               $74              $126             $270
        Core Value                          $86              $107              $182             $377
        MidCap Stock                        $84              $101              $172             $359
        Founders Growth                     $87              $110              $186             $386
        Founders Passport                   $92              $124              $208             $426
        European Equity                      $78              $82              $141              $298
        Technology Growth                    $75              $75              $128              $274
        Founders International Equity       $111              $179             $295              $575
</TABLE>

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

5. The  following  information  is added to the Service  Providers  to the Funds
section on page 16:

            Newton Capital Management Limited provides  sub-investment  advisory
           services for the European Equity Portfolio of the Dreyfus  Investment
           Portfolios.

            Founders  Asset  Management  LLC  provides  sub-investment  advisory
           services  for the  Founders  Growth,  Founders  Passport and Founders
           International Equity Portfolios of the Dreyfus Investment Portfolios.

6.     The  following  descriptions  of  the  European  Equity  Portfolio,   the
       Technology  Growth  Portfolio  and  the  Founders   International  Equity
       Portfolio are added:

       European Equity Portfolio

       The  European  Equity  Portfolio  seeks  long-term   capital  growth.  It
       generally  invests  at least 80% of its total  assets in stocks  included
       within the universe of the 300 largest European companies.  It may invest
       up to 10% of its total  assets in the stocks of  non-European  companies.
       The Portfolio's  stock  investments may include common stocks,  preferred
       stocks and  convertible  securities.  In choosing  stocks,  the Portfolio
       Manager identifies and forecasts: key trends in economic variables,  such
       as gross  domestic  product,  inflation  and interest  rates;  investment
       themes,  such as the impact of new technologies and the  globalization of
       industries and brands;  relative values of equity  securities,  bonds and
       cash;  and long-term  trends in currency  movements.  Within  markets and
       sectors  determined to be relatively  attractive,  the Portfolio  Manager
       seeks what she believes to be attractively  priced companies that possess
       a  sustainable  competitive  advantage  in their  market or  sector.  The
       investment advisory fee is payable monthly at the annual rate of 1.00% of
       the value of the  Portfolio's  average  daily  net  assets.  The  Dreyfus
       Corporation  pays  Newton  Capital  Management  Limited  to  provide  the
       day-to-day management of the Portfolio's investments.

       Technology Growth Portfolio

       The Technology  Growth  Portfolio seeks capital  appreciation.  To pursue
       this goal, it invests  primarily in the stocks of growth companies of any
       size that The Dreyfus  Corporation  believes to be leading  producers  or
       beneficiaries of technological  innovation.  Up to 25% of the Portfolio's
       assets may be invested in foreign  securities.  In choosing  stocks,  the
       Portfolio looks for sectors in technology that are expected to outperform
       on a relative scale.  Although the Portfolio looks for companies with the
       potential for strong earnings  growth rates,  some of its investments may
       currently be experiencing  losses. It may also invest in small-, mid- and
       large-cap securities in all available trading markets,  including initial
       public  offerings and the  aftermarket.  The  investment  advisory fee is
       payable  monthly  at  the  annual  rate  of  0.75%  of the  value  of the
       Portfolio's average daily net assets.







                                   Page 4 of 5
       Founders International Equity Portfolio

       The Founders  International  Equity  Portfolio seeks long-term  growth of
       capital.  To pursue  this  goal,  it invests  primarily  in the stocks of
       foreign  issuers  which are  characterized  as  "growth"  companies.  The
       Portfolio  Manager will seek investment  opportunities for the Portfolio,
       generally, in companies which he believes have fundamental strengths that
       indicate the  potential  for growth in earnings per share.  The Portfolio
       Manager focuses on individual  stock  selection (a "bottom-up"  approach)
       rather than on forecasting  stock market trends (a "top-down"  approach).
       The  Portfolio  will invest  primarily  in foreign  issuers from at least
       three foreign countries with established or emerging economies,  but will
       not invest  more than 50% of its  assets in  issuers  in any one  foreign
       country.  The  Portfolio's  stock  investments may include common stocks,
       preferred stocks and convertible  securities.  An investment advisory fee
       is payable monthly to The Dreyfus  Corporation at an annual rate of 1.00%
       of the value of the  Portfolio's  average  daily net assets.  The Dreyfus
       Corporation  pays Founders Asset Management LLC to provide the day-to-day
       management of the Portfolio's investments.















































                                   Page 5 of 5


<PAGE>

                                 PROFILE of The
                              DREYFUS/TRANSAMERICA
                               TRIPLE ADVANTAGE(R)

                                VARIABLE ANNUITY

                                    Issued By
                 TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK
                                   May 1, 1999

This profile is a summary of some of the more  important  points that you should
know and consider before purchasing a certificate. The certificate is more fully
described in the full prospectus which accompanies this profile. Please read the
prospectus carefully.

1.  The  Annuity   Certificate.   The   Dreyfus/Transamerica   Triple  Advantage
("certificate")  is  an  annuity  certificate  or a  contract  between  you  and
Transamerica  Life  Insurance  Company of New York. In the  certificate  you can
invest  in  your   choice  of  20   sub-accounts   corresponding   to  20  funds
("portfolios") in the variable account and the fixed account.  You could gain or
lose money you invest in the portfolios.

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

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

3.  Purchasing  a  Certificate.  Generally,  you must invest at least  $5,000 to
purchase a certificate,  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  certificate  during the free look  period
explained in item 10 on page 5 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 certificate  for short-term  purposes or if you cannot take
the risk of losing some of your investment.

4.  Investment  Options.  VARIABLE  ACCOUNT:  You  can  invest  in  any  of  the
sub-accounts corresponding to the following 20 portfolios: -------------------
<TABLE>
<CAPTION>
     <S>                  <C>                            <C>                     <C>
         Money Market      Capital Appreciation           International Value     Transamerica Growth
         Special Value      Stock Index                    Disciplined Stock      Core Value
         Zero Coupon 2000   Socially Responsible Growth    Small Company Stock    MidCap Stock
         Quality Bond       Growth and Income              Balanced                Founders Passport
         Small Cap          International Equity           Limited Term High Income     Founders Growth
</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 we guarantee
the principal invested plus at least 3% annual interest.

5. Expenses. The certificate provides many benefits and features that you do not
get with a regular mutual fund. It costs us money to provide these benefits,  so
there are charges in connection with the certificate. 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 certificate  fee of no more
than $30 (there is no fee if your certificate value is over $50,000).  Insurance
and  administrative  charges of 1.40% per year are  charged  against the average
daily value of your certificate and a $10 fee for transfers over 18 in one year.
Advisory fees are also deducted by the  portfolios'  manager and the  portfolios
pay  other  expenses  which in total,  vary from  0.26% to 2.10% per year of the
amounts in the portfolios.

         Although New York currently has no premium tax on annuities,  depending
on where you live  during  the time you hold this  certificate,  there  might be
premium taxes ranging from 0 to 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  certificate  fee is not  included in the first
column  because the fee is waived for  certificate  values over  $50,000 and the
approximate average  certificate 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.
<TABLE>
<CAPTION>

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

Balanced                         1.40%        0.87%           2.27%               $74               $261
Limited Term High Income         1.40%        1.09%           2.49%               $76               $283
Transamerica Growth              1.40%        0.85%           2.25%               $74               $258
CoreValue                        1.40%        1.00%           2.40%               $75               $274
MidCap Stock                     1.40%        1.00%           2.90%               $75               $274
Founders Growth                  1.40%        1.00%           2.40%               $75               $274
Founders Passport                1.40%        1.50%           2.90%               $80               $322
</TABLE>

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

6. Federal Income Taxes. Individuals generally are not taxed on increases in the
certificate  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
certificate).  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 certificate, 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
us, but no  withdrawal  charge  will be  assessed  on money that has been in the
certificate for seven years. In addition,  after the first certificate 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.

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

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

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

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

         If death occurs  before age 85, the death  benefit will be the greatest
of: (1) the certificate  value; (2) the premiums paid, less any amounts you have
withdrawn (less any premium taxes applicable to those  withdrawals);  or (3) the
highest  certificate  anniversary  value before the owner's or annuitant's  75th
birthday  (adjusted  for  additional  investments  and  withdrawals  since  that
anniversary,  and less premium  taxes).  After age 85, the death  benefit is the
certificate value.

10.  Other  Information.  The  certificate  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 certificate, you have ten days to look it
over and  decide if it is really  right for you.  If you  decide not to keep the
certificate, 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 us 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
us to periodically  automatically  rebalance the amounts in the  sub-accounts by
reallocating amounts among them.

         SYSTEMATIC WITHDRAWAL OPTION. You can arrange to have us send you money
automatically  each month out of your certificate  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>

                               PROSPECTUS FOR THE

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

                                    Issued By

                 Transamerica Life Insurance Company of New York

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

                                 In Addition to:

                                 A Fixed Account
<TABLE>
<CAPTION>

<S>  <C>                                                         <C>
                                                                   Variable Account Options
      This prospectus contains
     information you should                                              Money Market
     know before investing.                                              Special Value
                                                                       Zero Coupon 2000
      Please keep this prospectus                                        Quality Bond
     for future reference.                                                 Small Cap
                                                                     Capital Appreciation
      You can obtain more information about                               Stock Index
     the  contract  by  requesting  a copy  of the                     Growth and Income
     Statement of  Additional  Information  or SAI                   International Equity
     dated May 1, 1999.  The SAI is available free                    International Value
     by writing  to  Transamerica  Life  Insurance                     Disciplined Stock
     Company of New York, Annuity Service Center,                     Small Company Stock
                                                                           Balanced
     P.O. Box 31728,                                                Limited Term High Income
     Charlotte, NC 28231-1728 or                                           Core Value
     by calling 800-258-4261.                                             MidCap Stock
                                                                        Founders Growth
     The  current  SAI has  been  filed  with  the                     Founders Passport
     Securities  and  Exchange  Commission  and is       Portfolios of Dreyfus Variable Investment Fund
     incorporated    by   reference    into   this                  Dreyfus Stock Index Fund
     prospectus.  The table of contents of the SAI     The Dreyfus Socially Responsible Growth Fund, Inc.
     is included on page 48 of this prospectus.       Growth Portfolio of Transamerica Variable Insurance
                                                                           Fund, Inc.

</TABLE>

      The SEC's web site is
http://www.sec.gov

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

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


                                                              May 1, 1999






TABLE OF CONTENTS                                      Page
SUMMARY 4
PERFORMANCE DATA        12
TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK
AND THE VARIABLE  ACCOUNT       14
        Transamerica Life Insurance Company of New York 14
        Published Ratings       14
        Insurance Marketplace Standards Association     14
        The Variable Account    15
THE FUNDS       15
        Addition, Deletion or Substitution      20
THE FIXED ACCOUNT       21
THE CERTIFICATE 22
CERTIFICATE APPLICATION AND PREMIUMS    22
        Premiums        22
        Investment Option Limit 23
CERTIFICATE VALUE       23
TRANSFERS       24
        Before the Annuity Date 24
        Possible Restrictions   25
        Dollar Cost Averaging   25
        Automatic Asset Rebalancing     26
        After the Annuity Date  26
CASH WITHDRAWALS        26
        Withdrawals     26
        Systematic Withdrawal Option    28
        Automatic Payout Option 29
DEATH BENEFIT   29
        Payment of Death Benefit        29
        Designation of Beneficiaries    29
        Death of Annuitant Before the Annuity Date      30
        Death of Owner Before the Annuity Date  30
        Death of Annuitant or Owner After the Annuity Date      30
CHARGES AND DEDUCTIONS  30
        Contingent Deferred Sales Load/Surrender Charge 30
        Administrative Charges  32
        Mortality and Expense Risk Charge       32
        Premium Taxes   33
        Transfer Fee    33
        Automatic Asset Rebalancing Option      33
        Systematic Withdrawal Option    33
        Taxes   33
        Portfolio Expenses      33
        Sales in Special Situations     33
DISTRIBUTION OF THE CERTIFICATE 34
ANNUITY PAYMENTS        34
        Annuity Date    34
        Annuity Payment 35
        Election of Annuity Forms and Payment Options   35
        Annuity Payment Options 35
        Fixed Annuity Payment Option    35
        Variable Annuity Payment Option 36
        Annuity Forms   36
        Alternate Fixed Annuity Rates   37
QUALIFIED CERTIFICATES  38
        Automatic Payout Option 38
        Restrictions under 403(b) Programs      39
FEDERAL TAX MATTERS     39
        Introduction    39
        Premiums        40
        Taxation of Annuities   40
        Qualified Certificates  43
        Possible Changes in Taxation    45
        Other Tax Consequences  45
YEAR 2000 ISSUE 45
LEGAL PROCEEDINGS       46
LEGAL MATTERS   46
ACCOUNTANTS AND FINANCIAL STATEMENTS    46
VOTING RIGHTS   46
AVAILABLE INFORMATION   47
STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS 48
APPENDIX A      49
        Example of Variable Accumulation Unit Value Calculations        49
        Example of Variable Annuity Unit Value Calculations     49
        Example of Variable Annuity Payment Calculations        49
APPENDIX B      50
        Condensed Financial Information 50
APPENDIX C      54
        Definitions     54
APPENDIX D      57
        Disclosure Statement for Individual Retirement Annuities        57




SUMMARY

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

The Certificate

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

* with non-qualified plans;

* as an individual  retirement  annuity that qualifies for special tax treatment
under Code Section 408, IRA; or

* as an individual  retirement  annuity that qualifies for special tax treatment
under Code Section 408A, Roth IRA.

Additionally, with our prior approval, you may use the certificate:

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

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

Variable Account Fee Table

The purpose of the following  table is to help you  understand the various costs
and expenses that you, as the owner will bear directly and indirectly. The table
reflects  expenses of the  variable  account as well as of the  portfolios.  The
table assumes that the entire certificate value is in the variable account.  The
information set forth should be considered  together with the narrative provided
under the heading Charges and Deductions on page 30 of this prospectus, and with
the funds' prospectuses. In addition to the expenses listed below, premium taxes
may be applicable.


                  Certificate Transaction Expenses(1)

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


Range of Contingent Deferred Sales Load Over Time

Certificate Years Since                           Contingent Deferred
Premiums Receipt                                  Sales Load
Less than 2 years                                      6%
2 years but less than 4 years                          5%
4 years but less than 6 years                          4%
6 years but less than 7 years                          2%
7 or more                                              0%

                  Other Certificate Expenses

                  Transfer Fee (first 18 per Certificate Year)(3)          0
                  Systematic Withdrawal Fee                      0
                  Certificate 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%


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

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

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

Notes to Fee Table:

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

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

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

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

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

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

Examples*

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

These  examples all assume that no transfer fees,  systematic  withdrawal fee or
premium tax have been  assessed.  Premium taxes may be  applicable.  See Premium
Taxes on page 33.

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

Example 1

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

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



<PAGE>



Example 2

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

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

Example 3

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

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

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

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

You should not consider  these  examples to represent  past or future  expenses.
Actual  expenses  paid may be greater or less than those  shown,  subject to the
guarantees   in  the   certificate.   The  assumed  5%  annual  return  is  only
hypothetical.  It is not a  representation  of past or  future  returns.  Actual
returns could be greater or less than this assumed rate.



Condensed Financial Information

You will find condensed financial  information on each sub-account in Appendix B
on page  50.  You will  find  the  full  financial  statements  and  reports  of
independent  auditors for the variable  account in the  Statement of  Additional
Information.

The Issuer

The  certificate is issued by Transamerica  Life Insurance  Company of New York,
Transamerica,  a stock life insurance company incorporated under the laws of the
State of New York on February 5, 1986. Transamerica is a wholly-owned subsidiary
of Transamerica  Occidental Life Insurance  Company.  Our principal office is at
100 Manhattanville Road, Purchase, New York, 10577, telephone (914) 701-6000.
The certificate is only available in New York.

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

We will issue to the owner a  certificate  under a group annuity  contract.  The
contract and the certificates are available only in New York.


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

Certificate Value

The certificate  provides that the certificate value, after certain adjustments,
will be applied to an annuity form and payment option on a selected future date.

The  certificate  value  will  depend  on  the  investment  experience  of  each
sub-account of the variable account you select. All payments and values provided
under the  certificate  when based on the investment  experience of the variable
account are  variable and are not  guaranteed  as to dollar  amount.  Therefore,
before the annuity date you, as the owner, bear the entire investment risk under
the certificate.

There is no guaranteed  or minimum cash  surrender  value,  so the proceeds of a
surrender could be less than the total premiums.

Initial Premium

The initial premium for each certificate  must generally be at least $5,000.  We
will waive this minimum if the certificate is sold as a qualified certificate to
certain  retirement plans.  Generally,  each additional premium must be at least
$500. We will waive this minimum if you select an automatic  payment plan. In no
event,  however,  may the  total  of all  premiums  under a  certificate  exceed
$1,000,000  without our prior  approval.  The  minimum  net premium  that may be
allocated to a sub-account with no current  allocations is $500. See Certificate
Application and Premiums on page 22.

The Variable Account

The  variable  account is a separate  account,  designated  as Separate  Account
VA-2LNY, divided into sub-accounts. Assets of each sub-account are invested in a
specified  mutual fund portfolio.  Each sub-account uses its assets to purchase,
at their net  asset  value,  shares of a  specific  series or  portfolio  of the
following funds:

* Dreyfus Variable Investment Fund;

* Dreyfus Investment Portfolios;

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

* Dreyfus Stock Index Fund; or

* The Dreyfus Socially Responsible Growth Fund, Inc.

The Sub-Accounts

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

* Money Market
* Special Value
* Zero Coupon 2000
* Quality Bond
* Small Cap
* Capital Appreciation
* Stock Index
*  Socially  Responsible  Growth * Growth and  Income *  International  Equity *
International  Value *  Disciplined  Stock * Small  Company  Stock *  Balanced *
Limited  Term High Income *  Transamerica  Growth * Core Value * MidCap  Stock *
Founders Growth * Founders Passport
        The funds pay their investment adviser and  administrators  certain fees
charged against the assets of each portfolio. The certificate value, if any, and
the amount of any variable  annuity payments will vary to reflect the investment
performance  of all of the  sub-accounts  you  select and the  deduction  of the
charges.  See Charges and Deductions on page 30. For more information  about the
funds see The Funds on page 15 and the accompanying funds' prospectuses.

The Fixed Account

        We will credit interest to the amounts in the fixed account at a rate of
not less than 3% annually.  We may credit  interest at a rate in excess of 3% at
our discretion  for any class.  We guarantee to credit each interest rate for at
least 12 months.

Investment Option Limit

        Currently,  you may not elect more than a total of 18 investment options
over the life of the certificate. Investment options include each sub-account of
the variable account and the fixed account.

Transfers Before the Annuity Date

        Before the annuity date, you may make transfers among the  sub-accounts.
A  "transfer"  is the  reallocation  of amounts  among the  sub-accounts  of the
variable account.

We charge a fee of $10 for each transfer in excess of 18 per  certificate  year.
Transfers under certain programs, such as Dollar Cost Averaging,  which will not
count towards the 18 free transfers per certificate year.

Withdrawals

You may  withdraw  all or part of the  cash  surrender  value on or  before  the
annuity  date.  However,  amounts you  withdraw  may be subject to a  contingent
deferred  sales load.  Amounts you  withdraw  may be subject to a premium tax or
similar tax,  depending  upon the state in which the you live.  Withdrawals  may
further be subject to any federal, state or local income tax, and a penalty tax.
Withdrawals from qualified  certificates may be subject to severe  restrictions.
Except for IRAs and Roth  IRAs,  qualified  certificates  are sold only with our
prior approval.  We will generally  deduct the annual  certificate fee on a full
surrender of a certificate. See Cash Withdrawals on page 26.

Contingent Deferred Sales Load/
Surrender Charge

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

However,  if any  part of the  certificate  value  is  withdrawn,  a  contingent
deferred sales load, or surrender charge, of up to 6% of premiums  withdrawn may
be  assessed  by us to  cover  certain  expenses  relating  to the  sale  of the
certificates,  including  commissions  to registered  representatives  and other
promotional expenses. We guarantee that the total contingent deferred sales load
will never exceed 6% of the premiums.

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

The allowed amount is equal to:

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

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

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

2.      the greater of:

a) the accumulated earnings not previously withdrawn; or,

b)  10% of  premiums  received  at  least  one  but  less  than  seven  complete
certificate years before the date of withdrawal not reduced to take into account
any withdrawals deemed to be made from such premiums.

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

1. 100% of  premiums  not  previously  withdrawn  and  received  at least  seven
complete certficiate years before the date of withdrawal; plus,

2. accumulated earnings not previously withdrawn.

Withdrawals will always be made first from accumulated  earnings,  and then from
premiums on a first-in,  first-out  basis.  So,  accumulated  earnings  could be
withdrawn as part of the first withdrawal in a certificate year and,  therefore,
not  be  available  for  withdrawals  made  later  that  certificate  year.  The
accumulated  earnings, if any, in your certificate value are always available as
the allowed  amount.  You cannot  withdraw any premium  deposited by check until
that check clears. See Contingent Deferred Sales  Load/Surrender  Charge on page
30 and Cash Withdrawals on page 26.

Other Charges and Deductions

We deduct a daily charge  referred to as the  Mortality and Expense Risk Charge.
This  charge  is equal to a  percentage  of the  value of the net  assets in the
variable  account for the  mortality and expense  risks  assumed.  The effective
annual  rate of this  charge  is 1.25% of the  value  of the net  assets  in the
variable  account  attributable to your  certificate.  See Mortality and Expense
Risk Charge on page 32. We guarantee that this mortality and expense risk charge
will not be increased.

We also deduct a daily charge referred to as the  Administrative  Expense Charge
equal to a  percentage  of the value of the net assets in the  variable  account
corresponding  to an  effective  annual  rate of 0.15% to help cover some of the
costs of administering the certificate and the variable account. This charge may
change,  but it is guaranteed not to exceed a maximum  effective  annual rate of
0.25%. See Administrative Charges on page 32.

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

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

A fee equal to the  lesser of $10 or 2% of the amount of  withdrawal  is imposed
for each transfer in excess of eighteen during a certificate  year. See Transfer
Fee on page 33.

Also, New York  currently has no premium tax or retaliatory  premium tax. If New
York imposes these taxes in the future,  or if you are, or become, 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   mount  upon
annuitization. See Premium Taxes on page 33.

Annuity Payments

        We will make  annuity  payments  either on a fixed  basis or a  variable
basis, or a combination of a fixed and variable  basis, as you select.  You have
flexibility  in choosing the annuity  date.  In no event may the annuity date be
later than the first day of the month  immediately  preceding  the month of your
85th  birthday.  The annuity  date  cannot be earlier  than the first day of the
month   coinciding   with  or  immediately   following  the  third   certificate
anniversary.  We will begin  annuity  payments on the first day of the  calendar
month following the annuity date.

        You have a choice of four annuity forms:

1. Life Annuity;
2. Life and Contingent Annuity;
3. Life Annuity with Period Certain; and
4. Joint and Survivor Annuity.

Payments on Death Before the Annuity Date

        We pay a death  benefit  on the death of either  the owner or  annuitant
before the annuity date. If the deceased owner or annuitant, as applicable,  had
not attained their 85th birthday, the death benefit is the greatest of:

(a) the certificate value;

(b) all premiums paid to the certificate  less withdrawals and any premium taxes
applicable to those withdrawals; or

(c) the  greatest  certificate  anniversary  value  before the  earliest  of the
annuitant's  or owner's 75th  birthday,  increased  by premiums  paid since that
certificate  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  certificate  value.  We will  generally pay the death
benefit within seven days of receipt of the required proof of death of the owner
or the annuitant.  We must have sufficient  information about the beneficiary to
make the payment.  We must receive the  beneficiary's  election of the method of
settlement.  If we receive no election of the settlement method, we will pay the
death benefit no later than one year from the date of death.  We do not charge a
contingent  deferred sales load. The  beneficiary may elect to receive the death
benefit as either a lump sum or as an annuity.

Federal Income Tax Consequences

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





Generally,  a portion, up to 100%, of any distribution or deemed distribution is
taxable as ordinary  income.  The taxable portion of  distributions is generally
subject  to income  tax  withholding  unless  the  recipient  elects  otherwise.
Mandatory withholding may apply for certain qualified certificates. In addition,
a  federal   penalty   tax  may  apply  to  certain   distributions   or  deemed
distributions.

Right to Cancel

You have the right to examine  the  certificate  for a limited  period.  This is
known as a free  lookperiod.  You can cancel the  certificate  by  delivering or
mailing a written notice or by sending a telegram to:

* the agent from whom you purchased the certificate; or

* our service center.

You must do this before  midnight of the tenth day, or longer if required by New
York Department of Insurance, after you receive the certificate.

If you give us notice and return the certificate by mail, properly addressed and
postage prepaid, we will be deem it to have been made on the date postmarked. We
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 we receive such notice to cancel and the returned certificate.
See Premiums on page 22.

You may request more information by writing:

Transamerica Annuity Service Center
P.O. Box 31728
Charlotte, North Carolina
28231-1728
or
Call 1-800-258-4261

with any questions concerning your certificate.

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

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

For qualified  certificates,  limits or restrictions may be imposed on premiums,
withdrawals, distributions, benefits or other certificate provisions due to:

* the requirements of a particular retirement plan;

* an endorsement to the certificate; or

* limitations or penalties imposed by the Code or the Employee Retirement Income
Security Act of 1974, as amended.

This prospectus does not describe such limitations or restrictions.

PERFORMANCE DATA

Advertising of Yields

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

These  figures will be based on historical  information  and are not intended to
indicate future performance.

Yield Calculations

The yield of the  Money  Market  Sub-Account  refers  to the  annualized  income
generated  by an  investment  in that  sub-account  over a  specified  seven-day
period.

The yield is calculated by assuming:

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

* it is shown as a percentage of the investment.

The effective  yield is calculated  similarly but, when  annualized,  the income
earned by an investment in that  sub-account  is assumed to be  reinvested.  The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
com-pounding effect of this assumed reinvestment.

The yield of a  sub-account,  other than that of the Money  Market  Sub-Account,
refers to the annualized  income  generated by an investment in the  sub-account
over a specified thirty-day period. The yield is calculated by assuming that the
income  generated by the investment  during that thirty-day  period is generated
each thirty-day  period over a twelve-month  period and is shown as a percentage
of the investment.

The yield  calculations  do not  reflect the effect of any  contingent  deferred
sales load or premium taxes that may apply to a particular certificate. When the
contingent deferred sales load is applied to a particular certificate, the yield
of that certificate will be reduced. For additional information about how yields
and total  returns are  calculated,  please refer to the Statement of Additional
Information.

Total Returns

Average annual total returns for each  sub-account are based on performance data
compiled since the sub-account  commenced  operations.  Performance  results are
also  measured  over 1, 5 and 10 year time  periods.  When average  annual total
returns  for  these  periods  are  available,  you will be  provided  with  this
information.  Each return will represent the average annual  compounded rates of
return that would equate an initial investment of $1,000 to the redemption value
of that investment. This will include the deduction of any applicable contingent
deferred  sales load,  but exclude the  deduction  of any premium  taxes.  These
returns  will  represent  the  periods  for which total  return  quotations  are
provided up to the last day of the period.

Performance Information

Performance  information for any sub-account  reflects only the performance of a
hypothetical  certificate  under  which  certificate  value  is  allocated  to a
sub-account during a particular time period on which the calculations are based.
It should be considered in light of:

* the investment objectives;
* investment policies;
* characteristics of the portfolios in which the sub-account  invests; and * the
market conditions during the given time period.

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

Reports and promotional literature may also contain other information including:

1. the ranking of any  sub-account  derived  from  rankings of variable  annuity
separate accounts or their investment products tracked by:

* Lipper Analytical Services, Inc.,
* VARDS,
* IBC/Donoghue's Money Fund Report,
* Financial Planning Magazine,
* Money Magazine,
* Bank Rate Monitor,
* Standard and Poor's Indices, and
* The Dow Jones Industrial Average.

It may also include other rating  services,  companies,  publications,  or other
persons  who rank  separate  accounts  or other  investment  products on overall
performance or other criteria; and

2. the effect of tax deferred compounding on sub-account  investment returns, or
returns in general, which may be illustrated by graphs, charts, or otherwise.

These may include a comparison, at various points in time, of the return from an
investment, or returns in general, on a tax-deferred basis, assuming one or more
tax rates,  with the return on a currently  taxable basis. We may also use other
ranking services and indices. In our advertisements and sales literature, we may
use charts and graphs to discuss and illustrate:

* the implications of longer life expectancy for retirement  planning; * the tax
and other consequences of long-term  investments;  * the effects of the lifetime
payout option;  * the operation of certain  special  investment  features in the
certificate - such as the dollar cost averaging option; * the effects of certain
investment strategies; and * the Social Security system and its projected payout
levels and retirement plans generally.

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

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

TRANSAMERICA LIFE INSURANCE COMPANY OF NEW YORK
AND THE VARIABLE ACCOUNT

Transamerica Life Insurance Company of New York

Transamerica  Life  Insurance  Company  of New York,  hereafter  referred  to as
Transamerica,  is a stock life insurance company  incorporated under the laws of
the State of New York on February 5, 1986.  It is mainly  engaged in the sale of
life insurance and annuity policies. The address for Transamerica Life Insurance
Company of New York is 100 Manhattanville Road, Purchase, New York 10577.

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

Transamerica Corporation indirectly owns the issuing company,  Transamerica Life
Insurance Company of New York.

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

These ratings reflect their current opinion of the relative  financial  strength
and operating  performance of an insurance company in comparison to the norms of
the life/health insurance industry. In addition, other rating companies, such as
by Standard & Poor's  Insurance  Ratings  Services  or Duff & Phelps  assess our
claims-paying  ability.  They also may be referred to in advertisements or sales
literature  or in reports to owners.  These ratings are opinions of an operating
insurance  company's financial capacity to meet the obligations of its insurance
and annuity 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.

Insurance Marketplace Standards
Association

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

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

The Variable Account

On June 23,  1992,  Transamerica's  Board of  Directors  passed  resolutions  to
establish the Separate Account VA-2LNY of Transamerica,  also referred to as the
Variable Account,  under the laws of the State of New York. The variable account
is registered with the Securities and Exchange  Commission  under the Investment
Company Act of 1940 as a unit  investment  trust.  It meets the  definition of a
separate account under the federal securities laws. However, the Commission does
not supervise  the  management  or the  investment  practices or 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. This protection remains in place so long as assets in the assets in the
separate  account do not  exceed  the  reserves  and other  requirements  of the
separate account are maintained.

Income, gains and losses incurred on the assets in the variable account, whether
or not realized, are credited to or charged against the variable account without
regard  to other  income,  gains  or  losses  of  Transamerica.  Therefore,  the
investment  performance of the variable  account is entirely  independent of the
investment  performance of  Transamerica's  general  account assets or any other
separate account maintained by Transamerica.

The variable  account has 20  sub-accounts,  each of which  invests  solely in a
specific corresponding portfolio. Changes to the sub-accounts may be made at the
discretion of Transamerica.

The Funds

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

The Dreyfus Variable Investment Fund was organized as an unincorporated business
trust under  Massachusetts law pursuant to an Agreement and Declaration of Trust
dated  October 29, 1986.  It  commenced  operations  on August 31, 1990,  and is
registered  with the  Commission as an open-end  management  investment  company
under the 1940 Act. Currently,  thirteen series, or portfolios,  of the Variable
Fund are available for the certificates.  Each portfolio has separate investment
objectives  and policies.  As a result,  each  portfolio  operates as a separate
investment  portfolio  and the  investment  performance  of one portfolio has no
effect on the investment performance of any other portfolio.

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

The Dreyfus  Socially  Responsible  Growth  Fund,  Inc. was  incorporated  under
Maryland law on July 20, 1992,  and commenced  operations on August 31, 1993. It
is  registered  with the  Commission  as an  open-end,  diversified,  management
investment company.

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

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

The Commission does not supervise the management or the investment practices and
policies of any of the portfolios. The assets of the Variable Fund, the Socially
Responsible  Fund, the Stock Index Fund are each separate from the assets of the
other portfolios.

Service Providers to The Funds

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

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

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

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

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

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

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

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

Money Market Portfolio

The Money Market Portfolio's  investment objective is to provide a high level of
current income while preserving invested capital and maintaining  liquidity.  It
seeks to  achieve  this  objective  by  investing  in  short-term  money  market
instruments.  The investment  advisory fee is payable monthly at the annual rate
of 0.50 of 1% of the  value of the  portfolio's  average  daily net  assets.  An
investment  in this  portfolio is not insured or  guaranteed  by the FDIC or any
other government agency.  Although this portfolio seeks to preserve the value of
your investment at $1.00 per share, it is possible to lose money by investing in
this portfolio.

Special Value Portfolio

The Special Value Portfolio's  investment  objective is to maximize total return
on your investment  capital.  Total return consists of capital  appreciation and
current  income.  It seeks to achieve  its  objective  by  following a "contrary
value"  strategy,  investing in a wide range of equity and debt  securities  and
money market  instruments.  An investment advisory fee is payable monthly at the
annual  rate of 0.75 of 1% of the  value of the  portfolio's  average  daily net
assets.

Zero Coupon 2000 Portfolio

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

* debt  obligations  of the U.S.  Treasury  that  have  been  stripped  of their
unmatured interest coupons;

* interest coupons that have been stripped from debt  obligations  issued by the
U.S. Treasury;

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

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

Quality Bond Portfolio

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

Small Cap Portfolio

The  Small  Cap  Portfolio's   investment   objective  is  to  maximize  capital
appreciation.  It seeks to achieve its  objective by investing  mainly in common
stocks of domestic and foreign  issuers.  Under normal  market  conditions,  the
portfolio  will invest at least 65% of its total assets in companies with market
capitalizations  of less than $1.5 billion at the time of purchase.  The Dreyfus
Corporation  will invest in companies it believes to be  characterized by new or
innovative  products,  services or processes which should enhance  prospects for
growth in future earnings. The investment advisory fee is payable monthly at the
annual  rate of 0.75 of 1% of the  value of the  portfolio's  average  daily net
assets.

Capital Appreciation Portfolio

The Capital Appreciation  Portfolio's primary investment objective is to provide
long-term capital growth while preserving capital. Current income is a secondary
goal.  It seeks to achieve its goals by investing  in common  stocks of domestic
and  foreign  issuers.  An  investment  advisory  fee is payable  monthly to The
Dreyfus  Corporation  and a  sub-investment  advisory fee is payable  monthly to
Fayez  Sarofim & Co. at the total  annual rate of 0.75 of 1% of the value of the
portfolio's average daily net assets.

Growth and Income Portfolio

The Growth and Income Portfolio's  investment  objective is to provide long-term
capital growth, current income and growth of income,  consistent with reasonable
investment risk. This portfolio  invests primarily in equity and debt securities
and money market instruments of domestic and foreign issuers.  The proportion of
the portfolio's  assets invested in each type of security will vary from time to
time in  accordance  with  the  Dreyfus  Corporation's  assessment  of  economic
conditions and investment  opportunities.  An investment advisory fee is payable
monthly at the annual rate of 0.75 of 1% of the value of the portfolio's average
daily net assets.

International Equity Portfolio

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

International Value Portfolio

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

Disciplined Stock Portfolio

The Disciplined Stock Portfolio's  investment objective is to provide investment
results that are greater than the total return  performance  of publicly  traded
common stocks as a group,  as represented by the Standard & Poor's 500 Composite
Stock Price Index.  This portfolio will use  quantitative  statistical  modeling
techniques  to  build  a  portfolio  similar  to  the S & P 500  in  its  sector
weightings  and risk  characteristics.  An  investment  advisory  fee is payable
monthly at the annual rate of 0.75 of 1% of the value of the Portfolio's average
daily net assets.

Small Company Stock Portfolio

The  Small  Company  Stock  Portfolio's   investment  objective  is  to  provide
investment  results  that are  greater  than the  total  return  performance  of
publicly  traded common stocks as a group,  as  represented  by the Russell 2500
Index.  This portfolio  invests primarily in a portfolio of equity securities of
small to medium sized domestic  companies.  While investing in these  companies,
the portfolio will attempt to maintain volatility and diversification similar to
that of the Russell 2500 Index. An investment advisory fee is payable monthly at
the annual rate of 0.75 of 1% of the value of the portfolio's  average daily net
assets.

Balanced Portfolio

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

Limited Term High Income Portfolio

The Limited  Term High Income  Portfolio's  investment  objective is to maximize
total  return,  consisting  of capital  appreciation  and current  income.  This
portfolio seeks to achieve its objective by investing up to all of its assets in
a  portfolio  of lower rated  fixed-income  securities,  commonly  known as junk
bonds.  Investments  of this  type  are  subject  to a  greater  risk of loss of
principal and  non-payment of interest.  Under normal market  conditions,  these
bonds will have an effective  average  duration of three and  one-half  years or
less.  Investors should carefully assess the risks associated with an investment
in the portfolio.  Those risks are described in the portfolio's  prospectus.  An
investment  advisory fee is payable  monthly at the annual rate of 0.65 of 1% of
the value of the portfolio's average daily net assets.

Stock Index Fund

The Stock Index Fund's  investment  objective is to provide  investment  results
that  correspond to the price and yield  performance  of publicly  traded common
stocks as a group,  as represented by the Standard & Poor's 500 Composite  Stock
Price Index.  The Fund is not sponsored by or affiliated  with Standard & Poor's
Corporation  in any way.  A  management  fee is payable  monthly to The  Dreyfus
Corporation  at the annual rate of 0.24 of 1% of the value of the Fund's average
daily  net  assets.  Dreyfus  pays  Mellon  Equity  Associates  to  provide  the
day-to-day management of the Fund's investments.

Socially Responsible Fund

The  Socially  Responsible  Fund's  primary goal is to provide  capital  growth.
Current  income is a secondary  goal.  It seeks to achieve  these  objectives by
investing  principally in common stocks,  or securities  convertible into common
stock.  Stocks selected for this fund will be issued by companies  which, in the
opinion  of  the  fund's  management,   not  only  meet  traditional  investment
standards,  but also show evidence that they conduct their  business in a manner
that  contributes  to the  enhancement  of the  quality  of life in  America.  A
management fee is payable monthly to The Dreyfus  Corporation at the annual rate
of 0.75 of 1% of the value of the Socially  Responsible Fund's average daily net
assets.  Dreyfus  pays NCM Capital  Management  Group,  Inc. as  sub-adviser  to
provide day-to-day management of the Fund's investments.

Core Value Portfolio

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

MidCap Stock Portfolio

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

Founders Growth

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

Founders Passport Portfolio

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

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


* dominant market share;

* leading brand recognition;

* proprietary products or technology;

* low-cost production capability; and/or

* excellent management with shareholder orientation.

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

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

Variable Account Objectives

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

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

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

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

Portfolios Not Publicly Available

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

Resolution of Possible Conflicts

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

Sources of Additional Information

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

* the investment objectives;

* the investment policies;

* the investment advisory services;
* the administrative services; and

* charges

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

Addition, Deletion or Substitution

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

We reserve the right to:

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

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

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

The Establishment of New Sub-Accounts

At our discretion,  based on marketing,  tax, investment or other conditions, we
can elect to establish  new  sub-accounts.  We will make these new  sub-accounts
available to our existing  certificate owners on a basis which we will determine
at that time. Each additional sub-account will purchase shares in a portfolio or
in another mutual fund or investment  vehicle. We may also eliminate one or more
sub-accounts if, in our sole  discretion,  marketing,  tax,  investment or other
conditions  so warrant.  In the event any  sub-account  is  eliminated,  we will
notify  owners  and  request a  re-allocation  of the  amounts  invested  in the
eliminated sub-account.

In the event of any substitution or change,  we may change the certificates in a
way that appropriately  reflects  substitutions or changes.  Furthermore,  if we
believe it to be in the best interests of persons having voting rights under the
certificates, the variable account may be operated as a management company under
the 1940 Act or any other form  permitted  by law.  It may also be  deregistered
under this act in the event such  registration is no longer required,  or may be
combined with one or more other separate accounts.

THE FIXED ACCOUNT

This prospectus is generally  intended to serve owners as a disclosure  document
only  for the  certificate  and  the  variable  account.  For  complete  details
regarding the fixed account, see the certificate 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 exclusionary provisions, interests in the
general  account  have not been  registered  under the  Securities  Act of 1933,
hereafter  referred  to  simply  as the 1933  Act.  Nor is the  general  account
registered as an investment company under the 1940 Act. Accordingly, neither the
general  account  nor  any  interests  therein  are  generally  subject  to  the
provisions  of the  1933 Act or the  1940  Act.  Therefore  the  Securities  and
Exchange  Commission has not reviewed the disclosures in this  prospectus  which
relate to the fixed account.

The fixed account is part of the general  account of  Transamerica.  The general
account consists of all the general assets of Transamerica,  other than those in
the variable account,  or assets in any other segregated asset account.  We have
the right to  determine  how it will  invest the assets of its  general  account
while  adhering to applicable  laws.  The allocation or transfer of funds to the
fixed  account  does not entitle  the owner to share in the  overall  investment
returns of our general account. The Interest Rate of the Fixed Account

We  guarantee  that we will  credit  interest  at a rate of not less than 3% per
year,  compounded annually,  to amounts allocated to the fixed account under the
certificates.  We 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 we 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;

* anticipated returns on our investments;

* regulatory and tax requirements; and

* competitive factors.

Interest  credited to amounts allocated to the fixed account in excess of 3% per
year will be determined in our sole  discretion.  You, as the owner,  assume the
risk that interest credited to the fixed account  allocations may not exceed the
minimum guarantee of 3% for any given year.

Interest  rates  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.  After  the  end  of  the  twelve  month  period  for a  particular
allocation,  we may change the annual rate of interest  for that class.  The new
annual rate of interest  will remain in effect for at least twelve  months.  New
premiums  paid to the  certificate  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
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 we 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  certificate  year. The maximum amount you may transfer from
the fixed account will be the maximum  transfer  amount in effect on the date of
such  transfer  during a  certificate  year.  The maximum  transfer  amount is a
percentage  of the  value  of the  fixed  account  as of the  date  of the  last
certificate anniversary. The percentage rate, which we will declare from time to
time, will be a minimum of 25% and, currently, is 25%.

Transfers into the Fixed Account

You must wait 90 days  before  you are  allowed  to make a second or  additional
transfers from a sub-account of the variable account into the fixed account.

THE CERTIFICATE

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

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

CERTIFICATE APPLICATION AND
PREMIUMS

Premiums

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

The initial premium for each certificate must generally be at least $5,000.  We,
may, at our  discretion,  accept lower  initial  premiums for certain  qualified
certificates.  We will  ordinarily  issue the  certificate  and  derive  the net
premium  from the  initial  premium  within  two days of  receipt  of a properly
completed application and the premium. At this time, the certificate is accepted
and funded with your  premium.  A net premium is defined as a premium  minus any
applicable  premium taxes.  These taxes may include  retaliatory  premium taxes,
which may be levied in the  future in New York,  or in any other  state in which
you  live,  where  such  taxes  are  levied  in the  future.  Acceptance  of the
application is subject to it being received in good order.  We reserve the right
to  reject  any  application.  Certificates  normally  will not be  issued  with
annuitants more than 80 years old,  although we in our discretion may waive this
restriction in certain cases.

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

Ten Day Cancellation Option

You have the right to examine the  certificate  for a limited  period known as a
free look period.  You may cancel the  certificate  by  delivering  or mailing a
written notice or by sending a telegram to:

* the agent through whom the certificate was purchased; or

* our service center

This  must be done  before  midnight  of the  tenth  day  after  receipt  of the
certificate.  If you give  notice by mail and  return the  certificate  by mail,
properly  addressed  with postage  paid,  the request for  cancellation  will be
deemed to have been made on the date postmarked. We will refund your premiums to
the fixed account plus the variable  accumulated  value,  determined by the date
postmarked.  The return of these  amounts  will occur within seven days after we
receive your returned certificate and request to cancel.

Additional  premiums  may be paid into the  certificate  at any time  before 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 paid to an
automatic payment plan. Using an automatic payment plan, the additional premiums
are automatically deducted from a bank account. In addition,  minimum allocation
amounts apply. Additional net premiums are credited to the certificate 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
certificates.

Total premiums for any certificate may not exceed  $1,000,000  without our prior
approval.  In no event may the sum of all premiums for a certificate  during any
taxable year exceed the limits imposed by any applicable  federal or state laws,
rules, or regulations.

Choosing One or More Investment Options

You specify how premiums will be allocated under the certificate. You may select
one or more  sub-accounts,  and you may  allocate  your  premium  dollars in the
percentages of your choice.  Any premium  allocation  you choose is allowed,  as
long as it is 10% or  more,  and you use  whole  numbers.  25% is  allowed,  for
example,  whereas an  allocation  of 25.50% is not  allowed.  In  addition,  the
initial premium allocated to any sub-account must be at least $500. You have the
choice of which  sub-accounts  to invest,  or not  invest  in.  For all  non-IRA
certificates, the net premium derived from the initial premium will be allocated
directly to the sub-account or sub-accounts you choose.  These net premiums will
be allocated as you have chosen, in the percentages you selected when we receive
the premium.

You may change  your  allocation  percentages  at any time.  To do this,  simply
submit a request  for such a change to our  service  center in a form and manner
acceptable to us. Any changes to the allocation  percentages are subject to this
limitation  above.  Please call our service  center in advance to determine  how
your request for allocation  changes should be made. Your requested changes will
take effect:

* with the first we receive after you have submitted your request; or

* with any request deemed acceptable by us that is accompanied by a premium.

Your  requested  changes  will  remain in effect  until you change them again or
surrender your certificate.

If you decide to allocate additional net premiums to an inactive  sub-account of
the variable account, you must allocate at least $500.

Investment Option Limit

Currently, you may not allocate premium dollars to more than eighteen investment
options  over  the  life  of  the   certificate.   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.  We may waive this limit in
the future.

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

CERTIFICATE VALUE

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

* the fixed accumulated value; plus

* the variable accumulated value.

The variable  accumulated value is determined with the use of valuation periods.
A valuation period is the period between successive valuation days. It begins at
the  close of the New York  Stock  Exchange,  generally  4:00  p.m.  ET, on each
valuation  day. It ends at the close of the New York Stock  Exchange on the next
succeeding  valuation  day. A valuation  day is each day that the New York Stock
Exchange is open for regular business.  The value of the variable account assets
is  determined  at the end of each  valuation  day. To determine the value of an
asset on a day that is not a  valuation  day,  the value of that asset as of the
end of the next  valuation day will be used.  Days that are not considered to be
valuation  days are those during which the New York Stock Exchange is closed for
regular business.

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

How Your Variable Accumulation Units Are Created

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

* the portion of each net premium allocated to the sub-accounts; by

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

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

The variable  accumulation  units credited to your  certificate as the result of
your  initial net premium are  credited to your  certificate's  value within two
valuation days of the later of:

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

2. the date on which our service center receives the initial premium.

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



How Variable Accumulation Unit Values Are Calculated

The value of a variable  accumulation  unit for each sub-account for a valuation
period is established at the end of each valuation  period.  It is calculated by
multiplying the value of that unit at the end of the prior  valuation  period by
the sub-account's net investment factor for the valuation period. The value of a
variable accumulation unit may go up or down.

The net  investment  factor is used to determine the value of  accumulation  and
annuity unit values for the end of a valuation  period.  The applicable  formula
can be found in the Statement of Additional Information.

Transferring Among Sub-Accounts

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

TRANSFERS

Transfers Before the Annuity Date

Before the annuity date, you may transfer all or part of the  certificate  value
among the sub-accounts by giving a written request to our service center subject
to the following conditions:

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

Your  transfer  request must specify the amounts you wish to transfer  from each
sub-account  or the fixed account and the amounts you wish to transfer into each
sub-account or the fixed account.

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

* waive the transfer fee;

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

* not count transfers under certain options or services.

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

Possible Restrictions

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

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




Dollar Cost Averaging

You may elect to  participate  in dollar cost  averaging.  Dollar cost averaging
allows you to invest monthly the dollar amount you designate, from $250 upwards,
into  the  portfolio  of your  choice.  The  main  benefit  of  this  systematic
investment technique is that it enables you to average out the cost of your unit
prices  over time,  as you invest  regularly  to meet your  personal  investment
objectives.

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

* the Money Market;

* the Quality Bond Portfolio;

* the Limited High Term Income Portfolio; or
* the Fixed Account.

This money may be transferred to any of the  sub-accounts  on a monthly basis by
submitting  a request to our service  center.  The request must be in a form and
manner  acceptable to us. Your transfers will begin the month following,  but no
sooner than one week  following,  receipt of such request,  provided that dollar
cost averaging transfers will not begin until the later of:

1. 30 days after the certificate date; or

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

Transfers will continue for the duration you selected unless terminated:

1. by you;

2.  automatically by us because there are  insufficient  funds in the applicable
sub-account or fixed account; or

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

You may request that monthly  transfers be continued for an additional period of
time. You can  accomplish  this by giving notice to our service center in a form
and manner acceptable to us within 30 days before the last monthly transfer.  If
no request to continue the monthly  transfers is made by you, as the owner, this
option will terminate automatically with the last transfer.

Eligibility Requirements

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

1. the value of the selected  sub-account  (from which your  transfers are made)
must be at least $5,000;

2. the minimum  amount that you may transfer 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.

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

You will not be charged for the dollar cost averaging service and transfers that
result from dollar cost  averaging  practices.  Nor will these  transfers  count
toward the 18 transfers without charge per certificate year.

Automatic Asset Rebalancing

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

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

After the Annuity Date

If you elect a variable annuity payout option, you may transfer variable account
amounts after the annuity date by  submitting a request in a form  acceptable to
us at our  service  center.  Your  request  will  be  subject  to the  following
provisions:

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

2. the minimum amount  transferred from one sub-account to another is the amount
supporting a current $50 monthly payment.

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

CASH WITHDRAWALS

Withdrawals

You may withdraw all or part of the cash surrender  value at any time during the
life of the annuitant  and before the annuity date.  You can do this by giving a
written request to our service center. Your request will be subject to the rules
below. Federal or state laws, rules or regulations may also apply.

The amount  payable to you if the  certificate  is  surrendered on or before the
annuity date is the cash surrender  value.  The cash surrender value is equal to
the  certificate   value,  minus  any  certificate  fee,  minus  any  applicable
contingent deferred sales load and minus any applicable premium taxes.

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

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

A partial  withdrawal  will not be processed if it would reduce the  certificate
value to less than $2,000. In that case, you will be notified that you will have
10 days from the date notice is mailed to:

a. withdraw a lesser amount, subject to the $500 minimum,  leaving a certificate
value of at least $2,000; or

b. surrender the certificate for its cash surrender value.

Amounts payable will be determined as of the end of the valuation  period during
which the subsequent  instructions are received. If, after the expiration of the
10-day period, no written election is received from you, your withdrawal request
will be considered null and void, and no withdrawal will be processed.

Fees Relating to Withdrawals or Surrenders

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

This is true except for distributions  from certain qualified  certificates 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.  In addition, under New
York law you may request us to withhold New York income tax from withdrawals.

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

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

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

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

The  withdrawal  request  will be  effective  when  all  appropriate  forms  are
received.  Payments of any amounts  derived from  premiums  paid by check may be
delayed until the check has cleared your 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.

You,  as the owner,  assume the  investment  risk for amounts  allocated  to the
variable account. Certain withdrawals are subject to a contingent deferred sales
load.  The total  amount paid upon  surrender  of the  certificate,  taking into
account any prior withdrawals, may be more or less than the total premiums paid.
Additional Withdrawal and Surrender Provisions

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

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

You may elect, under the systematic withdrawal option or automatic payout option
(but not  both),  to  withdraw  certain  amounts  on a  periodic  basis from the
sub-accounts before the annuity date.

Systematic Withdrawal Option

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

a. 30 days after the certificate date; or

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

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



Eligibility and Rules of the Systematic Withdrawal Option

To be eligible for the systematic withdrawal option:

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

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

* the maximum  monthly  amount that can be withdrawn on an annual basis is equal
to the sum, as of the date of the first withdrawal, of:

a) 10% of premiums that are less than seven certificate years old, and

b) 10% of remaining premiums that are at least seven certificate years old.

Systematic withdrawals are not subject to the contingent deferred sales load but
may be reduced by any  applicable  premium tax.  Systematic  withdrawals  may be
taxable, subject to withholding, and subject to the 10% penalty tax.

Systematic  withdrawals  will  continue  unless you  terminate  them or they are
automatically  terminated by us as described in the certificate.  If this option
is terminated it may not be used again until the next  certificate  anniversary.
You may make only one partial withdrawal while the systematic  withdrawal option
is in effect.  If you make a second partial  withdrawal  while this option is in
effect, it will automatically  terminate the systematic  withdrawal option. Upon
any second partial  withdrawal,  any amount  requested as a partial  withdrawal,
including  the first in a  certificate  year,  will be subject  to a  contingent
deferred sales load to the extent it exceeds accumulated earnings.

We reserve  the right to impose an annual fee of an amount not to exceed $25 per
certificate  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 certificate year.
Consult your tax adviser and, if  applicable,  the particular  retirement  plan,
before requesting withdrawals from a qualified certificate.  There may be severe
restrictions with on withdrawals from qualified certificates.

Automatic Payout Option, or APO

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

DEATH BENEFIT

If an owner or annuitant  dies before the annuity  date, a death  benefit on the
certificate is payable. If the deceased owner or annuitant,  as applicable,  had
not reached age 85, the death benefit will be the greatest of :

a. the certificate value;

b. all premiums paid less all  withdrawals  and any premium taxes  applicable to
those withdrawals; or

c. the  greatest  certificate  anniversary  value  before  the  earliest  of the
annuitant's  or  owner's  75th  birthday  plus  all  premiums  paid  since  that
certificate anniversary,  minus all withdrawals and any premium taxes applicable
to those withdrawals since that certificate anniversary.

If the deceased  owner or  annuitant,  as  applicable,  had attained age 85, the
death benefit will be equal to the certificate 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 our service  center;
or

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

If no settlement  method is elected,  the death  benefit will be calculated  and
paid as of a date no later than one year after the date of death.  No contingent
deferred sales load will apply. Until the death benefit is paid, the certificate
value will remain in the sub-accounts as previously specified by the owner or as
reallocated  according to  instructions  received by us from all  beneficiaries.
Therefore,  the certificate value will fluctuate with investment  performance of
the applicable  sub-accounts.  As a result, the amount of the death benefit will
depend on the certificate 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.  Once our  service  center  receives  this  proof  and the
beneficiary's choice of a method of settlement, the death benefit generally will
be  paid  within  seven  days,  or as  soon  thereafter  as we  have  sufficient
information  to make the  payment.  The death  benefit may be paid in a lump sum
cash benefit.  Or,  subject to any  limitations  under any state or federal law,
rule, or  regulation,  it may be paid under one of the annuity  forms,  unless a
settlement agreement effective under the certificate prevents this choice. If no
settlement  method is elected  within  one year of the date of death,  the death
benefit  will be paid in a lump sum.  The  payment of the death  benefit  may be
subject to certain distribution requirements under the federal income tax laws.

Designation of Beneficiaries

You,  as the owner,  may select one or more  beneficiaries  and name them in the
application.  If you  select  more than one  beneficiary,  unless  you  indicate
otherwise  they will each  share  equally in any death  benefits  payable in the
event of the annuitant's death before the annuity date if there is no contingent
annuitant, or your death if there is no joint owner. Different beneficiaries may
be  named  with  respect  to  the  annuitant's  death  and  the  owner's  death.
Respectively,  these individuals are referred to as the annuitant's  beneficiary
and the owner's  beneficiary.  Before the annuitant's  death, you may change the
beneficiary by notice to our service  center in a form and manner  acceptable to
us.  The owner may also  make the  designation  of  beneficiary  irrevocable  by
sending notice to and obtaining  approval from our service  center.  Irrevocable
beneficiaries  may only be changed  with the written  consent of the  designated
irrevocable beneficiaries, except to the extent required by law.

The  interest of any  beneficiary  who dies before the owner or  annuitant  will
terminate at the death of the  beneficiary.  The interest of any beneficiary who
dies at the time  of,  or  within  30 days  after,  the  death  of the  owner or
annuitant  will also  terminate  if no  benefits  have  been  paid,  unless  the
certificate  has been endorsed to provide  otherwise.  The benefits will then be
paid as though the  beneficiary  had died before the owner or annuitant.  If the
interests of all designated beneficiaries have terminated,  any benefits payable
will be paid to the owner's estate.

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

Death of Annuitant Before the Annuity Date

If the annuitant dies before the annuity date and the annuitant is not the owner
and there is no contingent  annuitant,  a death  benefit  under the  certificate
relating to that annuitant will be paid to the annuitant's beneficiary. If there
is a contingent  annuitant,  then upon the death of the annuitant the contingent
annuitant  will become the  annuitant  and no death benefit will be paid at that
time.

Death of Owner Before the Annuity Date

If an owner dies before the annuity  date, a death  benefit will be paid to that
owner's  beneficiary.  If the certificate 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 certificate as
his or her own or receive payment of the death benefit. The payment of the death
benefit may be subject to certain  distribution  requirements  under the federal
income tax laws.

Death of Annuitant or Owner After the Annuity Date

If the  annuitant  or an owner  dies after the  annuity  starts,  the  remaining
undistributed  portion,  if any, of the certificate 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  certificate are assessed in
three ways:

1. as  deductions  for the  certificate  or annuity  fees,  any  transfer  fees,
systematic  withdrawal  option or asset  rebalancing  fees,  (if any),  and,  if
applicable, for premium taxes;

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

3. as contingent deferred sales loads

In  addition,  certain  deductions  are made  from the  assets  of the funds for
investment  management fees and expenses.  These fees and expenses are described
in the funds' prospectuses and their statements of additional information.

Contingent Deferred Sales Load/
Surrender Charge

No deduction for sales charges is made from your premiums,  although premium tax
may be deducted. However, a contingent deferred sales load, or surrender charge,
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 us relating  to the sale of the  certificates,  including
commissions paid to  salespersons,  the costs of preparation of sales literature
and other promotional costs and acquisition expenses.

The contingent deferred sales load/surrender  charge percentage varies according
to the number of certificate  years between the certificate  year in which a net
premium was credited to the certificate  and the  certificate  year in which the
withdrawal  is made.  This  charge  is  determined  by  multiplying  the  amount
withdrawn  subject  to the  contingent  deferred  sales  load by the  contingent
deferred sales load percentage according to the following table.

                                        Contingent
                                        Deferred Sales
        Number of Certificate           Load As a
Years Since Receipt     Percentage of
of Each Premium 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  will the total  contingent  deferred  sales  load/surrender  charge
assessed against the certificate  exceed 6% of the aggregate  premiums paid to a
certificate.

Certain amounts may be withdrawn free of any contingent deferred sales load. You
may make  withdrawals up to the allowed  amount  without  incurring a contingent
deferred sales  load/surrender  charge each  certificate year before the annuity
date.  During  the  first  certificate  year,  the  allowed  amount  is equal to
accumulated earnings not previously withdrawn.

For the first  withdrawal,  and only the first  withdrawal in a certificate year
after the first  certificate year, the available allowed amount you may withdraw
is equal to the sum of:

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

2.      the greater of:

a.      accumulated earnings not previously withdrawn; or

b.  10% of  premiums  received  at  least  one  but  less  than  seven  complete
certificate 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 certificate  year after the first  certificate
year,  the available  allowed amount is equal to the sum of: 1. 100% of premiums
not previously  withdrawn and received at least seven  certificate  years before
the date of withdrawal; plus

2. accumulated earnings not previously withdrawn.

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

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

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

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

Under  these  certificates,  withdrawals  were made  first  from  premiums  on a
first-in first-out basis, then from earnings. The allowed amount that applies to
these owners will be  determined  by whichever  formula  provides  them with the
larger amount available, for full surrenders only, without a contingent deferred
sales load.

In addition, no contingent deferred sales load is charged:

1. upon  annuitization to an option involving life contingencies on or after the
third certificate anniversary;

2. on  distributions  resulting from the death of the owner or annuitant  before
the annuity date;

3. upon  withdrawals  of  certificate  value  among the  sub-accounts  under the
systematic withdrawal option; or

4. in some circumstances, under the automatic payout option.

Any applicable  contingent  deferred sales load will be deducted from the amount
you requested for both partial withdrawals and full surrenders.

Administrative Charges

At the end of each certificate year before the annuity date, we deduct an annual
certificate fee as partial  compensation for expenses  relating to the issue and
maintenance of the certificate and the variable account.  The annual certificate
fee is equal to the lesser of $30 or 2% of the certificate value. No certificate
fee will be deducted for a certificate  year if your  certificate  value exceeds
$50,000 on the last business day of the  certificate  year or as of the date the
certificate  is  surrendered.  The  certificate  fee may be changed upon 30 days
advance  written notice to you, the owner,  subject to the prior approval of the
New York State Insurance Department.  In no event may this fee exceed the lesser
of $60 or 2% of the certificate value.

Such increases in the certificate fee will apply only to future deductions after
the effective  date of the change.  If you surrender  your  certificate on other
than the end of a certificate  year, we will deduct the  certificate fee in full
at the time of the surrender. The certificate fee will be deducted on a pro rata
basis from each  sub-account in which the certificate 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.  If monthly
payments, the amount paid per month will be $2.50. This fee will not be changed.
No annuity fee will be deducted from fixed annuity payments.

We also deduct the  administrative  expense charge from the variable  account at
the end of each  valuation  period both before and after the annuity  date at an
effective current annual rate of 0.15% of assets held in each sub-account.  This
deduction is for  administrative  expenses  attributable to the certificates and
the variable  account which exceed the revenues  received  from the  certificate
fee, any transfer fee, and any fee imposed for systematic withdrawals.

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

Mortality and Expense Risk Charge

We impose a charge called the mortality and expense risk charge to compensate it
for bearing  certain  mortality  and expense risks under the  certificates.  For
assuming these risks, we make a daily charge equal to 0.003403% corresponding to
an effective annual rate of 1.25% of the value of the net assets in the variable
account.  This  charge is  imposed  before  the  annuity  date and if an annuity
purchase amount is applied to a variable payment option,  also after the annuity
date. We guarantee that this charge of 1.25% will never increase.

The mortality and expense risk charge is reflected in the variable  accumulation
or variable  annuity  unit  values for each  sub-account.  Variable  accumulated
values and  variable  annuity  payments  are not  affected  by changes in actual
mortality  experience  incurred by us. The  mortality  risks assumed by us arise
from our  contractual  obligations  to make  annuity  payments  and to pay death
benefits before the annuity date.  These payments are determined  according with
the annuity tables and other provisions  contained in the certificate.  Thus, as
owner,  you are  assured  that  neither the  annuitant's  own  longevity  nor an
unanticipated  improvement in general life expectancy will adversely  affect the
annuity payments under the certificate.

We also bear  substantial  risk in connection  with the death benefit before the
annuity  date,  since it will pay a death  benefit  that may be greater than the
certificate  value.  In this way, we bear the risk of unfavorable  experience in
the sub-accounts.

The  expense  risk  assumed  by us is the  risk  that  our  actual  expenses  in
administering  the certificate  and the variable  account will exceed the amount
recovered through the administrative expense charge,  certificate fees, transfer
fees and any fees imposed for systematic withdrawals.

If the mortality and expense risk charge is  insufficient  to cover actual costs
and risks assumed, the loss will fall on us. Conversely,  if this charge is more
than sufficient,  any excess will be profit to us. Currently, we expect a profit
from this charge.

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

Premium Taxes

Currently,  New York has no premium tax or retaliatory  premium tax. If New York
imposes  these taxes in the future,  or if you,  as the owner are  presently  or
become a resident of a state where such taxes apply,  we will deduct  applicable
premium  taxes,  including  any  retaliatory  taxes,  paid  with  respect  to  a
particular  certificate  from the  premiums,  from  amounts  withdrawn,  or from
amounts applied on the annuity date. These taxes may range up to 3.5%.

In certain limited  circumstances,  a broker-dealer or other entity distributing
the  certificates  may elect to pay us an amount equal to the premium taxes that
would otherwise be attributable  to that entity's  customers.  In such cases, we
will not impose a premium tax charge on those certificates.

Transfer Fee

A fee equal to the lesser of $10 or 2% of the amount of the  transfer is charged
for each transfer in excess of 18 in a certificate  year.  Currently,  no fee is
charged for automatic asset rebalancing. However, we reserve the right to impose
a nominal fee.

Systematic Withdrawal Option

We reserve  the right to impose an annual fee of an amount not to exceed $25 for
administrative expenses associated with processing systematic withdrawals.  This
fee, which is currently waived, will be deducted in equal installments from each
systematic withdrawal you take during a certificate year.

Automatic Asset Rebalancing Option

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

Taxes

Under  present  laws,  we will incur  state or local  taxes,  in addition to the
premium taxes described above, in several states.  No charges are currently made
for taxes  other than state  premium  taxes.  However,  we reserve  the right to
deduct charges in the future for federal,  state and local taxes or the economic
burden  resulting  from the  application of any tax laws that we determine to be
attributable to the certificates.

Portfolio Expenses

The value of the assets in the variable  account reflects the value of portfolio
shares and therefore the fees and expenses paid by each portfolio.  You can find
a complete description of the fees, expenses, and deductions from the portfolios
in the funds' prospectuses.

Sales in Special Situations

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

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

2 sales to current or former officers, directors,  employees and their families,
of Transamerica and its affiliates;

3 sales to officers, directors, employees and their families, of the portfolios'
investment advisers and their affiliates; or

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

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

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

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

These  reductions  in fees or charges or credits to  certificate  value will not
unfairly discriminate against any certificate 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.

DISTRIBUTION OF THE CERTIFICATE

Transamerica  Securities  Sales  Corporation,  also  referred to as TSSC, is the
principal  underwriter of the certificates  under a Distribution  Agreement with
Transamerica.  TSSC may also serve as an  underwriter  and  distributor of other
certificates  issued  through the variable  account and certain  other  separate
accounts of Transamerica and any affiliates of Transamerica. TSSC is an indirect
wholly-owned  subsidiary of  Transamerica  Insurance  Corporation of California,
which is a subsidiary of Transamerica  Corporation.  TSSC is registered with the
Commission as a  broker/dealer  and is a member of the National  Association  of
Securities  Dealers,  Inc.,  also known as the NASD.  Its principal  offices are
located at 1150 South Olive, Los Angeles,  California  90015.  Transamerica pays
TSSC for acting as the principal underwriter under a distribution agreement.

TSSC has entered  into sales  agreements  with other  broker/dealers  to solicit
applications for the certificates  through  registered  representatives  who are
licensed to sell securities and variable  insurance  products.  These agreements
provide that  applications  for the  certificates 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   certificates   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.,  referred  to  as  TFR,  also  is  an
underwriter  and  distributor  of  the  certificates.   TFR  is  a  wholly-owned
subsidiary of Transamerica Insurance Corporation of California and is registered
with the Commission and the NASD as a broker/dealer.

ANNUITY PAYMENTS

Annuity Date

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

Initially,  as the owner,  you select the  annuity  date at the time you pay the
initial  premium.  After that, you may change the annuity date from time to time
by  giving  notice to our  service  center,  provided  that our  service  center
receives notice of each change at least 30 days before the then-current  annuity
date.  The  annuity  date  must  not  be  earlier  than  the  third  certificate
anniversary.

The  latest  annuity  date that you may  elect 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  purchase  amount is the  certificate  value,  minus any  applicable
contingent  deferred  sales load and minus any  applicable  premium  taxes.  Any
contingent  deferred  sales  load will be waived if the  annuity  form  selected
involves  life  contingencies  and  begins  on or after  the  third  certificate
anniversary.

If the amount of the monthly  annuity payment from the payment options which you
select results in a monthly  annuity payment of less than $20, or if the annuity
purchase  amount  is less  than  $2,000,  we  reserve  the right to offer a less
frequent mode of payment or pay the certificate 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.

You may choose from the annuity forms below and we may consent to other plans of
payment before the annuity date. For annuity forms involving life contingencies,
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  certificates.  We reserve the right to ask for
satisfactory  proof of the annuitant's,  or the joint or contingent  annuitant's
age. We may delay annuity payments until satisfactory  proof is received.  Since
payments to older  annuitants are expected to be fewer in number,  the amount of
each  annuity  payment  will be greater  for older  annuitants  than for younger
annuitants.

You may choose from the fixed  annuity  payment  option,  the  variable  annuity
payment  option or a  combination  of both.  The annuity date and annuity  forms
available for qualified certificates may also be controlled by endorsements, the
plan or applicable law.

A portion  or the  entire  amount of the  annuity  payments  may be  taxable  as
ordinary  income.  If,  at the  time the  annuity  payments  begin,  we have not
received a proper written election not to have federal income taxes withheld, we
must by law  withhold  such  taxes  from the  taxable  portion  of such  annuity
payments  and remit that  amount to the  federal  government.  State  income tax
withholding may also apply. Election of Annuity Forms and Payment Options

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

If you do not select an annuity form and payment  option within at least 30 days
before the annuity date, we will make variable  annuity  payments  under the 120
month period certain and life annuity form and the applicable  provisions of the
certificate.

Annuity Payment Options

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

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

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

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

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

Fixed Annuity Payment Option

A fixed  annuity  provides  for  annuity  payments  that  will  remain  constant
according  to the terms of the  annuity  form  elected.  If a fixed  annuity  is
selected,  the portion of the annuity  purchase amount used to provide the fixed
annuity will be transferred to our general account assets. The amount of annuity
payments will be  established by the fixed annuity  provisions  selected and the
age and sex, if sex-distinct rates are allowed by law, of the annuitant and will
not reflect investment performance after the annuity date.

The fixed  annuity  payment  amounts  are  determined  by  applying  the annuity
purchase  rate  specified  in the  certificate  to the  portion  of the  annuity
purchase  amount applied to the fixed annuity  option by you.  Payments may vary
after the death of the  annuitant  under some  annuity  options;  the amounts of
these variances are fixed on the annuity date.

Variable Annuity Payment Option

A variable  annuity  provides for payments that vary in dollar amount,  based on
the investment performance of the selected sub-accounts of the variable account.
The variable annuity purchase rate tables in the certificate reflect an assumed,
but not guaranteed,  annual interest rate of 4%, so if the actual net investment
performance of the  sub-accounts  is less than this rate, then the dollar amount
of the actual  annuity  payments  will  decrease.  If the actual net  investment
performance of the sub-accounts is higher than this rate, then the dollar amount
of the actual annuity payments will increase. If the net investment  performance
exactly  equals  the 4% rate,  then the  dollar  amount  of the  actual  annuity
payments will remain constant.

Variable annuity  payments will be based on the  sub-accounts  which you select,
and on the allocations you make among the  sub-accounts.  For further details as
to the  determination  of  variable  annuity  payments,  see  the  Statement  of
Additional Information.

Annuity Forms

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

1. Life  Annuity.  Payments  start on the  first  day of the  month  immediately
following the annuity  date,  if the annuitant is living.  Payments end with the
payment due just before the annuitant's  death.  There is no death benefit under
this form.  It is possible that only one payment will be made under this form if
the annuitant  dies before the second  payment is due; only two payments will be
made if the annuitant dies before the third payment is due, and so forth.

2. Life and  Contingent  Annuity.  Payments  start on the first day of the month
immediately  following the annuity  date,  if the annuitant is living.  Payments
will continue for as long as the  annuitant  lives.  After the  annuitant  dies,
payments will be made to the contingent annuitant, if living, for as long as the
contingent  annuitant lives. The continued payments can be in the same amount as
the original payments,  or in an amount equal to one-half or two-thirds thereof.
Payments  will end with the payment due just before the death of the  contingent
annuitant. There is no death benefit after both the annuitant and the contingent
annuitant  die. If the  contingent  annuitant  does not  survive the  annuitant,
payments  will end with the payment due just before the death of the  annuitant.
It is  possible  that only one payment or very few  payments  will be made under
this form, if the annuitant and contingent  annuitant die shortly after payments
begin.

The written request for this form must:

a) name the contingent annuitant; and

b) state the percentage of payments for the contingent annuitant.

Once  annuity  payments  start  under this  annuity  form,  the person  named as
contingent  annuitant  for  purposes  of being the  measuring  life,  may not be
changed.  We will need  proof of age for the  annuitant  and 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.  You may elect to have the
commuted value of these payments paid in a single sum. The commuted value is the
remaining amount of the period certain  payments  discounted at the then current
rate of interest used for such values.

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

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

The written request for this form must:

        a)      state the length of the period certain; and

        b)      name the annuitant's beneficiary.

4. Joint and Survivor Annuity.  Payments will be made, starting on the first day
of the month  immediately  following the annuity date, if and for as long as the
annuitant and joint annuitant are living. After the annuitant or joint annuitant
dies,  payments  will  continue as long as the  survivor  lives.  The  continued
payments  can be in the same amount as the  original  payments,  or in an amount
equal to one-half or two-thirds thereof. It is possible that only one payment or
very few  payments  will be made  under  this  form if the  annuitant  and joint
annuitant both die shortly after payments  begin.  The written  request for this
form must:

a) name the joint annuitant; and

b) state the percentage of continued payments for the survivor.

Once  payments  start  under  this  annuity  form,  the  person  named  as joint
annuitant,  for the purpose of being the measuring life, may not be changed.  We
will need proof of age for the joint annuitants before payments start.

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

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

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

b) no additional premium will be accepted under the certificate; and

c) no further withdrawals will be allowed.

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

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 certificate is issued as a qualified certificate,  you may not change the
payee on or after the annuity date.

Alternate Fixed Annuity Rates

The amount of any fixed annuity  payments will be determined on the annuity date
by using either the guaranteed fixed annuity rates or our current single premium
fixed  annuity rates at the time,  whichever  would result in a higher amount of
monthly fixed annuity payments.

QUALIFIED CERTIFICATES

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

Various Tax Penalties May Apply to:

a) contributions in excess of specified limits;

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

c) distributions that do not satisfy specified requirements; and

d) certain other transactions subject to qualified plans.

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

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

The Automatic Payout Option, or APO

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

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

For other qualified certificates,  APO can be elected no earlier than six months
before the later of when you:

a)      attain age 70 1/2; and

a) retire from employment.

Additionally, APO withdrawals may not begin before the later of:

a) 30 days after the certificate date; or

b) the end of the free look period.

APO may be elected in any calendar  month,  but no later than the month in which
the owner attains age 84. APO withdrawals  will be from the  sub-accounts and in
the percentage  allocations which you specify.  If no  specifications  are made,
withdrawals will be pro rata from all sub-accounts  with value.  Withdrawals can
not be made from a sub-account  from which dollar cost  averaging  transfers are
being made.

Payments will be made annually,  and will continue  unless  terminated by you or
automatically  terminated  by  you  as  set  forth  in  the  certificate.   Once
terminated, APO may not be elected again.

If only APO withdrawals are made, no contingent  deferred sales load will apply,
regardless of the allowed  amount.  However,  if a partial  withdrawal is taken,
that partial withdrawal and any subsequent  withdrawals in that certificate year
will be subject to a  contingent  deferred  sales load to the extent they exceed
the allowed amount.

To be eligible for this option, the following conditions must be met:

1. the certificate value must be at least $12,000 at the time of election; and

2.  the  annual  withdrawal  amount  is  the  larger  of  the  required  minimum
distribution under Code Sections 401(a)(9) or 408(b)(3), or $500.

APO allows the required minimum distribution to be paid from the sub-accounts of
the variable account. If there are insufficient funds in the variable account to
make a withdrawal,  or for other reasons as set forth in the  certificate,  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 we will make  calculations  and
distribution with regard to this certificate only.

Restrictions under Section 403(b)
Programs

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

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

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

b) earnings on those contributions; or

c) earnings on amounts attributable to elective contributions held as of the end
of the last year beginning before January 1, 1989.

Distributions  of such amounts will be allowed only upon death of the  employee,
on or after  attainment of age 591/2,  separation from service,  disability,  or
financial hardship,  except that income  attributable to elective  contributions
may not be distributed in the case of hardship.

FEDERAL TAX MATTERS

Introduction

The following  discussion is a general description of federal tax considerations
relating to the certificate  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 certificate.  If you are concerned about these tax  implications,  you
should consult a competent tax adviser before  initiating any transaction.  This
discussion is based upon our  understanding  of the present  federal  income tax
laws as they are  currently  interpreted  by the Internal  Revenue  Service,  or
simply  the  IRS.  No  representation  is  made  as to  the  likelihood  of  the
continuation  of  the  present  federal  income  tax  laws  or  of  the  current
interpretation  by the IRS.  Moreover,  no attempt has been made to consider any
applicable state or other tax laws.

The certificate may be purchased:

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

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

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

The  ultimate  effect  of  federal  income  taxes on the  amounts  held  under a
certificate,  on annuity payments, and on the economic benefit to the owner, the
annuitant, or the beneficiary may depend on:

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

b) the tax status of the individual concerned; or

c) our tax status.

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

The following discussion assumes that a qualified  certificate is purchased with
proceeds from and/or  contributions  under retirement plans that qualify for the
intended special federal income tax treatment.  The following discussion is also
based on the assumption  that the certificate  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, as a prospective  purchaser,  you must
specify  whether you are purchasing a  non-qualified  certificate or a qualified
certificate.  If the initial premium is derived from an exchange or surrender of
another  annuity  certificate,  we may require  that the  prospective  purchaser
provide information with regard to the federal income tax status of the previous
annuity certificate.  We will require that you purchase separate certificates if
you desire to invest monies qualifying for different annuity tax treatment under
the Code.

Each such separate  certificate would require the minimum initial premium stated
above. Additional premiums under a certificate must qualify for the same federal
income tax treatment as the initial premium under the  certificate.  We will not
accept an  additional  premium  under a  certificate  if the federal  income tax
treatment of such premium would be different from that of the initial premium.

Taxation of Annuities In General

Code Section 72 governs  taxation of  annuities in general.  We believe that the
owner who is a natural  person  generally is not taxed on increases in the value
of a certificate  until  distribution  occurs by withdrawing  all or part of the
certificate  value, for example,  through  withdrawals or annuity payments under
the annuity  option  elected.  For this  purpose,  the  assignment,  pledge,  or
agreement to assign or pledge any portion of the certificate  value,  and in the
case of a  qualified  certificate,  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 certificate who is not a natural
person  generally  must  include  in income  any  increase  in the excess of the
certificate  value over the investment in the contract  during the taxable year.
There are some  exceptions  to this rule and a  prospective  owner that is not a
natural person, for example, a trust, may wish to discuss these with a competent
tax adviser.

The following  discussion  generally  applies to  certificates  owned by natural
persons.

Withdrawals

In the case of a withdrawal under a qualified certificate, including withdrawals
under the systematic withdrawal option or the automatic payout option, a ratable
portion of the amount  received is taxable.  This portion is generally  based on
the ratio of the  investment in the contract to the  individual's  total accrued
benefit under the retirement plan.

The  investment  in  the  certificate   generally   equals  the  amount  of  any
non-deductible premiums paid by or on behalf of any individual.  For a qualified
certificate,  the investment in the certificate  can be zero.  Special tax rules
may apply to certain distributions from a qualified certificate.

With  respect to  non-qualified  certificates,  partial  withdrawals,  including
withdrawals  under the systematic  withdrawal  option,  are generally treated as
taxable income to the extent that the certificate 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 certificate,  in general, only the portion of the annuity payment that
represents the amount by which the  certificate  value exceeds the investment in
the  certificate  will be taxed.  After the  investment  in the  certificate  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
certificate  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 certificate.

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  certificate
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 certificate 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 certificate,
consult a  competent  tax adviser  regarding  deductibility  of the  unrecovered
amount.

Withholding

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

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




Penalty Tax

A federal  income  tax  penalty  equal to 10% of the  amount  treated as taxable
income may be imposed on distributions. In general, however, there is no penalty
tax on distributions:

1. made on or after the date on which the owner attains age 591/2;

2. made as a result of death or disability of the owner; or

3.  received in  substantially  equal  periodic  payments as a life annuity or a
joint and survivor annuity for the lives or life expectancies of the owner and a
designated beneficiary.

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

Taxation of Death Benefit Proceeds

Amounts may be distributed from the certificate 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  certificate is not affected by the
owner's or annuitant's death. That is, the investment in the certificate remains
the amount of any premiums paid which were not excluded from gross income. Other
rules relating to  distributions at death apply to qualified  certificates.  You
should  consult  your legal  counsel and tax adviser  regarding  these rules and
their impact on qualified certificates.

Required Distributions upon Owner's Death

Notwithstanding  any  provision of the  certificate  or this  prospectus  to the
contrary,  no payment of benefits provided under the certificate will be allowed
that does not satisfy the  requirements of Code Section 72(s). If the owner dies
before the annuity date,  the death benefit  payable to the owner's  beneficiary
will be distributed as follows:

a) the death  benefit must be  completely  distributed  within five years of the
owner's date of death; or

b) the  owner's  beneficiary  may elect,  within the one year  period  after the
owner's  date of death,  to receive the death  benefit in the form of an annuity
from us.

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

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

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

Notwithstanding  items a) and b) above,  if the sole owner's  beneficiary is the
deceased owner's surviving spouse,  then the surviving spouse may elect,  within
the one year period after the owner's date of death, to continue the certificate
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  certificate  in
effect before such election will cease;

2. the spouse will become the owner of the  certificate 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  certificate or allowed by us will
belong to the spouse as owner of the certificate.

This  election  will be deemed to have  been made by the  spouse if such  spouse
makes a premium payment to the certificate 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 certificate.

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
certificate or allowed by us will pass to the owner's beneficiary.

Joint  Ownership - For purposes of this section,  if the  certificate  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
certificate, subject to the provisions described above.

Transfers, Assignments, or Exchanges of the Certificate

For a transfer of ownership of a non-qualified  certificate,  the designation of
an annuitant,  payee,  or beneficiary who is not also the owner, or the exchange
of a certificate  may result in certain tax  consequences  to the owner that are
not discussed herein.

As  an  owner,  if  you  are  contemplating  any  such  designation,   transfer,
assignment, or exchange, you should contact a competent tax adviser with respect
to  the  potential  tax  effects  of  such  a  transaction.   Certain  qualified
certificates cannot be transferred or assigned,  except as permitted by the Code
or the Employee  Retirement Income Security Act of 1974, also referred to simply
as ERISA. Multiple Certificates

All deferred  non-qualified  annuity  certificates that are issued by us, or our
affiliates,  to the same  owner  during  any  calendar  year are  treated as one
annuity  certificate for purposes of determining the amount  includible in gross
income  under Code Section  72(e).  In addition,  the  Treasury  Department  has
specific  authority to issue  regulations  that prevent the avoidance of Section
72(e) through the serial purchase of annuity certificates or otherwise.

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

QUALIFIED CERTIFICATES

In General

The  qualified  certificate  is designed for use as an IRA or Roth IRA. With our
prior  approval,  the  certificate  may also be used for  qualified  pension and
profit sharing plans established by corporate employers.

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

Adverse tax consequences may result from:

* contributions in excess of specified limits;

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

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

* other specified circumstances.

We make no attempt to provide  more than  general  information  about use of the
certificates 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  certificates  may
be subject to the terms and  conditions of the plans  themselves,  regardless of
the terms and  conditions of the  certificate  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  certificates.  Owners are
responsible  for  determining  that   contributions,   distributions  and  other
transactions with respect to the certificates satisfy applicable law. Purchasers
of  certificates  for use with any  retirement  plan should  consult their legal
counsel and tax adviser regarding the suitability of the certificate.

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

1. reaches age 701/2; or

2. retires and distribution is made in a specified manner.

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

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

Qualified Pension and Profit Sharing Plans

Code Section 401(a) permits  employers to establish  various types of retirement
plans for  employees.  Such  retirement  plans may  permit the  purchase  of the
certificate  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  certificate  is assigned or transferred to any individual as a means to
provide benefits payments. If you are purchasing a certificate for use with such
plans,  you should  seek  competent  advice  regarding  the  suitability  of the
proposed  plan  documents  and the  certificate  to their  specific  needs.  The
certificate  is designed  to invest  retirement  savings  and not to  distribute
retirement benefits.

Individual Retirement Annuities,
Simplified Employee Plans and Roth
IRAs

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

A contributory  IRA is a certificate  in which initial and  subsequent  purchase
payments  are  subject to  limitations  imposed by the Code.  Code  Section  408
permits eligible  individuals to contribute to an individual  retirement program
known as an individual retirement annuity or individual retirement account, each
hereinafter  referred  to as an IRA.  Also,  distributions  from  certain  other
qualified plans may be rolled over, or transferred on a tax-deferred  basis into
an IRA described in Code Section 408.

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

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

Other  than  nondeductible  contributions,  amounts  in the IRA are  taxed  when
distributed from the IRA.  Distributions  before age 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 certificate for use with IRAs.

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

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

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

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

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

Purchasers should seek competent advice as to the suitability of the certificate
for use with Roth IRAs. The sale of a certificate  for use with an IRA,  SEP-IRA
or Roth  IRA may be  subject  to  special  disclosure  requirements  of the IRS.
Purchasers of these certificates will be provided with supplemental  information
required by the IRS or other appropriate  agency.  Such purchasers will have the
right to revoke their purchase within 7 days of the earlier of the establishment
of the IRA, SEP-IRA or Roth IRA or their purchase.

Tax Sheltered Annuities

Under Code Section  403(b),  payments made by public school  systems and certain
tax exempt  organizations to purchase annuity  contracts for their employees are
excludable   from  the  gross  income  of  the  employee,   subject  to  certain
limitations.  However,  these  payments  may be subject to Social  Security  and
Medicare (FICA) taxes.

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

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

* earnings on those contributions; or

* earnings in such years on amounts  held as of the last year  beginning  before
January 1, 1989.

Distribution  of  those  amounts  may only  occur  upon  death of the  employee,
attainment  of age 591/2,  separation  from  service,  disability,  or financial
hardship. In addition,  income attributable to elective contributions may not be
distributed in the case of hardship.

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

Restrictions under Qualified Certificates

Other restrictions may apply to the election,  commencement,  or distribution of
benefits under qualified certificates or under the terms of the plans in respect
of which qualified  certificates  are issued.  A qualified  certificate  will be
amended as necessary to conform to the requirements of the Code.

Possible Changes in Taxation

Legislation  has been  proposed in the past that,  if enacted,  would  adversely
modify the federal taxation of certain insurance and annuity  certificates.  For
example,  one proposal  would tax  transfers  among  investment  options and tax
exchanges  involving variable  certificates.  A second proposal would reduce the
investment  in the  certificate  under  cash value life  insurance  and  certain
annuity certificates 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 certificates could be changed by legislation or other means. Moreover, it is
also possible that any change could be retroactive,  that is,  effective  before
the date of the  change.  You  should  consult a tax  adviser  with  respect  to
legislative developments and their effect on the certificate.

Other Tax Consequences

As noted above, the foregoing  discussion of the federal income tax consequences
is not  exhaustive  and special  rules are  provided  with  respect to other tax
situations  not discussed in this  prospectus.  Further,  the federal income tax
consequences  discussed herein reflect our  understanding of current law and the
law may change.  Federal  gift and estate tax  consequences  and state and local
estate,  inheritance,  and other tax  consequences  of  ownership  or receipt of
distributions  under the certificate  depend on the individual  circumstances of
each owner or recipient of the  distribution.  A competent tax adviser should be
consulted for further information.

YEAR 2000 ISSUE

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

Regarding our systems and software that administer the certificates,  we believe
that our own internal systems will be Year 2000 ready. Additionally,  we require
any third party vendor that supplies software or  administrative  services to us
in connection with the certificate administration, to certify that such software
and/or services will be Year 2000 ready.

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

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

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

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

LEGAL PROCEEDINGS

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

LEGAL MATTERS

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





ACCOUNTANTS AND FINANCIAL
STATEMENTS

The consolidated  financial  statements of Transamerica at December 31, 1998 and
1997, and for each of the three years in the period ended December 31, 1998, and
and the financial  statements of Separate  Account  VA-2LNY at December 31, 1998
and for each of the  three  years in the  period  then  ended  appearing  in the
Statement  of  Additional  Information  have been  audited by Ernst & Young LLP,
Independent  Auditors,  as set forth in their reports appearing in the Statement
of Additional Information. The financial statements audited by Ernst & Young LLP
have been  included in reliance  upon such reports  given upon the  authority of
such firm experts in accounting and auditing.

VOTING RIGHTS

To the extent  required by  applicable  law,  all  portfolio  shares held in the
variable   account  will  be  voted  by  Transamerica  at  regular  and  special
shareholder  meetings of the respective  funds in accordance  with  instructions
received from persons having voting interests in the corresponding  sub-account.
If, however, the 1940 Act or any regulation  thereunder should be amended, or if
the present interpretation thereof should change, or if Transamerica  determines
that it is allowed to vote all portfolio  shares in its own right,  Transamerica
may elect to do so.

The person with the voting interest is the owner.  The number of votes which are
available to an owner will be calculated  separately for each sub-account of the
variable  account.  Before the annuity  date,  that number will be determined by
applying his or her percentage interest, if any, in a particular  sub-account to
the total number of votes  attributable to that  sub-account.  The owner holds a
voting interest in each sub-account to which the certificate value is allocated.
After the annuity date,  the number of votes  decreases as annuity  payments are
made and as the reserves for the certificate decrease.

The number of votes of a portfolio will be determined as of the date  coincident
with  the  date  established  by that  portfolio  for  determining  shareholders
eligible  to vote at the  meeting  of the  funds.  Voting  instructions  will be
solicited  by written  communication  before  such  meeting in  accordance  with
procedures established by the respective funds.

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

Each person or entity  having a voting  interest in a  sub-account  will receive
proxy  material,   reports  and  other  material  relating  to  the  appropriate
portfolio.  It should be noted  that the funds are not  required  to, and do not
intend to, hold annual or other regular meetings of shareholders.

AVAILABLE INFORMATION

Transamerica has filed a registration statement with the Securities and Exchange
Commission under the Securities Act of 1933 relating to the certificate  offered
by this prospectus. This prospectus has been filed as a part of the registration
statement  and  does  not  contain  all  of the  information  set  forth  in the
registration  statement and exhibits  thereto.  Reference is hereby made to such
Registration   Statement  and  exhibits  for  further  information  relating  to
Transamerica and the certificate.

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


STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

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

TABLE OF CONTENTS

Page
The  Certificate  (page 22) 3 Dollar Cost  Averaging  (page 25) 3 Net Investment
Factor 3 Annuity  Period  (page 34) 4  Variable  Annuity  Units and  Payments  4
Variable  Annuity  Unit  Value 4  Transfers  After  the  Annuity  Date 4 General
Provisions 4 IRS Required  Distributions 4  Non-Participating  4 Misstatement of
Age or Sex 5 Proof of  Existence  and Age 5  Assignment  5 Annuity Data 5 Annual
Report 5  Incontestability  5  Ownership 5 Entire  Certificate  5 Changes In the
Certificate  5  Protection  of  Benefits  6 Delay  of  Payments  6  Notices  and
Directions 6 Calculations of Yields and Total Returns 6 Money Market Sub-Account
Yield Calculation 6 Other Sub-Account Yield  Calculations 7 Average Total Return
Calculations 8 Adjusted  Historical  Performance Data 8 Other Performance Data 8
Historical  Performance  Data 9 General  Limitations 9 Money Market  Sub-Account
Yields 9 Sub-Account Performance Figures Including Adjusted Historical
   Performance

9
      Since Commencement of the Sub-Accounts
9
      Since Commencement of the Portfolios
11
Federal Tax Matters (page 39)
13
Taxation of Transamerica
14
Tax Status of the Certificates
14
Distribution of the Certificate (page 34)
15
Safekeeping of Account Assets
15 Transamerica (page 14) 15 General Information and History 15 State Regulation
16 Records and Reports 16 Financial Statements 16 Appendix 17
     Accumulation Transfer Formula
17


Appendix A

Example of Variable Accumulation Unit Value Calculations

Suppose the net asset  value per share of a portfolio  at the end of the current
valuation period is $20.15;  at the end of the immediately  preceding  valuation
period it was $20.10;  the  valuation  period is one day;  and no  dividends  or
distributions  caused  the  portfolio  to  go  ex-dividend  during  the  current
valuation period. $20.15 divided by $20.10 is 1.002488.  Subtracting the one day
risk factor for mortality and expense risk charge and the administrative expense
charge of .003814% (the daily  equivalent  of the current  charge of 1.40% on an
annual  basis) gives a net  investment  factor of 1.002449.  If the value of the
variable  accumulation unit for the immediately  preceding  valuation period had
been 15.500000,  the value for the current  valuation  period would be 15.537966
(15.5 x 1.002449).

Example of Variable Annuity Unit Value Calculations

Suppose  the  circumstances  of the  first  example  exist,  and the  value of a
variable  annuity unit for the immediately  preceding  valuation period had been
13.500000.  If the first  variable  annuity  payment is  determined  by using an
annuity  payment based on an assumed  interest rate of 4% per year, the value of
the variable  annuity unit for the current  valuation  period would be 13.531613
(13.5 x 1.002449,  which is the Net Investment  Factor x 0.999893).  0.999893 is
the factor, for a one day valuation period, that neutralizes the assumed rate of
four percent (4%) per year used to establish the variable annuity rates found in
the certificate.

Example of Variable Annuity Payment Calculations

Suppose  that the  account is  currently  credited  with  3,200.000000  variable
accumulation units of a particular  sub-account.  Also suppose that the variable
accumulation  unit value and the variable  annuity unit value for the particular
sub-account for the valuation period which ends immediately  preceding the first
day of the month is 15.500000 and 13.500000 respectively,  and that the variable
annuity rate for the age and option elected is $5.73 per $1,000.

Then the first variable annuity payment would be:

        3.200 x 15.5 x 5.73 divided by 1,000 = $284.21,

and the number of variable annuity units credited for future payments would be:

               284.21 divided by 13.5 = 21.052444.

For the second monthly payment,  suppose that the variable annuity unit value on
the 10th day of the second month is 13.565712.  Then the second variable annuity
payment would be $285.59 (21.052444 x 13.565712).





















Appendix B

CONDENSED FINANCIAL INFORMATION

The  following  condensed  financial  information  is derived from the financial
statements of the variable account.  The data should be read in conjunction with
the  financial  statements,  related  notes,  and  other  financial  information
included in the Statement of Additional Information.

The following table sets forth certain  information  regarding the  sub-accounts
for the period from  commencement  of  business  operations  of the  sub-account
through December 31, 1998. The variable  accumulation unit values and the number
of variable  accumulation units outstanding for each sub-account for the periods
shown are as follows:


<PAGE>

<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)
Accumulation Unit Value
<S>                          <C>            <C>            <C>            <C>           <C>
    at Beginning of Period   $1.021         $12.797        $13.225        $12.310       $39.620
Accumulation Unit Value
    at End of Period       $1.018        $12.861         $13.373        $12.445        $37.702
Number of Accumulation
    Units Outstanding
    at End of Period   2,678,280.492   167,686.797     137,252.898    86,752.856     138,557.449

                                       Capital Appreciation  Stock IndexSocially Responsible
                                            Sub-Account      Sub-Account     Sub-Account
                                            (Inception-      (Inception      (Inception-
                                              4/5/93           1/4/93          10/7/93
Accumulation Unit Value at
   Beginning of Period                         $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)  (Inception 5/1/96)
Accumulation Unit Value
    at Beginning of Period    $10.00              $10.00              $10.00
Accumulation Unit Value
    at End of Period          $10.244             $11.776             $10.772
Number of Accumulation
    Units Outstanding
    at End of Period        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



                                                                                    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


                         Year Ending December 31, 1998
_________________________________________________________________________________________________________

                           Money              Special        Zero Coupon         Quality
                          Market               Value            2000              Bond           Small Cap
                        Sub-Account         Sub-Account      Sub-Account       Sub-Account      Sub-Account
Accumulation Unit Value
    at Beginning of Period  4 $1.175           $14.185           $15.736          $15.260             $67.668
Accumulation Unit Value
    at End of Period       $1.22              $16.19           $16.65            $15.88           $64.44
Number of Accumulation
    Units Outstanding
    at End of Period  17,914,765.700       1,081,841.670     501,871.997      1,282,534.621     949,334.076


                                                                                                    International
                     Capital Appreciation   Stock Index Socially Responsible    Growth and Income      Equity
                          Sub-Account       Sub-Account      Sub-Account           Sub-Account       Sub-Account
Accumulation Unit Value
    at Beginning of Period  $27.532           $35.128          $26.879               $26.509           $15.422
Accumulation Unit Value
    at End of Period        $35.36            $44.42           $34.30                $29.23            $15.89
Number of Accumulation
    Units Outstanding
    at End of Period     2,358,609.519     1,117,569.153     346,500.316          2,071,117.603      431,892.273




                                                                                    Limited Term
                       International Value   Disciplined Stock  Small Company Stock  High Income       Balanced
                            Sub-Account         Sub-Account         Sub-Account      Sub-Account      Sub-Account
Accumulation Unit Value
    at Beginning of Period    $10.982             $15.272             $12.935         $10.852           $11.738
Accumulation Unit Value
    at End of Period          $11.78              $19.09              $11.99          $10.73            $14.16
Number of Accumulation
    Units Outstanding
    at End of Period        240,526.824        2,262,990.153        582,290.495     1,308,425.217     857,333.328


                       Transamerica Growth      Cash Value         MidCap Stock
                            Sub-Account         Sub-Account         Sub-Account
                        (Inception 5/1/98)  (Inception 5/1/98)  (Inception 5/1/98)
Accumulation Unit Value
    at Beginning of Period    N/A                 N/A                 N/A
Accumulation Unit Value
    at End of Period        $11.35               $9.29               $9.63
Number of Accumulation
    Units Outstanding
    at End of Period      337,225.242         32,398.128          221,581.308
</TABLE>


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

<PAGE>









Appendix C


DEFINITIONS

Active  Sub-Account:  A  sub-account  of  the  variable  account  in  which  the
certificate 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 certificate has been issued,  except upon
the  annuitant's  death before the annuity date if a  contingent  annuitant  has
previously  been named. In the case of a qualified  certificate  used to fund an
IRA or a 403(b) annuity, the owner must be the annuitant.

Annuitant's  Beneficiary:  The  person  or  persons  named by the  owner who may
receive the death  benefit under the  certificate,  if: (a) the annuitant is not
the owner, there is no named contingent  annuitant and the annuitant dies before
the  annuity  date and  before  the  death of the  owner or  owners;  or (b) the
annuitant dies after the annuity date under an annuity form  containing a period
certain option.

Annuity Date: The date on which the annuity  purchase  amount will be applied to
provide  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  certificate,  the  annuity  date  will be as  shown  in the
certificate.  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 certificate  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
certificate. The annuity purchase amount is equal to the certificate value, less
any applicable  contingent  deferred sales load, and less any applicable premium
taxes. In determining the annuity purchase amount,  we will waive the contingent
deferred  sales load if the annuity form  involves  life  contingencies  and the
annuity date occurs on or after the third certificate 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  certificate is
surrendered on or before the annuity date. The cash surrender  value is equal to
the certificate value, less the certificate fee, less any applicable  contingent
deferred sales load, and less applicable premium taxes.

Certificate Anniversary:  The same month and day as the certificate date in each
calendar year after the calendar year in which the certificate date occurs.

Certificate  Date:  The  effective  date  of the  certificate  as  shown  on the
certificate.

Certificate  Value:  The sum of the fixed  accumulated  value plus the  variable
accumulated value.

Certificate  Year: The 12-month period from the certificate date and ending with
the day before the first  certificate  anniversary  and each twelve month period
thereafter.  The first  certificate  year for any  particular net premium is the
certificate year in which the premium is received by our service center.

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 certificate
if the annuitant dies after the annuity date under an annuity form  containing a
contingent annuity option. A contingent  annuitant may be designated only if the
owner is not also the annuitant.  The contingent annuitant may be changed at any
time by the owner while the annuitant is living and before the annuity date.

Contingent  Deferred  Sales Load:  A charge  equal to a  percentage  of premiums
withdrawn  from  the  certificate  that are  less  than  seven  years  old.  See
Contingent  Deferred  Sales  Load/Surrender  Charge on page 35 for the  specific
percentages.

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 certificate before the annuity date. The fixed accumulated
value  before the annuity  date is equal to: (a) net  premiums  allocated to the
fixed  account  plus  interest  credited;  less (b)  reductions  for the  annual
certificate fee deducted on the last business day of each certificate 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  certificate,  during  which the owner has the right to
cancel the certificate.

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
certificate 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  Certificate:  A certificate  that does not receive  favorable tax
treatment under the Code.

Owner or Joint  Owners:  The person or persons who,  while  living,  control all
rights and benefits  under the  certificate.  Joint  owners own the  certificate
equally with the right of survivorship.  The right of survivorship means that if
a joint owner dies,  his or her  interest  in the  certificate  will pass to the
surviving joint owner in accordance with the death benefit provision.  Qualified
certificates may not have joint owners.

Owner's Beneficiary:  The person who becomes the owner of the certificate if the
owner dies. If the certificate has joint owners,  the surviving joint owner will
be the owner's beneficiary.

Payee:  The person who receives the annuity payments after the annuity date. The
payee will be the annuitant, unless otherwise changed by the owner.

Portfolio:  Dreyfus Stock Index Fund, The Dreyfus  Socially  Responsible  Growth
Fund, Inc., or any one of the series of Dreyfus Variable  Investment Fund or any
one of the portfolios of Dreyfus  Investment  Portfolios or the Growth Portfolio
of Transamerica  Variable Insurance Fund, Inc.,  underlying a sub-account of the
variable account.

Proof of Death: May be: (a) a copy of a certified death certificate;  (b) a copy
of a certified decree of a court of competent  jurisdiction as to the finding of
death; (c) a written statement by a medical doctor who attended the deceased; or
(d) any other proof satisfactory to us.

Qualified Certificate: A certificate issued in connection with a retirement plan
or program.

Receipt: Receipt and acceptance by us at our service center.

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

Service  Center:  Transamerica's  Annuity  Service  Center,  at P.O.  Box 31728,
Charlotte, North Carolina 28231-1728 and at telephone (800) 258-4261.

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

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

Surrender Charge: See Contingent Deferred Sales Load.

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

Valuation  Period:  The time interval  between the closing of the New York Stock
Exchange on consecutive valuation days.

Variable Account:  Separate Account VA-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  certificate
before the annuity date. The variable  accumulated value before 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
certificate fee deducted on the last business day of each certificate 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 certificate
value before the annuity date. The value of a variable  accumulation unit varies
with each sub-account.

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

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

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

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








Appendix D

Transamerica Life Insurance Company of New York

DISCLOSURE STATEMENT
for Individual Retirement Annuities

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

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

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

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

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

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

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

Revocation of Your IRA or Roth IRA

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

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

Definitions

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

Contributions - Purchase payments paid to your contract.

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

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

Regular Contributions - In General

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

IRA PART I: TRADITIONAL IRAs

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

1. Contributions

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

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

1. $2,000; or

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

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

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

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

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

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

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

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

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

2. is at least age 21; and

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

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

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

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

2. Deductibility of Contributions for a Regular IRA

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

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

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

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

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

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

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


        Married Filing Jointly  Unmarried

        Taxable Threshold       Taxable Threshold
        Year    Level   Year    Level

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



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

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

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

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

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

3. Nondeductible Contributions to Regular IRAs

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

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

4. Distributions

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

a) distributions begin when required;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Remaining nondeductible contributions

    Divided by

Year-end total adjusted Traditional IRA balances

    Multiplied by

    Total distributions
    for the year

    Equals:

    Nontaxable distributions
    for the year

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

Even if you withdraw all of the assets in your  Traditional  IRAs in a lump sum,
you  will  not be  entitled  to use any form of lump  sum  treatment  or  income
averaging  to reduce the  federal  income  tax on your  distribution.  Also,  no
portion  of  your  distribution  qualifies  as a  capital  gain.  Moreover,  any
distribution  made  before you reach age 591/2,  may be subject to a 10% penalty
tax on early  distributions,  as indicated below.  (c)  Withholding.  Unless you
elect not to have  withholding  apply,  federal income tax will be withheld from
your  Traditional  IRA  distributions.  If you  receive  distributions  under  a
settlement  option, tax will be withheld in the same manner as taxes withheld on
wages, calculated as if you were married and claim three withholding allowances.
If you are receiving any other type of distribution, tax will be withheld in the
amount  of 10%  of the  distribution.  If  payments  are  delivered  to  foreign
countries,  federal income,  tax will generally be withheld at a 10% rate unless
you certify to Transamerica  that you are not a U. S. citizen residing abroad or
a tax avoidance  expatriate  as defined in Code Section 877. Such  certification
may result in mandatory withholding of federal income taxes at a different rate.

5. Penalty Taxes

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

However,  if you  withdraw  the excess  contribution,  plus any  earnings on it,
before  the due date for  filing  your  federal  income  tax  return,  including
extensions, for the taxable year in which you made the excess contribution,  the
excess contribution will not be subject to the 6% penalty tax. The amount of the
excess contribution withdrawn will not be considered an early distribution,  nor
otherwise be  includible  in your gross income if you have not taken a deduction
for the excess amount.

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

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

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

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

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

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

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

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

IRA PART II: ROTH IRAs

1. Contributions

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

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

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

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

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

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

2. Deductibility of Contributions

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

3. Contribution Limits

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

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

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

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

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

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

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

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

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

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

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

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

4. Recharacterization of IRA
Contributions

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

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

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

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

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

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

5. Distributions

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

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

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

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

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

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

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

In any  event,  since  the  purpose  of a Roth IRA is to  accumulate  funds  for
retirement, your receipt or use of Roth IRA earnings before you attain age 591/2
, or within 5 years of your  first  contribution  to the Roth IRA,  including  a
contribution rolled over,  transferred or converted from a Traditional IRA, will
generally be treated as an early distribution  subject to regular income tax and
to the 10% penalty tax described below in Section 6(b).

No income tax will apply to earnings  that are  withdrawn  before you attain age
591/2,  but which are withdrawn five or more years after the first  contribution
to the Roth IRA,  including a rollover or transfer  contribution  or  conversion
from a Traditional IRA, where the withdrawal is made:

a) upon your death or disability;  or

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

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

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

6. Penalty Taxes

(a) Excess  Contributions.  If at the end of any taxable year your total regular
Roth IRA contributions,  other than rollovers, transfers or conversions,  exceed
the  maximum  allowable   contributions  for  that  year,  taking  into  account
Traditional IRA contributions, the excess contribution amount will be subject to
a nondeductible  6% excise penalty tax. Such penalty tax cannot exceed 6% of the
value of your Roth IRAs at the end of such year.  However,  if you  withdraw the
excess  contribution,  plus any  earnings on it,  before the due date for filing
your federal income tax return,  including  extensions,  for the taxable year in
which you made the  excess  contribution,  the excess  contribution  will not be
subject to the 6% penalty tax. The amount of the excess  contribution  withdrawn
will not be considered an early distribution, but the earnings withdrawn will be
taxable  income  to you  and may be  subject  to the 10%  penalty  tax on  early
distributions. Alternatively, excess contributions for one year may be withdrawn
in a later year or may be carried forward as Roth IRA  contributions  in a later
year to the extent that the excess,  when  aggregated with your regular Roth IRA
contributions,  if any,  for the  subsequent  year,  does not exceed the maximum
allowable  contribution  for that  year.  The 6% excise  tax will be  imposed on
excess  contributions  in each subsequent year they are neither  returned to you
nor applied as permissible regular Roth IRA contributions for such year.

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

The 10% penalty tax also will not apply to an early distribution made to pay for
certain  qualifying  first-time  homebuyer  expenses  for you or certain  family
members,  or for certain qualifying higher education expenses for you or certain
family members.  First-time  homebuyer  expenses must be paid within 120 days of
the  distribution  from the Roth IRA and  include  up to $10,000 of the costs of
acquiring,  constructing, or reconstructing a principle residence, including any
usual or  reasonable  settlement,  financing  or  other  closing  costs.  Higher
education  expenses  include  tuition,  fees,  books,  supplies,  and  equipment
required  for  enrollment,  attendance,  and room and board at a  post-secondary
educational institution.  There is also a separate 5-year recapture rule for the
10%  penalty  tax in the case of a Roth IRA  distribution  made before age 591/2
that is made within 5 years after a conversion or rollover  contribution  from a
Traditional  IRA.  This  recapture  rule  exists  because  such a prior Roth IRA
contribution  avoided the 10%  penalty tax when it was rolled over or  converted
from the  Traditional  IRA.  Under  this  5-year  recapture  rule,  any Roth IRA
distribution  made before age 591/2 that is  attributable  to any  conversion or
rollover contribution from a Traditional IRA made within the previous 5 years to
any of the individual's  Roth IRAs is generally  subject to the 10% penalty tax,
and its  exceptions,  to the extent  that such prior Roth IRA  contribution  was
subject to ordinary tax upon the  conversion  or rollover,  even if the Roth IRA
distribution is otherwise tax-free.

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

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

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

IRA PART III: OTHER INFORMATION

(1) Federal Estate and Gift Taxes

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

(2) Tax Reporting

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

(3) Vesting

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

(4) Exclusive Benefit

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

(5) IRS Publication 590

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













4


1


54



                                                        18


                     STATEMENT OF ADDITIONAL INFORMATION FOR

                      DREYFUS/TRANSAMERICA TRIPLE ADVANTAGE
                          VARIABLE ANNUITY CERTIFICATE

                            Separate Account VA-2LNY

                                    Issued By
                 Transamerica Life Insurance Company of New York



         The Statement of Additional Information expands upon subjects discussed
in the May 1, 1999,  prospectus for the  Dreyfus/Transamerica  Triple  Advantage
Variable  Annuity  Certificate   ("certificate")  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, 1999, 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 certificate 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 certificate.

                                Dated May 1, 1999





<PAGE>
<TABLE>
<CAPTION>


TABLE OF CONTENTS                                                                       Page
<S>                   <C>                                                                                <C>
THE CERTIFICATE (page 22).................................................................................3
DOLLAR COST AVERAGING (page 25)...........................................................................3
NET INVESTMENT FACTOR.....................................................................................3
ANNUITY PERIOD (page 34)..................................................................................4
       Variable Annuity Units and Payments................................................................4
       Variable Annuity Unit Value........................................................................4
       Transfers After the Annuity Date...................................................................4
GENERAL PROVISIONS........................................................................................4
       IRS Required Distributions.........................................................................4
       Non-Participating..................................................................................4
       Misstatement of Age or Sex.........................................................................5
       Proof of Existence and Age.........................................................................5
       Assignment.........................................................................................5
       Annuity Data.......................................................................................5
       Annual Report......................................................................................5
       Incontestability...................................................................................5
       Ownership..........................................................................................5
       Entire Contract....................................................................................5
       Changes in the Certificate.........................................................................5
       Protection of Benefits.............................................................................6
       Delay of Payments..................................................................................6
       Notices and Directions.............................................................................6
CALCULATION OF YIELDS AND TOTAL RETURNS...................................................................6
       Money Market Sub-Account Yield Calculation.........................................................6
       Other Sub-Account Yield Calculations...............................................................7
       Average Total Return Calculations..................................................................8
       Adjusted Historical Performance Data...............................................................8
       Other Performance Data.............................................................................8
HISTORICAL PERFORMANCE DATA...............................................................................9
       General Limitations................................................................................9
       Money Market Sub-Account Yield.....................................................................9
       Sub-Account Performance Figures....................................................................9
         Since Commencment of the Sub-Accounts............................................................9
         Since Commencement of the Portfolios.............................................................11
FEDERAL TAX MATTERS (page 39).............................................................................13
       Taxation of Transamerica...........................................................................14
       Tax Status of the Certificates.....................................................................14
DISTRIBUTION OF THE CERTIFICATE (page 33).................................................................15
SAFEKEEPING OF ACCOUNT ASSETS.............................................................................15
TRANSAMERICA (page 14)....................................................................................15
       General Information and History....................................................................15
STATE REGULATION..........................................................................................16
RECORDS AND REPORTS.......................................................................................16
FINANCIAL STATEMENTS......................................................................................16
APPENDIX..................................................................................................17
       Accumulation Transfer Formula......................................................................17
</TABLE>

(Additional page references refer to the current prospectus.)


<PAGE>


THE CERTIFICATE

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

DOLLAR COST AVERAGING

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

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

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

     (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 us, is made by you
before to the end of the 10 day period,  we reserve  the right to  transfer  the
value of the receiving  sub-account(s)  back into the source  account from which
the automatic  transfers  were made.  Transfers made as a result of (a), (b), or
(d) above will not be counted for purposes of the eighteen  free  transfers  per
certificate 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 we may  determine,  as of the end of the valuation  period,
           for taxes.

       Where (b) is

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

       Where (c) is

           The daily charge of 0.003403%  (1.25% annually) for the mortality and
           expense  risk  charge  under  the  certificate  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  certificate  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,  you 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 certificate is intended to qualify as an annuity contract for federal
income tax purposes.  All provisions in the  certificate  will be interpreted to
maintain such tax  qualification.  We may make changes in order to maintain this
qualification or to conform the certificate to any applicable changes in the tax
qualification requirements.  We will provide you with a copy of any changes made
to the certificate.  If any owner under a non-qualified  certificate dies before
the entire interest in the certificate is distributed,  the value generally must
be distributed to the designated  beneficiary so that the certificate  qualifies
as an annuity under the Code. (See "Federal Tax Matters" page 39.)

  Non-Participating

       The certificates are non-participating.  No dividends are payable and the
certificates 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 certificate will be
whatever the annuity  purchase amount applied on the annuity date would purchase
on the basis of the correct age or sex of the annuitant  and/or other  measuring
life.  Any  overpayments  or  underpayments  by  us  as a  result  of  any  such
misstatement  may be  respectively  charged  against or  credited to the annuity
payment or 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 certificate,  we may require proof of
the existence  and/or proof of the age of the  annuitant or any other  measuring
life, or any other  information  deemed  necessary in order to provide  benefits
under the certificate.

Assignment

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

Annuity Data

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

Annual Report

       At least once each  certificate  year prior to the annuity date, you will
be given a report  of the  current  certificate  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 certificates are incontestable from the certificate date.

Ownership

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

Entire Contract

       We have issued the  certificate  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  certificate  and  along  with  the  certificate
constitutes  the entire  contract.  All  statements  made by you are  considered
representations and not warranties.  We will not use any statement in defense of
a claim unless it is made in the  application  and a copy of the  application is
attached to the certificate when issued.

Changes in the Certificate

       Only two of our authorized officers,  acting together, have the authority
to bind  Transamerica  or to make any change in the certificate and then only in
writing. We will not be bound by any promise or representation made by any other
persons.
       We may not change or amend the certificate,  except as expressly provided
in the certificate,  without your consent.  However,  we may change or amend the
certificate  if such change or  amendment is necessary  for the  certificate  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  certificate  will be  subject  to any claim or  process of law by any
creditor.

Delay of Payments

       Payment of any cash  withdrawal  or lump sum death  benefit  due from the
variable account will occur within seven days from the date the election becomes
effective,  except that we may be permitted to postpone such payment 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 certificate
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.

       We may delay payment of any withdrawal from th fixed account for a period
of not more than six months after we receive the request for such withdrawal. we
delay  payment for more than 30 days,  we will pay  interest  on the  withdrawal
amount  up to the  date  of  payment.  (See  "Cash  Withdrawals"  page 26 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 us, and received
at our service center.

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

CALCULATION OF YIELDS AND TOTAL RETURNS

Money Market Sub-Account Yield Calculation

       In accordance with regulations adopted by the Commission, we are required
to  compute  the  Money  Market  Sub-Account's  current  annualized  yield for a
seven-day period in a manner which does not take into consideration any realized
or  unrealized  gains or losses on shares of the Money  Market  Series or on its
portfolio  securities.  This current annualized yield is computed by determining
the net change (exclusive of realized gains and losses on the sale of securities
and unrealized  appreciation  and  depreciation)  in the value of a hypothetical
account having a balance of one unit of the Money Market  Sub-Account and income
other than investment income at the beginning of such seven-day period, dividing
such net  change  in  certificate  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  certificate  value reflects the
deductions  for the annual  certificate  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 us to disclose the  effective  yield of the
Money  Market  Sub-Account  for  the  same  seven-day  period,  determined  on a
compounded   basis.  The  effective  yield  is  calculated  by  compounding  the
unannualized base period return by adding one to the base period return, raising
the sum to a power  equal  to 365  divided  by 7, and  subtracting  one from the
result.

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

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

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

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

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

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

           d = the maximum offering price per variable  accumulation 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 certificates.  The yield calculations do not reflect the
effect  of any  contingent  deferred  sales  load  that may be  applicable  to a
particular  certificate.  Contingent  deferred sales load range from 6% to 0% of
the amount of certificate  value  withdrawn  depending on the elapsed time since
the receipt of each premium attributable to the portion of the certificate 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.






<PAGE>


Average Total Return Calculations

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

         P{1+T}n = ERV

       Where:

         P = a hypothetical initial payment of $1,000

         T = average annual total return

         n = number of years

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

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

Adjusted Historical Performance Data

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

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

Other Performance Data

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

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

         CTR = {ERV/P} - 1

       Where:

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

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

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

HISTORICAL PERFORMANCE DATA

General Limitations

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

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

Money Market Sub-Account Yields

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

Sub-Account Performance Figures Including Adjusted Historical Performance

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

Since Commencement of the Sub-Accounts

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

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

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

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

- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
                                                                                                    For the period
                                                                                                         from
                                                                                                    commencement of
SUB-ACCOUNT (date of                       For the 1-year     For the 3-year     For the 5-year       sub-account
commencement of operation of               period ending       period ending      period ending      operations to
sub-account)                                  12/31/98           12/31/98           12/31/98           12/31/98
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Money Market (1/4/93)                          3.59%               3.59%               N/A               3.27%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Special Value (1/4/93)                         14.02%              9.29%               N/A               8.04%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Zero Coupon 2000 (1/4/93)                      -5.71%              4.07%               N/A               5.88%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Quality Bond (1/4/93)                          3.96%               4.44%               N/A               6.34%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Cap (1/4/93)                             4.86%               8.01%               N/A              19.92%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Capital Appreciation (4/5/93)                  28.34%             25.75%             21.80%             19.84%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Stock Index (1/4/93)                           26.37%             25.66%               N/A              19.35%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Socially Responsible (10/7/93)                 27.52%             24.32%             20.75%             21.20%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Growth and Income (12/15/94)                   10.19%             14.41%               N/A              24.19%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Equity (12/15/94)                2.97%               6.90%               N/A               6.83%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
International Value (5/1/96)                   7.16%                N/A                N/A               6.27%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Disciplined Stock (5/1/96)                     24.90%               N/A                N/A              27.34%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Small Company Stock (5/1/96)                   -7.35%               N/A                N/A               7.00%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Balanced (5/1/97)                              20.57%               N/A                N/A              28.12%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Limited Term High Income(5/1/97)               -1.17%               N/A                N/A               4.29%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Transamerica Growth (5/1/98)*                   N/A                 N/A                N/A              23.45%
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Core Value (5/1/98)                             N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
MidCap Stock (5/1/98)                           N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Growth (5/1/99)                       N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------
Founder's Passport (5/1/99)                     N/A                 N/A                N/A                N/A
- ---------------------------------------- ------------------- ------------------ ------------------ ------------------



<PAGE>


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

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

Since Commencement of the Portfolios

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

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

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

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

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



<PAGE>


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

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

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

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

FEDERAL TAX MATTERS

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



<PAGE>


Taxation of Transamerica

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

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

Tax Status of the Certificates

       Code  Section  817(h)   requires  that  with  respect  to   non-qualified
certificates,  the  investments  of the  funds be  "adequately  diversified"  in
accordance with Treasury regulations in order for the certificates 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 certificates may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate accounts used to support their  certificates.  In those  circumstances,
income and gains from the separate  account  assets would be  includible  in the
variable  certificate  owner's  gross  income.  The IRS has stated in  published
rulings  that a  variable  certificate  owner  will be  considered  the owner of
separate  account  assets  if  the  certificate  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
certificateholders  may direct  their  investments  to  particular  sub-accounts
without being treated as owners of the underlying assets."

       The ownership  rights under the certificate 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
certificate values.  These differences could result in an owner being treated as
the owner of a pro rata  portion  of the  assets  of the  variable  account.  In
addition,  we do not know  what  standards  will be set  forth,  if any,  in the
regulations  or rulings which the Treasury  Department  has stated it expects to
issue. we therefore  reserve the right to modify the certificate as necessary to
attempt to prevent an owner from being  considered the owner of a pro rata share
of the assets of the variable account.

       In order to be treated  as an annuity  contract  for  federal  income tax
purposes,  Code Section 72(s) requires any non-qualified  certificate to provide
that:  (a) if any owner dies on or after the annuity  date but prior to the time
the entire  interest in the  certificate  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
certificate 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
certificate  passes  by reason of death.  However,  if the  owner's  "designated
beneficiary" is the surviving  spouse of the deceased owner, the certificate may
be continued with the surviving spouse as the new owner.

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

DISTRIBUTION OF THE CERTIFICATE

       Transamerica   Securities   Sales   Corporation   ("TSSC")  is  principal
underwriter of the  certificates.  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 certificates through registered representatives who
are  licensed  to  sell  securities  and  variable  insurance  products.   These
agreements  provide that  applications  for the certificates 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 certificates.  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 certificates  will be sold by
broker/dealers which will receive compensation as described in the prospectus.

       The offering of the certificates is expected to be continuous and neither
TSSC nor TFR anticipate discontinuing the offering of the certificates. However,
TSSC and TFR reserve the right to discontinue the offering of the certificates.

       During fiscal year 1998,  $7,396,960 in commissions  were paid to TSSC as
underwriter of the certificates; no amounts were retained by TSSC. During fiscal
year 1998, no commissions  were paid to TFR as underwriter of the  certificates;
no amounts were retained by TFR.

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

       Title to assets of the  variable  account  is held by  Transamerica.  The
assets of the variable  account are kept separate and apart from  Transamerica'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

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

RECORDS AND REPORTS

       All  records  and  accounts  relating  to the  variable  account  will be
maintained by us or by our service center. 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 and for the period ended  December 31,
1998.

       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 certificates.  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 sccumulation 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>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

  (a)    Financial Statements

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

  (b)    Exhibits

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

    (2)  Not Applicable.

(3)  (a) Master Agreement among Transamerica  Occidental Life Insurance Company,
     First   Transamerica  Life  Insurance   Company,   Transamerica   Financial
     Resources,   Inc.,  Dreyfus  Service   Corporation,   and  Dreyfus  Service
     Organization, Inc.(4)

(b)  Principal  Agency  Agreement  between First  Transameric  a Life  Insurance
     Company and Dreyfus Service Organization, Inc.(3)

(c)  Distribution  Agreement  between First  Transamerica life Insurance Company
     and Dreyfus Service Corporation.(3)

(d)  Form of Sales Agreement among Dreyfus Service Corporation,  Dreyfus Service
     Organization,  Inc. and Broker-Dealers.(4) (e) Amendment Dated as of August
     31, 1993, to Master Agreement among Transamerica  Occidental Life Insurance
     Company, First Transamerica Life Insurance Company,  Transamerica Financial
     Resources,   Inc.,   Dreyfus   Service   Corporation  and  Dreyfus  Service
     Organization, Inc.

(5)  (f)  Amendment  Dated as of August 31, 1993 to Principal  Agency  Agreement
     between  First  Transamerica  Life  Insurance  Company and Dreyfus  Service
     Organization,  Inc.  (5) (g)  Amendment  Dated  as of  August  31,  1993 to
     Distribution  Agreement  between First  Transamerica Life Insurance Company
     and Dreyfus  Service  Corporation.  (5) (h) Form of Sales  Agreement  among
     Transamerica   Insurance   Securities   Sales   Corporation,   Transamerica
     Occidental  Life  Insurance  Company,  First  Transamerica  Life  Insurance
     Company and Broker/Dealers, dated August 24, 1994.(8)

(i)  Form of Sales  Agreement  between  Transamerica  Occidental  Life Insurance
     Company,   Transamerica   Life   Insurance  and  Annuity   Company,   First
     Transamerica  Life  Insurance  Company and  Transamerica  Securities  Sales
     Corporation.(8)

    (4)  Policy Form and Endorsements. (5)
                  (a)      Form of Flexible Premium Multi-Funded Individual
                                   Deferred Annuity Policy.
                  (b)      Form of IRA Endorsement.
                  (c)      Form of Automatic Payout Option Endorsement.
                  (d)      Form of Dollar Cost Averaging Option Endorsement.
                  (e)      Form of Systematic Withdrawal Option Endorsement.
                  (f)      Form of Unisex Annuity Rates Endorsement.
                  (g)      Form of Fixed Account Rider(9)

    (5) Form of Application. (5)

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

    (7) Not applicable.

(8)  (a)  Participation  Agreement  between First  Transamerica  Life  Insurance
     Company and Dreyfus Variable Investment Fund.(3)

(b)  Participation  Agreement between First  Transamerica Life Insurance Company
     and Dreyfus Life and Annuity Index Fund, Inc.(3)

(c)  Participation  Agreement between First  Transamerica Life Insurance Company
     and The Dreyfus Socially Responsible Growth Fund, Inc. (5)

(d)  Administrative  Services  Agreement (Draft) between First Transamerica Life
     Insurance Company and Vantage Computer Systems, Inc.(3)

(e)  Form of Participation Agreement between Transamerica Life Insurance Company
     of New York and Dreyfus  Investment  Services(9) (f) Form of  Participation
     Agreement  between  Transamerica  Variable  Insurance  Fund,   Transamerica
     Securities Sales Corporation and Transamerica Life Insurance Company of New
     York.(9)

    (9)           (a)      Opinion and Consent of Counsel.(7)

    (10)                   (a)      Consent of Counsel.(9)
         (b)      Consent of Independent Auditors .(9) (11)

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

    (12) Not applicable.

    (13) Performance Data Calculations.(5)

    (14) Not applicable.

    (15) Powers of Attorney.
         Alan T. Cunningham (8)(9)          Marc C. Abrahms (5)(9)
        Daniel E. Jund (7)(9)
         James T. Byrne, Jr. (5)(9)
         John A. Fibiger (2)(9)                      Thomas O'Neill
         James B. Roszak (2) (9)                     Robert Rubinstein
         Nooruddin S. Veerjee

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

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

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

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

(5)  Filed  with  Post-Effective  Amendment  No. 2 to the Form N-4  Registration
     Statement, File No. 33-55152 (April 29, 1994).

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

(7)  Filed  with  Post-Effective  Amendment  No. 5 to the Form N-4  Registration
     Statement File No. 33-55152 (April 26, 1996).

(8)  Filed  with  Post-Effective  Amendment  No. 6 to the Form N-4  Registration
     Statement File No. 33-55152 (April 28, 1997)

(9)  Filed  with  Post-Effective  Amendment  No. 7 to the Form N-4  Registration
     Statement File No. 33-55152 (April 28, 1998).

(10) Filed  with  Post-Effective  Amendment  No. 8 to the Form N-4  Registration
     Statement File No. 33-55152 (February 26, 1999).

(11)     Filed herewith.

<TABLE>
<CAPTION>

Item 25.  Directors and Officers of the Depositor

         Name and Principal
         Business Address  Position and Offices with Depositor
<S>    <C>                         <C>   <C>
         Nooruddin S. Veerjee               Director and Chairman
         James W. Dederer                   General Counsel
         Alan T. Cunningham                 Director and President
         Robert Rubinstein                  Director, Senior Vice President, Chief Actuary and Chief Operating
                                            Officer and Secretary
         Gary Rolle'                        Investment Officer
         Susan Silbert                      Investment Officer
         Nicki Bair FSA, MAAA               Vice President
         Roy Chong-Kit FSA, MAAA            Vice President
         Paul Hankowitz MD                  Vice President and Chief Medical Director
         Ken Kilbane                        Vice President
         William J. Lyons                   Vice President and Chief Underwriter
         Alexander Smith, Jr.               Vice President, Administration and Controller
         Kamran Haghighi            Tax Officer
         William M. Hurst           Assistant Secretary
         Timothy Weis                       Vice President
         Sally S. Yamada                    Treasurer
         Marc C. Abrahms            Director
         James T. Byrne, Jr.                Director
         John A. Fibiger                    Director
         Daniel E. Jund                     Director
         Thomas O'Neill                     Director
         James B. Roszak                    Director


</TABLE>




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

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



<PAGE>


         TRANSAMERICA CORPORATION AND SUBSIDIARIES
                     WITH STATE OR COUNTRY OF INCORPORATION


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



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




<PAGE>


Item 27. Number of Policy Owners


     As of June 30 , 1999,  there were 4402 Owners of  Non-Qualified  Individual
Policies and 2673 Owners of Qualified Individual Policies.


Item 28.  Indemnification

         Transamerica's Bylaws provide in Article VIII as follows:

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

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

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

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

         Section 2. Advancement of Expenses.  Except in the case of a Proceeding
against a director,  officer, or other person specifically approved by the Board
of Directors,  the Corporation shall,  subject to Section 1 of this Article VIII
above, pay expenses  actually and reasonably  incurred by or on behalf of such a
person in defending any  Proceeding in advance of the final  disposition of such
Proceeding.   Such  payments   shall  be  made  promptly  upon  receipt  by  the
Corporation,  from time to time,  of a written  demand by such  person  for such
advancement,  together  with an  undertaking  by or on behalf of such  person to
repay any  expenses  so advanced  to the extent  that the person  receiving  the
advancement is ultimately found not to be entitled to  indemnification  for part
or all of such expenses.
         Section 3.  Rights Not  Exclusive.  The rights to  indemnification  and
advancement  of expenses  granted by or pursuant to this  Article VIII (i) shall
not limit or exclude, but shall be in addition to, any other rights which may be
granted by or pursuant to any statute,  corporate charter, by-law, resolution of
stockholders  or  directors  or  agreement,  (ii) shall be deemed to  constitute
contractual  obligations  of the  Corporation  to any  person  who  serves  in a
capacity  referred to in Section 1 of this  Article  VIII at any time while this
Article  VIII is in effect,  (iii)  shall  continue to exist after the repeal or
modification of this Article VIII with respect to events occurring prior thereto
and (iv)  shall  continue  as to a person  who has  ceased to be a  director  or
officer and shall inure to the benefit of the estate, spouse, heirs,  executors,
administrators  or assigns of such person. It is the intent of this Article VIII
to require the  Corporation to indemnify the persons  referred to herein for the
aforementioned judgments,  amounts paid in settlement,  and expenses,  including
attorneys'  fees, in each and every  circumstance in which such  indemnification
could  lawfully  be  permitted  by  express  provisions  of  by-laws,   and  the
indemnification  required  by this  Article  VIII  shall not be  limited  by the
absence of an express recital of such circumstances.

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

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

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

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

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

         The directors and officers of  Transamerica  Life Insurance  Company of
New York are covered  under a Directors  and Officers  liability  program  which
includes  direct  coverage  to  directors  and  officers  (Coverage  A) and  for
corporate   reimbursement   (Coverage   B)  to   reimburse   the   Company   for
indemnification  of its directors and officers.  Such directors and officers are
indemnified  for loss arising  from any covered  claim by reason of any Wrongful
Act in their  capacities  as directors  or  officers.  The term "loss" means any
amount which the insureds are legally  obligated to pay for a claim for Wrongful
Acts.  The term  "Wrongful  Acts"  means  any  breach of duty,  neglect,  error,
misstatement,  misleading  statement or omission  actually or allegedly  caused,
committed  or attempted by a director or officer  while acting  individually  or
collectively in their capacity as such, claimed against them solely by reason of
their being directors and officers.  The limit of liability under the program is
$95,000,000  for Coverage A and  $80,000,000  for Coverage B for the policy year
11/15/98 to  11/15/2000.  Coverage B is subject to a self  insured  retention of
$15,000,000.  The primary policy is with CNA Lloyds,  Gulf, Chubb and Travelers.
Item 29. Principal Underwriter

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

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


Nooruddin Veerjee Chairman and Director
Nicki Bair                 President and Director
Sandy Brown                Senior Vice President, Treasurer and Director
Roy Chong-Kit              Director
George Chuang              Vice President and Chief Financial Officer
Chris Shaw                 Vice President and Chief Compliance Officer
Jay Gould                  Vice President
Milan Konkol               Compliance Officer
Regina Fink                Secretary


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

NAME AND PRINCIPAL                          POSITION AND OFFICES WITH
BUSINESS ADDRESS*                           TRANSAMERICA FINANCIAL RESOURCES
Nooruddin S. Veerjee                        Chairman of the Board and Director

Regina M. Fink                              Secretary and Counsel


Monica Suryapranata                         Treasurer

Gilbert F. Cronin                           Director

James W. Dederer                            Director


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

Ronald F. Wagley                            Director

Kerry Rider                                 Vice President,
                                            Director of Compliance and
                                             Assistant Secretary

Susan Vivino                                Assistant Secretary

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

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


<PAGE>



Name of
Principal     Net Underwriting       Compensation on     Brokerage
Underwriter*Discounts & Commission     Redemption       Commissions Compensation
TSSC                 -0-                   -0-         $7,494,290.68      -0-
TFR                  -0-                   -0-           $3,131.97        -0-


<PAGE>




Item 30. Location and Accounts and Records

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

Item 31. Management Services

        All management contracts are discussed in Parts A or B.

Items 32. Undertakings

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

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

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

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



<PAGE>


                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, Transamerica
Life Insurance Company of New York certifies that this Post-Effective  Amendment
No.  10 to  the  Registration  Statement  meets  all  of  the  requirements  for
effectiveness  pursuant to Rule 485(b) under the  Securities Act of 1933 and has
duly caused this Post-Effective  Amendment No. 10 to the Registration  Statement
to be signed on its behalf by the undersigned in the City of Los Angeles,  State
of California on the 24th day of September , 1999.


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




                           BY:________________________
                                William M. Hurst
                                 Vice President


     As Required by the Securities Act of 1933,  this  Post-Effective  Amendment
No. 10 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.




<TABLE>
<CAPTION>

<PAGE>


Signature                               Title                                               Date


<S>                                <C>                                     <C>
_________________________*              Chairman and Director                  September 24, 1999
Nooruddin S. Veerjee

_________________________      *        President and Director                 September 24, 1999
Alan T. Cunningham

__________________________*             Senior Vice President,                 September 24, 1999
Robert Rubinstein                       Chief Actuary, Chief Operating

                                        Officer, Secretary and Director


__________________________*             Vice President - Administration        September 24, 1999
Alexander Smith                         and Controller

__________________________*             Director                               September 24, 1999
Marc C. Abrahms

_________________________*              Director                               September 24, 1999
James T. Byrne, Jr.

__________________________*             Director                               September 24, 1999
John Fibiger


___________________________*            Director                               September 24, 1999
James B. Roszak


___________________________*            Director                               September 24, 1999
Daniel E. Jund

_________________________*              Director                               September 24, 1999


Thomas P. O'Neill
</TABLE>


On September 24, 1999 as Attorney -in-Fact pursuant to powers of

attorney  previously  filed and filed herewith,  and in his own capacity as Vice
President. *By:William M. Hurst


<PAGE>





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