WRL SERIES ANNUITY ACCOUNT B, 485APOS, 1999-03-01

WRL SERIES ANNUITY ACCOUNT B
485APOS, 1999-03-01

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As filed with the Securities and Exchange Commission on March 1, 1999

Registration No. 33-63246

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. 6 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 7 [X]

(Check appropriate box or boxes)
- --------------------------------------------------------------------------------
WRL SERIES ANNUITY ACCOUNT B
(Exact Name of Registrant)

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
(Name of Depositor)

570 Carillon Parkway
St. Petersburg, Florida 33716

(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code:

(727) 299-1800

- --------------------------------------------------------------------------------
Thomas E. Pierpan, Esq.
Vice President, Assistant Secretary and Associate General Counsel
Western Reserve Life Assurance Co. of Ohio

570 Carillon Parkway
St. Petersburg, Florida 33716

(Name and Address of Agent for Service)

Copy to:
Stephen E. Roth, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
- --------------------------------------------------------------------------------

It is proposed that this filing will become effective (check appropriate space):

______ immediately upon filing pursuant to paragraph (b) of Rule 486

_____ on DATE pursuant to paragraph (b) of Rule 486

__X___ 60 days after filing pursuant to paragraph (a) of Rule 485

__ ___ on DATE, pursuant to paragraph (a) of Rule 486

<PAGE>

PART A

INFORMATION REQUIRED IN A PROSPECTUS

<PAGE>

JANUS RETIREMENT ADVANTAGE (R)
VARIABLE ANNUITY

[JANUS LOGO]

Issued Through
WRL SERIES ANNUITY ACCOUNT B
By
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

PROSPECTUS
MAY 1, 1999

This prospectus gives you important information about the Janus Retirement
Advantage, a flexible payment variable accumulation deferred annuity. Please
read this prospectus and the prospectus for the Janus Aspen Series before you
invest and keep them for future reference.

You can put your money into 12 investment choices: a fixed account and 11
subaccounts of the WRL Series Annuity Account B. Money you put in a subaccount
is invested exclusively in a single mutual fund portfolio of the Janus Aspen
Series. Your investments in the Janus portfolios are NOT guaranteed. You could
lose your money. Money you direct into the fixed account earns interest at a
rate guaranteed by Western Reserve.

The 11 portfolios we currently offer through the subaccounts under this Contract
are:

JANUS ASPEN SERIES

Growth Portfolio
Aggressive Growth Portfolio
Capital Appreciation Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
Balanced Portfolio
Equity Income Portfolio
Growth and Income Portfolio
Flexible Income Portfolio
High-Yield Portfolio
Money Market Portfolio

If you would like more information about the Janus Retirement Advantage, you can
obtain a free copy of the Statement of Additional Information (SAI) dated May 1,
1999. Please call us at 1-800-504-4440 or write us at: Western Reserve, P.O. Box
9052, Clearwater, Florida 33758-9052. A registration statement, including the
SAI, has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference. The SEC maintains a web site
(http://www.sec.gov) that contains the prospectus, the SAI, material
incorporated by reference and other information. The table of contents of the
SAI is included at the end of this prospectus.

<TABLE>
<CAPTION>
<S> <C>
PLEASE NOTE THAT THE CONTRACT AND THE JANUS PORTFOLIOS: THE SECURITIES AND EXCHANGE COMMISSION
/bullet/ ARE NOT BANK DEPOSITS HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED
UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
/bullet/ ARE NOT FEDERALLY INSURED TO THE CONTRARY IS A CRIMINAL OFFENSE.

/bullet/ ARE NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY

/bullet/ ARE NOT GUARANTEED TO ACHIEVE THEIR GOAL

/bullet/ INVOLVE RISKS, INCLUDING POSSIBLE LOSS OF PREMIUM
</TABLE>

<PAGE>

TABLE OF CONTENTS
PAGE

DEFINITIONS OF SPECIAL TERMS...................

SUMMARY........................................

ANNUITY CONTRACT FEE TABLE.....................

EXAMPLES.......................................

1. THE ANNUITY CONTRACT.......................

2. ANNUITY PAYMENTS
(THE INCOME PHASE).........................
Annuity Payment Options....................
Fixed Annuity Options......................
Variable Annuity Options...................

3. PURCHASE...................................
Contract Issue Requirements................
Purchase Payments..........................
Initial Purchase Requirements..............
Additional Purchase Payments...............
Maximum Total Purchase Payments............
Allocation of Purchase Payments............
Contract Value.............................
Accumulation Units.........................

4. INVESTMENT CHOICES.........................
The Separate Account.......................
Janus Aspen Series. .......................
The Fixed Account..........................
Transfers..................................
Systematic Exchanges.......................
Asset Rebalancing Program..................
Telephone Transactions.....................

5. EXPENSES...................................
Surrenders and Partial Withdrawals.........
Mortality and Expense Risk Charge..........
Administrative Charge......................
Annual Contract Charge.....................
Premium Taxes..............................
Federal, State and Local Taxes.............
Transfer Charge............................
Portfolio Management Fees..................

6. TAXES......................................
Annuity Contracts in General...............
Qualified and Non-Qualified Contracts......
Withdrawals - Non-Qualified Contracts......
Withdrawals - Qualified Contracts..........
Diversification and Distribution
Requirements..............................
Multiple Contracts.........................
Withdrawals - Qualified Contracts..........
Partial Withdrawals and Surrenders
- Qualified Contracts.....................
Taxation of Death Benefit Proceeds.........
Annuity Payments...........................
Transfers, Assignments or Exchanges of
Contracts................................
Possible Tax Law Changes...................

7. ACCESS TO YOUR MONEY.......................
Surrenders and Withdrawals.................
Delay of Payment and Transfers.............
Systematic Partial Withdrawals.............

8. PERFORMANCE................................

9. DEATH BENEFIT..............................
When We Pay A Death Benefit................
When We Do Not Pay A Death Benefit.........
Amount of Death Benefit....................
Alternate Payment Elections................

10. OTHER INFORMATION..........................
Ownership..................................
Assignment.................................
Western Reserve Life Assurance Co. of Ohio.
The Separate Account.......................
Voting Rights..............................
Distributor of the Contracts...............
Non-participating Contract.................
Variations in Contract Provisions..........
Year 2000 Matters..........................
IMSA.......................................
Legal Proceedings..........................
Financial Statements.......................

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

APPENDIX A
Condensed Financial Information................

APPENDIX B
Historical Performance Data....................

<PAGE>

DEFINITIONS OF SPECIAL TERMS

accumulation period The period between the Contract Date and the
maturity date while the Contract is in force.
accumulation unit value An accounting unit of measure used to calculate
subaccount values during the accumulation period.
annuitant The person named in the application, or as subsequently
changed, to receive annuity payments. The annuitant may
be changed as provided in the Contract's death benefit
provisions and annuity provision.
annuity value The sum of the separate account value and the fixed
account value.
annuity unit value An accounting unit of measure used to calculate
annuity payments from certain subaccounts after the
maturity date.
attained age The issue age plus the number of completed Contract
years. Issue age refers to the age on the birthday
nearest the Contract Date.
beneficiary(ies) The person(s) entitled to receive the death benefit
proceeds under the Contract.
Cash Value The annuity value less any applicable premium taxes.
Code The Internal Revenue Code of 1986, as amended.
Contract Date The later of the date on which the initial
purchase payment is received and the date that the
properly completed application is received at Western
Reserve's administrative office.
fixed account An allocation option under the Contract, other
than the separate account, that provides for
accumulation of purchase payments, and options for
annuity payments on a fixed basis. For Contracts issued
in the State of Washington, the fixed account is not
available for allocation of purchase payments or
transfers.
fixed account value During the accumulation period, a Contract's value
allocated to the fixed account.
in force Condition under which the Contract is active and
the owner is entitled to exercise all rights under the
Contract.
maturity date The date on which the accumulation period ends and
annuity payments begin.
Net Purchase Payment The purchase payment less any applicable premium taxes.
Non-Qualified Contracts Contracts issued other than in connection with
retirement plans. Non-Qualified Contracts do not
qualify for special Federal income tax treatment under
the Code.
owner, you, your The person(s) entitled to exercise all rights under the
Contract. The annuitant is the owner unless the
application states otherwise, or unless a change of
ownership is made at a later time.
portfolio A separate investment portfolio of the Trust.
purchase payments Amounts paid by an owner or on the owner's behalf to
Western Reserve as consideration for the benefits
provided by the Contract.
Qualified Contracts Contracts issued in connection with retirement plans
that qualify for special Federal income tax treatment
under the Code.
series account (or WRL Series Annuity Account B, a separate account
separate account) composed of several subaccounts established to receive
and invest Net Purchase Payments not allocated to the
fixed account.
series account value During the accumulation period, the value in the
(or separate account separate account, which equals the total value in
value) each subaccount during the accumulation period.
subaccount A sub-division of the separate account that invests
exclusively in the shares of a specified portfolio and
supports the Contracts. Subaccounts corresponding to
each applicable portfolio hold assets under the
Contract during the accumulation period. Other
subaccounts corresponding to each applicable portfolio
will hold assets after the maturity date if a series
account annuity option is selected.
surrender The termination of a Contract at the option of the
owner.
Trust Janus Aspen Series, an investment company registered
with the U.S. Securities and Exchange Commission.
Valuation Date Each day on which the New York Stock Exchange is open
for trading, except when a subaccount's corresponding
portfolio does not value its shares.
Valuation Period The period beginning at the end of one Valuation Date
and continuing to the end of the next succeeding
Valuation Date.

<PAGE>
SUMMARY

THE SECTIONS IN THIS SUMMARY CORRESPOND TO SECTIONS IN THIS PROSPECTUS, WHICH
DISCUSS THE TOPICS IN MORE DETAIL. FOR YOUR CONVENIENCE, WE HAVE PROVIDED A
GLOSSARY OF THE SPECIAL TERMS USED IN THIS PROSPECTUS. THE GLOSSARY IS AT THE
FRONT OF THIS PROSPECTUS.

1. THE ANNUITY CONTRACT

The Janus Retirement Advantage(R) is a flexible payment variable deferred
annuity contract (the "Contract") offered by Western Reserve Life Assurance Co.
of Ohio (Western Reserve, we, us). It is a contract between you, as the owner,
and Western Reserve, a life insurance company. The Contract provides a way for
you to invest on a tax-deferred basis in the subaccounts of the separate account
and the fixed account. We intend the Contract to be used to accumulate money for
retirement or other long-term investment purposes.

The Contract allows you to direct your money into any of the 11 subaccounts.
Each subaccount invests exclusively in a single portfolio of the Janus Aspen
Series (the "Trust") listed in Section 4. The money you invest in the
subaccounts will fluctuate daily based on the portfolio's investment results.
The value of your investment in the subaccounts is not guaranteed and may
increase or decrease. You bear the investment risk for amounts you invest in the
subaccounts.

You can also direct money to the fixed account. Amounts in the fixed account
earn interest annually at a fixed rate that is guaranteed by us never to be less
than 4%, and may be more. We guarantee the interest, as well as principal, on
money placed in the fixed account.

You can transfer money between any of the investment choices.

The Contract, like all deferred annuity contracts, has two phases: the
"accumulation period" and the "income phase." During the accumulation period,
earnings accumulate on a tax-deferred basis and are taxed as income when you
take them out of the Contract. The income phase occurs when you begin receiving
regular payments from your Contract. The money you can accumulate during the
accumulation period, as well as the annuity payment option you choose, will
determine the amount of any income payments you receive during the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE)

The Contract allows you to receive income under one of five annuity payment
options. You may choose from fixed payment options or variable payment options.
If you select a variable payment option, the dollar amount of the payments you
receive may go up or down depending on the investment results of the portfolios
you invest in at that time.

3. PURCHASE

You can buy this Contract with $2,500 or more under most circumstances. You can
add as little as $100 at any time during the accumulation period.

4. INVESTMENT CHOICES

You can invest your money in any of the 11 mutual fund portfolios by directing
it to the corresponding subaccount. The portfolios are described in the
prospectuses for the Trust.

The portfolios now available to you under the Contract are:

11 PORTFOLIOS OF THE JANUS ASPEN SERIES

Depending upon market conditions, you can make or lose money in any of these
subaccounts. We reserve the right to offer other investment choices in the
future.

You can also allocate your purchase payments to the fixed account.

5. EXPENSES

We do not take any deductions from purchase payments at the time you buy the
Contract. You invest the full amount of each purchase payment in one or more of
the investment choices.
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We deduct from the daily net assets a mortality and expense risk charge of 0.50%
and an administrative charge of 0.15% each year from the money you have invested
in the subaccounts.

During the accumulation period, we deduct an Annual Contract Charge of $30 from
the annuity value on each Contract anniversary and at the time of surrender.
Deduction of the Annual Contract Charge is currently waived when the annuity
value on the anniversary is equal to or greater than $25,000.

We impose a $10 charge per transfer if you make more than 12 transfer among the
subaccounts per Contract year.

We will deduct state premium taxes, which currently range from 0% to 3.50%, if
you surrender the Contract, or partially withdraw its value, or if we pay out
death benefit proceeds, or if you begin to receive regular annuity payments. We
only charge you premium taxes in those states that require us to pay premium
taxes.

The portfolios deduct investment charges from amounts you have invested in the
portfolios. These charges range from 0.25% to 0.75% annually, depending on the
portfolio. See the prospectuses for the Trust and the Fee Table in this
prospectus.

6. TAXES

The Contract's earnings are generally not taxed until you take them out. For
Federal tax purposes, if you take money out during the accumulation period,
earnings come out first and are taxed as income. If you are younger than 59 1/2
when you take money out, you may be charged a 10% Federal penalty tax on
the earnings. The annuity payments you receive during the income phase are
considered partly a return of your original investment so that part of each
payment is not taxable as income. Different tax consequences may apply for a
Contract used in connection with a qualified plan.

7. ACCESS TO YOUR MONEY

You can take money out anytime during the accumulation period. However, you may
not take a partial withdrawal if it reduces the Cash Value below $2,500. No
withdrawals may be made from the fixed account without prior consent from us.
You may also have to pay Federal income tax and a penalty tax on any money you
take out. No surrender charges apply.

8. PERFORMANCE

The value of your Contract will vary up or down depending upon the investment
performance of the subaccounts you choose and will be reduced by Contract fees
and charges. We provide performance information in Appendix B and in the SAI.
Past performance does not guarantee future results.

9. DEATH BENEFIT

If you are both the owner and the annuitant and you die before the income phase
begins, your beneficiary will receive a death benefit.

If you name different persons as owner and annuitant, you can affect whether the
death benefit is payable and who would receive it. Use care when naming owners,
annuitants and beneficiaries.

The death benefit will be the greater of:

/bullet/ the value of your Contract on the date we receive proof of death and
your beneficiary's election regarding payment; and
/bullet/ the total purchase payments you make to the Contract, less partial
withdrawals.

10. OTHER INFORMATION

RIGHT TO CANCEL PERIOD. You may return your Contract for a refund within 10 days
after you receive it. The amount of the refund will generally be the total
purchase payments we have received, plus (or minus) any gains (or losses) in the
amounts you invested in the subaccounts. We determine the value of the refund as
of the date we receive the returned Contract. We will pay the refund within 7
days after we receive your written notice of cancellation and the returned
Contract. The Contract will then be deemed void. In some states you may have
more than 10 days, or receive a different refund amount.

WHO SHOULD PURCHASE THE CONTRACT? We have designed this Contract for people
seeking long-term tax deferred accumulation of assets, generally for retirement.
This includes persons who have maximized their use of other retirement savings
methods, such as 401(k) plans and individual retirement accounts. The
tax-deferred feature is most attractive to people in high Federal and state tax
brackets. You should not buy this Contract if you are looking for a

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<PAGE>
short-term investment or if you cannot take the risk of getting back less money
than you put in.

ADDITIONAL FEATURES. This Contract has additional features that might interest
you. These include the following:

/bullet/ SYSTEMATIC WITHDRAWALS: You can arrange to have money automatically
sent to you monthly, quarterly, semi-annually, or annually while your
Contract is in the accumulation period. Amounts you receive may be
included in your gross income, and in certain circumstances, may be
subject to penalty taxes.

/bullet/ SYSTEMATIC EXCHANGES: You can arrange to have a certain amount of
money automatically transferred monthly from any combination of the
Money Market, Flexible Income, High-Yield subaccounts or the fixed
account to your choice of subaccountS. This is also known as dollar
cost averaging, a long-term investment method which provides for
regular, level investments over time. Systematic Exchanges do not
guarantee a profit or protect against a loss if market prices
decline.

/bullet/ ASSET REBALANCING: We will automatically transfer amounts among the
subaccounts on a regular basis to maintain a desired allocation of
the Contract value among the various subaccounts.

/bullet/ TELEPHONE TRANSACTIONS: You may make transfers, change the allocation
of additional purchase payments and/or make additional purchase
payments by telephone.

These features are not available in all states and may not be suitable for your
particular situation.

Certain states place restrictions on access to the fixed account, on the death
benefit calculation and on other features of the Contract. Consult your Contract
form for details.

11. INQUIRIES

If you need additional information, please contact us at:

Western Reserve Life
Annuity Department
P.O. Box 9052
Clearwater, FL 33758-9052
1-800-504-4440

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<PAGE>

<TABLE>
<CAPTION>
======================================================================================================
ANNUITY CONTRACT FEE TABLE
======================================================================================================

SEPARATE ACCOUNT ANNUAL EXPENSES
OWNER TRANSACTION EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)

- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales Load On Purchase Payments..........None Mortality and Expense Risk Charge....0.50%
Maximum Withdrawal Charge................None Administrative Charge................0.15%

TOTAL SEPARATE ACCOUNT
Annual Contract Charge*..................$30 Per Contract ANNUAL EXPENSES.................0.65%
Transfer Charge..........................$10 after 12 per year
</TABLE>

*We waive the Annual Contract Charge when the
annuity value on the anniversary is equal to or
greater than $25,000.
<TABLE>
<CAPTION>
==============================================================================================================
PORTFOLIO ANNUAL EXPENSES (1)
(as a percentage of average net assets)
==============================================================================================================
TOTAL ANNUAL TOTAL ANNUAL
JANUS ASPEN SERIES PORTFOLIO TOTAL WAIVERS PORTFOLIO
PORTFOLIOS MANAGEMENT FEE OTHER OPERATING AND OPERATING
EXPENSES EXPENSES WITHOUT REDUCTIONS EXPENSES WITH
WAIVERS OR WAIVERS OR
REDUCTIONS (2) REDUCTIONS (2)
- ----------------------- -------------------- ---------- ------------------- -------------- -------------------
<S> <C> <C> <C> <C> <C>
Growth 0.72% 0.03% 0.75% 0.07% 0.68%
Aggressive Growth 0.72% 0.03% 0.75% N/A 0.75%
Capital Appreciation 0.75% 0.22% 0.97% 0.05% 0.92%
International Growth 0.75% 0.20% 0.95% 0.09% 0.86%
Worldwide Growth 0.67% 0.07% 0.74% 0.02% 0.72%
Balanced 0.72% 0.02% 0.74% N/A 0.74%
Equity Income 0.75% 1.11% 1.86% 0.61% 1.25%
Growth and Income 0.75% 2.31% 3.06% 1.81% 1.25%
Flexible Income 0.65% 0.08% 0.73% N/A 0.73%
High-Yield 0.75% 1.36% 2.11% 1.11% 1.00%
Money Market 0.25% 0.09% 0.34% N/A 0.34%
==============================================================================================================
</TABLE>

(1) The fee table information relating to the Janus portfolios is for 1998 and
was provided to Western Reserve by the Trust. Western Reserve has not
independently verified such information.

(2) All portfolio expenses are stated both with and without contractual waivers
and fee reductions by Janus Capital. Janus Capital has agreed to continue the
other waivers and fee reductions until at least the next annual renewal of the
advisory agreements.

<PAGE>

EXAMPLES

You would pay the following expenses on a $10,000 investment, assuming a
hypothetical 5% annual return on assets, and assuming the entire $10,000 is
invested in the subaccount listed.
<TABLE>
<CAPTION>
===================================== ============================================================
IF THE CONTRACT IS SURRENDERED OR ANNUITIZED AT THE END OF
THE APPLICABLE
SUBACCOUNTS TIME PERIOD
===================================== ============================================================
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth $ $ $ $
Aggressive Growth $ $ $ $
Capital Appreciation $ $ $ $
International Growth $ $ $ $
Worldwide Growth $ $ $ $
Balanced $ $ $ $
Equity Income $ $ $ $
Growth and Income $ $ $ $
Flexible Income $ $ $ $
High-Yield $ $ $ $
Money Market $ $ $ $
==================================================================================================
</TABLE>

The above table will help you understand the costs of investing in the
subaccounts. The table reflects the 1998 expenses of the portfolios of the Trust
and the subaccount fees and charges without waivers or reductions. The table
does not reflect premium taxes which may range up to 3.5%, depending on the
jurisdiction.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE ASSUMED
5% ANNUAL RETURN IS HYPOTHETICAL AND DOES NOT REPRESENT PAST OR FUTURE ANNUAL
RETURNS. ACTUAL RETURNS MAY BE GREATER OR LESS THAN THE ASSUMED RATE.

In these examples, the $30 Annual Contract Charge is reflected as a charge of
_____% based on an average Contract value of $_______.

There is a financial history of each subaccount in Appendix A to this
prospectus. See "Appendix A - Condensed Financial Information."

1. THE ANNUITY CONTRACT

This prospectus describes the Janus Retirement Advantage Variable Annuity
Contract offered by Western Reserve.

An annuity is a contract between you, the owner, and an insurance company (in
this case Western Reserve), where the insurance company promises to pay you an
income in the form of annuity payments. These payments begin after the maturity
date. (See Section 2.) Until the maturity date, your annuity is in the
accumulation period and the earnings are tax deferred. Tax deferral means you
generally are not taxed on your annuity until you take money out of your
annuity. After the maturity date, your annuity switches to the income phase.

The Contract is a flexible purchase variable annuity. You can use the Contract
to accumulate funds for retirement or other long-term financial planning
purposes.

It is a "flexible purchase" Contract because after you purchase it, you can
generally make additional investments of $100 or more, until the maturity date.
But you are not required to make any additional investments.

The Contract is a "variable" annuity because the value of your Contract can go
up or down based on the performance of your investment choices. If you select
the variable annuity portion of the Contract, the amount of money you are able
to accumulate in your Contract during the accumulation period depends upon the
performance of your investment choices. The amount of annuity payments you
receive during the income phase from the variable

5
<PAGE>
annuity portion of your Contract also depends upon the investment performance of
your investment choices for the income phase.

The Contract also contains a fixed account. The fixed account offers an interest
rate that is guaranteed by Western Reserve to equal at least 4% per year. There
may be different interest rates for each payment or transfer you direct to the
fixed account. The interest rates we set will be credited for periods of at
least one year measured from each payment or transfer date.

2. ANNUITY PAYMENTS
(THE INCOME PHASE)

You choose the date when annuity payments under the Contract start. This is the
maturity date. You can change this date by giving us 30 days written notice. The
maturity date cannot be earlier than the end of the fifth Contract year. The
latest annuity maturity date is the Contract month following the month in which
the annuitant reaches age 90.

ELECTION OF ANNUITY PAYMENT OPTION. Before the maturity date, if the annuitant
is alive, you may choose an annuity payment option or change your option. If you
do not choose an annuity option by the maturity date, we will make payments
under Option D (see below) as a Variable Life Income with 10 years of guaranteed
payments. You cannot change the annuity payment option after the maturity date.

If you choose a variable payment option, you must specify how you want the
annuity proceeds divided among the subaccounts as of the maturity date. If you
do not specify, we will allocate the annuity proceeds in the same proportion as
the annuity value is allocated among the investment options on the maturity
date.

Unless you specify otherwise, the annuitant named on the application will
receive the annuity payments. As of the maturity date, you can change the
annuitant or add a joint annuitant, so long as we agree. If you do not choose an
annuitant, we will consider you to be the annuitant.

SUPPLEMENTAL CONTRACT. Once you annuitize and you have selected a fixed payment
option, the Contract will end and we will issue a supplemental Contract to
describe the terms of the option you selected. The supplemental Contract will
name who will receive the annuity payments and describe when the annuity
payments will be made.

ANNUITY PAYMENT OPTIONS

The Contract provides five annuity payment options that are described below. You
can choose to receive payments monthly, quarterly, semi-annually, or annually.

We will use your "annuity proceeds" to provide these payments. The "annuity
proceeds" is your annuity value on the maturity date, less any premium tax that
may apply. If your annuity payment would be less than $100, then we will pay you
the annuity proceeds in one lump sum.

FIXED ANNUITY INCOME PAYMENTS. If you choose annuity payment Options A, B or C,
the dollar amount of each annuity payment will be fixed on the maturity date and
guaranteed by us. The payment amount will depend on five things:

/bullet/ The amount of the annuity proceeds on the maturity date;
/bullet/ The gender of the annuitant;
/bullet/ The age of the annuitant or beneficiary;
/bullet/ The interest rate we credit on those amounts (we guarantee a minimum
annual interest rate of 3.0%); and
/bullet/ The specific payment option you choose.

We may, in our discretion, increase the amount of a payment once payments begin.

VARIABLE ANNUITY INCOME PAYMENTS. If you choose variable annuity payment Options
D or E, the dollar amount of the first variable payment will be determined in
accordance with the annuity payment rates set forth in the applicable table
contained in the Contract. The dollar amount of each additional variable payment
will vary based on the investment performance of the subaccount(s) you invest
in. The dollar amount of each variable payment after the first may increase,
decrease or remain constant. If, after all charges are deducted, the actual
investment performance exactly matches the assumed investment return of 5% at
all times, the amount of each variable annuity payment will remain equal. If
actual investment performance, after all charges are deducted, exceeds the
assumed investment return, the amount of the variable annuity payments would
increase. But, if actual investment performance, less charges, is lower than the
assumed investment return, the amount of the variable annuity payments would
decrease. For more information or how variable annuity income payments are
determined, see the SAI.

The annuity payment options are explained below. Options A, B, and C are fixed
only. Options D and E are variable only.

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<PAGE>
FIXED ANNUITY OPTIONS

PAYMENT OPTION A - FIXED INSTALLMENTS: We will pay the annuity in equal payments
over a fixed period of 5, 10, 15 or 20 years or any other fixed period
acceptable to Western Reserve.

PAYMENT OPTION B - LIFE INCOME - FIXED PAYMENTS:

/bullet/ NO PERIOD CERTAIN--We will make level payments only during the
annuitant's lifetime; or
/bullet/ 10 YEARS CERTAIN--We will make level payments for the longer of the
annuitant's lifetime or ten years; or
/bullet/ GUARANTEED RETURN OF ANNUITY PROCEEDS--We will make level payments
for the longer of the annuitant's lifetime or until the total dollar
amount of payments we made to you equals the annuity proceeds.

PAYMENT OPTION C - JOINT AND SURVIVOR LIFE INCOME-
FIXED PAYMENTS:

/bullet/ We will make level payments during the joint lifetime of the
annuitant and a co-annuitant of your selection. Payments will be made
as long as either person is living.

VARIABLE ANNUITY OPTIONS

PAYMENT OPTION D - VARIABLE LIFE INCOME: The annuity proceeds are used to
purchase annuity units of the subaccounts you select. You may choose between:

/bullet/ NO PERIOD CERTAIN - We will make variable payments only during the
annuitant's lifetime; or
/bullet/ 10 YEARS CERTAIN - We will make variable payments for the longer of
the annuitant's lifetime or ten years.

PAYMENT OPTION E - VARIABLE JOINT AND SURVIVOR LIFE INCOME:

/bullet/ We will make variable payments during the joint lifetime of the
annuitant and a co-annuitant of your choice. Payments will be made as
long as either person is living.

NOTE CAREFULLY:

IF:
/bullet/ you choose Life Income with No Period Certain or a Joint and Survivor
Life Income (fixed or variable); and
/bullet/ the annuitant(s) dies before the due date of the second annuity
payment;
THEN:
/bullet/ we may make only one annuity payment.

IF:
/bullet/ you choose Fixed Installments, Life Income with 10 years Certain or
Guaranteed Return of Annuity Proceeds; and

/bullet/ the person receiving payments dies prior to the end of the guaranteed
period;
THEN:
/bullet/ the remaining guaranteed payments will be continued to that person's
beneficiary, or their value (determined at the date of death) may be
paid in a single sum.

We will not pay interest on amounts represented by uncashed annuity payment
checks if the postal or other delivery service is unable to deliver checks to
the payee's address of record. The payee is responsible to keep Western Reserve
informed of the payee's current address of record.

3. PURCHASE

CONTRACT ISSUE REQUIREMENTS

Western Reserve will issue a Contract IF:

/bullet/ Western Reserve receives information needed to issue the Contract;
/bullet/ Western Reserve receives a minimum initial purchase payment;
/bullet/ You are age 85 or younger.

PURCHASE PAYMENTS

You should make checks or drafts for purchase payments payable only to "Western
Reserve" and send them to the administrative office. Your check or draft must be
honored in order for Western Reserve to pay any associated payments and benefits
due under the Contract.

INITIAL PURCHASE REQUIREMENTS

The initial purchase payment for most Contracts must be at least $2,500. We will
credit your initial purchase payment to your Contract within two business days
after the day we receive it and your complete Contract information. If we are
unable to credit your initial purchase payment, we will contact you within five
business days and explain why. We will also return your initial purchase payment
at that time unless you tell us to keep it. We will credit it as soon as we
receive all necessary application information.

The date on which we credit your initial purchase payment to your Contract is
the Contract Date. The Contract Date is used to

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determine Contract years, Contract months and Contract anniversaries.

You may wire your initial purchase payment to us. You must send an application
by facsimile ("Faxed Application") at the same time that you send the wire
transfer. The Faxed Application should be faxed to 1-727-299-1620.

We will follow the same procedures for completing your application and crediting
your initial purchase payment as are discussed above. When the Faxed Application
contains all the information we need to issue your Contract and credit your
payment, but if you did not sign the Faxed Application, we will issue your
Contract and credit your payment according to the allocation instructions you
specified in the Faxed Application. We will also send you a new application for
your signature that will contain all the information on the Faxed Application.
You must sign the new application and return it to us.

If the allocation instructions on the signed application you returned to us do
not match the instructions on the Faxed Application, we will reallocate your
annuity value to fit the allocation instructions on the signed application. We
will effect the reallocation at the accumulation unit value next determined
after we receive the signed application.

If you wish to make payments by bank wire, you should instruct your bank to wire
Federal Funds to us. Please contact us at 1-800-504-4440 for complete wire
instructions.

We may reject any application or purchase payments for any reason permitted by
law.

ADDITIONAL PURCHASE PAYMENTS

You are not required to make any additional purchase payments. However, you can
make additional purchase payments as often as you like during the lifetime of
the annuitant and prior to the maturity date. Additional purchase payments must
be at least $100 ($1,000 if by wire). We will credit additional purchase
payments to your Contract as of the business day we receive your purchase
payment and required information.

MAXIMUM TOTAL PURCHASE PAYMENTS

We allow purchase payments up to a total of $1,000,000 per year without prior
approval.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a Contract, we will allocate your purchase payment to the
investment choices you select. Your allocation must be in whole percentages and
must total 100%. We may in the future require that you allocate at least 10% of
each payment to any particular investment choice. No fractional percentages are
permitted. We will allocate additional purchase payments the same way, unless
you request a different allocation.

You may change allocations for future additional purchase payments by sending
written instructions or by telephone, subject to the limitations described below
under "Telephone Transactions." The allocation change will apply to purchase
payments received after the date we receive the change request.

You should periodically review how your payments are divided among the
subaccounts because market conditions and your overall financial objective may
change.

CONTRACT VALUE (ANNUITY VALUE)

You should expect your Contract value to change from Valuation Period to
Valuation Period to reflect the investment performance of the portfolios, the
interest credited to your value in the fixed account, and the fees and charges
we deduct. A Valuation Period begins at the close of business on each business
day and ends at the close of business on the next succeeding business day. A
business day is any day the New York Stock Exchange is open. Our business day
closes when the New York Stock Exchange closes, usually 4:00 P.M. Eastern time.
We observe the same holidays as the New York Stock Exchange.

ACCUMULATION UNITS

We measure the value of your Contract during the accumulation period by using a
unit called an accumulation unit. During the income phase, we call the unit an
annuity unit. When you direct money into a subaccount, we credit your Contract
with accumulation units for that subaccount. We determine how many accumulation
units to credit by dividing the dollar amount you direct to the subaccount by
the subaccount's accumulation unit value as of the end of that business day. If
you withdraw or transfer out of a subaccount, or if we assess a transfer or
Annual Contract Charge, we subtract accumulation units from the subaccounts
using the same method.

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Each subaccount's accumulation unit value was set at $10 when the subaccount
started. We recalculate the accumulation unit value for each subaccount at the
close of each business day. The new value reflects the investment performance of
the underlying portfolio and the daily deduction of the mortality and expense
risk charge and the administrative contract charge. For a detailed discussion of
how we determine accumulation unit values, see the SAI.

4. INVESTMENT CHOICES

THE SEPARATE ACCOUNT

The separate account currently consists of eleven subaccounts.

JANUS ASPEN SERIES

Each subaccount invests exclusively in one portfolio of the Trust. Janus Capital
serves as the investment adviser to each portfolio. The portfolios are listed
below.

The general public may not purchase these portfolios. Their investment objective
and policies may be similar to other portfolios and mutual funds managed by the
same investment adviser that are sold directly to the public. You should not
expect that the investment results of the other portfolios and mutual funds
would be similar to those of these portfolios.

THERE IS NO ASSURANCE THAT A PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVE. MORE
DETAILED INFORMATION, INCLUDING AN EXPLANATION OF EACH PORTFOLIO'S INVESTMENT
OBJECTIVE, MAY BE FOUND IN THE TRUST'S CURRENT PROSPECTUS, WHICH IS ATTACHED TO
THIS PROSPECTUS. YOU SHOULD READ THE PROSPECTUS FOR THE TRUST CAREFULLY BEFORE
YOU INVEST.

THE FIXED ACCOUNT

Purchase payments allocated and amounts transferred to the fixed account become
part of the general account of Western Reserve. Interests in the general account
have not been registered under the Securities Act of 1933 (the "1933 Act"), nor
is the general account registered as an investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"). Accordingly, neither the
general account nor any interests therein are generally subject to the
provisions of the 1933 or 1940 Acts. Western Reserve has been advised that the
staff of the SEC has not reviewed the disclosures in this prospectus which
relate to the fixed account.

We guarantee that the interest credited to the fixed account will not be less
than 4% per year. We have no formula for determining fixed account interest
rates. We established the interest rate, at our sole discretion, for each
purchase payment or transfer into the fixed account. Rates are guaranteed for at
least one year.

If you select the fixed account, your money will be placed with the other
general assets of Western Reserve. All assets in our general account are subject
to the general liabilities of our business operations. The amount of money you
are able to accumulate in the fixed account during the accumulation period
depends upon the total interest credited. The amount of annuity payments you
receive during the income phase under a fixed annuity option will remain level
for the entire income phase.

When you request a transfer or partial withdrawal from the fixed account, we
will account for it on a last-in, first-out ("LIFO") basis, for purposes of
crediting your interest. This means that we will take the deduction from the
most recent money you have put in the fixed account.

Washington State residents: The fixed account is NOT available to you. You may
not direct any money to the fixed account or transfer any of your Contract's
value into the fixed account.

TRANSFERS

During the accumulation period, you may make transfers from any subaccount as
often as you wish. However, we will not permit you to make transfers if you have
elected Systematic Exchanges, asset rebalancing or systematic withdrawals.

Transfers from the fixed account are allowed once each Contract year. You may
transfer the entire dollar amount in the fixed account. We may, in the future,
limit the amount you can transfer out of the fixed account to the greater of:
(1) 25% of the dollar amount in the fixed account, or (2) the amount you

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transferred out of the fixed account in the previous Contract year.

Washington State residents: You may NOT transfer any of your Contract's value
into the fixed account.

Transfers may be made by telephone, subject to limitations described below under
"Telephone Transactions."

If you make more than 12 transfers from the subaccounts in any Contract year, we
will charge you $10 for each additional transfer you make during that year.
Currently, there is no charge for transfers from the fixed account.

Excessive trading activity can disrupt portfolio management strategy and
increase portfolio expenses, which are borne by all owners participating in the
portfolio, regardless of their transfer activity.

We may, at any time, no longer permit transfers, modify our procedures, or limit
the number of transfers we permit. We will ordinarily execute transfers and
determine all values in connection with transfers at the end of the business day
during which we receive the transfer request.

SYSTEMATIC EXCHANGES

Systematic Exchanges allows you to systematically transfer a specific amount
each month from the Money Market subaccount, the Flexible Income subaccount, the
High-Yield subaccount, the fixed account, or any combination of these accounts
to a different subaccount. You may specify the dollar amount to be transferred
monthly; however, each transfer must be at least $100. To qualify, a minimum of
$2,500 must be in each subaccount from which we make the transfer. There is no
charge for this program. These transfers do count towards the twelve free
transfers allowed during each Contract year.

By transferring a set amount on a regular schedule instead of transferring the
total amount at one particular time, you may reduce the risk of investing in the
portfolios only when the priceis high. It does not guarantee a profit and it
does not protect you from loss if market prices decline.

We reserve the right to discontinue offering Systematic Exchanges 30 days after
we send notice to you. Systematic Exchanges is not available if you have elected
systematic partial withdrawals.

ASSET REBALANCING PROGRAM

During the accumulation period you can instruct us to rebalance automatically
the amounts in your subaccounts to maintain your desired asset allocation. This
feature is called asset rebalancing and can be started and stopped at any time
free of charge. However, we will not rebalance if you are in Systematic
Exchanges, systematic partial withdrawals or if any other transfer is requested.
Asset rebalancing ignores amounts in the fixed account. You can choose to
rebalance monthly, quarterly, semi-annually, or annually.

To qualify for asset rebalancing, a minimum annuity value of $2,500 for an
existing Contract, or a minimum initial purchase payment of $2,500 for a new
Contract is required. Asset rebalancing does not guarantee gains, nor does it
assure that any subaccount will not have losses.

Each reallocation which occurs under asset rebalancing will be counted towards
the 12 free transfers allowed during each Contract year.

We reserve the right to discontinue, modify or suspend the asset rebalancing
program at any time.

TELEPHONE TRANSACTIONS

You may make additional purchase payments, transfers and change the allocation
of additional premium payments by telephone IF:

/bullet/ you complete the appropriate form; or
/bullet/ you later request telephone transfers in writing.

When you make an additional purchase by telephone, we will automatically debit
your predesignated bank account for the requested amount. Call 1-800-504-4440 to
request the proper form to be completed.

You will be required to provide certain information for identification purposes
when you request a transaction by telephone. Western Reserve may also require
written confirmation of your request. Western Reserve will not be liable for
following telephone requests that it believes are genuine.

Telephone requests must be received before 4:00 p.m. Eastern time to assure
same-day pricing of the transaction. Western Reserve may discontinue this option
at any time.

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5. EXPENSES

There are charges and expenses associated with your Contract that reduce the
return on your investment in the Contract.

SURRENDERS AND PARTIAL WITHDRAWALS

During the accumulation period, you can withdraw part or all of the Cash Value.
Cash Value is the annuity value less any premium taxes. No surrender charges
apply.

MORTALITY AND EXPENSE RISK CHARGE

We charge a fee as compensation for bearing certain mortality and expense risks
under the Contract. Examples include a guarantee of annuity rates, the death
benefits, certain expenses of the Contract, and assuming the risk that the
current charges will be insufficient in the future to cover costs of
administering the Contract. The mortality and expense risk charge is equal, on
an annual basis, to 0.50% of the average daily net assets that you have invested
in each subaccount. This charge is deducted from the subaccounts during both the
accumulation period and the annuity period (the income phase).

If this charge does not cover our actual costs, we absorb the loss. Conversely,
if the charge covers more than actual costs, the excess is added to our surplus.
We expect to profit from this charge. We may use any profits to cover
distribution costs.

ADMINISTRATIVE CHARGE

We deduct an annual administrative charge to cover the costs of administering
the Contracts. This charge is assessed daily and is equal to 0.15% per year of
the daily net assets that you have invested in each subaccount. This charge is
deducted from the subaccounts during both the accumulation period and the
annuity period (the income phase). This charge is guaranteed not to be
increased.

ANNUAL CONTRACT CHARGE

We deduct an Annual Contract Charge of $30 from your annuity value on each
Contract anniversary and at surrender. We deduct the charge to cover our costs
of administering the Contract. This charge is currently waived when the annuity
value on the anniversary is equal or greater than $25,000. We reserve the right
to modify this waiver upon 30 days written notice to you.

PREMIUM TAXES

Some states assess premium taxes on the premium payments you make. Currently, we
do not deduct for these taxes at the time you make a purchase payment. However,
we will deduct the total amount of premium taxes, if any, from the annuity value
when:

/bullet/ you elect to begin receiving annuity payments;

/bullet/ you surrender the Contract;

/bullet/ you request a partial withdrawal; or

/bullet/ a death benefit is paid.

Generally, premium taxes range from 0% to 3.50%, depending on the state.

FEDERAL, STATE AND LOCAL TAXES

We may in the future deduct charges from the Contract for any taxes we incur
because of the Contract. However, no deductions are being made at the present
time.

TRANSFER CHARGE

You are allowed to make 12 free transfers per Contract year. If you make more
than 12 transfers per Contract year, we charge $10 for each additional transfer.
We deduct the charge from the amount transferred. Systematic Exchange transfers
and asset rebalancing are considered transfers. All transfer requests made on
the same day are treated as a single request. We deduct the charge to compensate
us for the cost of processing the transfer.

PORTFOLIO MANAGEMENT FEES

The value of the assets in each subaccount is reduced by the fees and expenses
paid by the portfolios of the Trust. A description of these expenses is found in
the "Fee Table" section of this prospectus and in the Trust's prospectus.

6. TAXES

NOTE: Western Reserve has prepared the following information on Federal income
taxes as a general discussion of the subject. It is not intended as tax advice
to any individual. You should consult your own tax advisor about your own
circumstances. We have included an additional discussion regarding taxes in the
SAI.

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ANNUITY CONTRACTS IN GENERAL

Deferred annuity Contracts are a way of setting aside money for future needs
like retirement. Congress recognized how important saving for retirement is and
provided special rules in the Code for annuities.

Simply stated, these rules provide that you will not be taxed on the earnings,
if any, on the money held in your annuity Contract until you take the money out.
This is referred to as tax deferral. There are different rules as to how you
will be taxed depending on how you take the money out and the type of Contract -
Qualified or Non-Qualified (discussed below).

You will not be taxed on increases in the value of your Contract until a
distribution occurs - either as a withdrawal or as annuity payments.

When a non-natural person (e.g., corporations or certain other entities other
than tax-qualified trusts) owns a Non-Qualified Contract, the Contract will
generally not be treated as an annuity for tax purposes.

All annuity policies that are issued by Western Reserve (or its affiliates) to
the same owner during any calendar year are treated as one annuity for purposes
of determining the amount includible in the owner's income when a taxable
distribution occurs.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the Contract under an individual retirement annuity, your
Contract is referred to as a Qualified Contract.

If you purchase the Contract as an individual and not under a Qualified
Contract, your Contract is referred to as a Non-Qualified Contract.

A Qualified Contract may be used in connection with the following plans:

/bullet/ INDIVIDUAL RETIREMENT ANNUITY (IRA): A traditional IRA allows
individuals to make contributions, which may be deductible, to the
Contract. A Roth IRA also allows individuals to make contributions to
the Contract, but it does not allow a deduction for contributions.
Roth IRA distributions may be tax-free if the owner meets certain
rules.

There are limits on the amount of annual contributions you can make to these
plans. Other restrictions may apply. The terms of the plan may limit your rights
under a Qualified Contract. You should consult your legal counsel or tax advisor
if you are considering purchasing a Contract for use with any retirement plan.
We have provided more detailed information on these plans and the tax
consequences associated with them in the SAI.

WITHDRAWALS - NON-QUALIFIED CONTRACTS

If you make a withdrawal from your Contract, the Code treats that withdrawal as
first coming from earnings and then from your purchase payments. When you make a
withdrawal you are taxed on the amount of the withdrawal that is earnings.
Different rules apply for annuity payments.

The Code also provides that withdrawn earnings may be subject to a penalty. The
amount of the penalty is equal to 10% of the amount that is includible in
income. Some withdrawals will be exempt from the penalty. They include any
amounts:

/bullet/ paid on or after the taxpayer reaches age 59 1/2;
/bullet/ paid after the taxpayer dies;
/bullet/ paid if the taxpayer becomes totally disabled (as that term is defined
in the Code);
/bullet/ paid in a series of substantially equal payments made annually (or more
frequently) under a lifetime annuity;
/bullet/ paid under an immediate annuity; or
/bullet/ which come from purchase payments made prior to August 14, 1982.

DIVERSIFICATION AND DISTRIBUTION REQUIREMENTS

The Code provides that the underlying investments for a Non-Qualified variable
annuity must satisfy certain diversification requirements in order to be treated
as an annuity Contract. The Contract must meet certain distribution requirements
upon an owner's death in order to be treated as an annuity Contract. A Qualified
Contract must also meet certain distribution requirements during the owner's
life. These diversification and distribution requirements are discussed in the
SAI. Western Reserve may modify the Contract to attempt to maintain favorable
tax treatment.

MULTIPLE CONTRACTS

All Non-Qualified, deferred annuity contracts entered into after October 21,
1988 that we issue (or our affiliates issue) to the same owner during any
calendar year are to be treated as one

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annuity contract for purposes of determining the amount includible in an
individual's gross income. There may be other situations in which the Treasury
may conclude that it would be appropriate to aggregate two or more annuity
contracts purchased by the same owner. You should consult a competent tax
advisor before purchasing more than one Contract or other annuity contracts.

WITHDRAWALS - QUALIFIED CONTRACTS

The above information describing the taxation of Non-Qualified Contracts does
not apply to Qualified Contracts. There are special rules that govern with
respect to Qualified Contracts, including rules restricting the time when
amounts can be paid from the Contracts and providing that a penalty tax may be
assessed on amounts withdrawn from the Contract prior to the date you reach age
59 1/2, unless you need one of the exceptions to this rule. We have provided
more information in the SAI.

PARTIAL WITHDRAWALS AND SURRENDERS - QUALIFIED CONTRACTS

In the case of a partial withdrawal, systematic partial withdrawal, or surrender
distributed to a participant or beneficiary under a Qualified Contract, a
ratable portion of the amount received is taxable, generally based on the ratio
of the investment in the Contract to the total annuity value. The "investment in
the contract" generally equals the portion, if any, of any purchase payments
paid by or on behalf of an individual under a Contract which is not excluded
from the individual's gross income. For Contracts issued in connection with
qualified plans, the "investment in the contract" can be zero.

Generally, in the case of a partial withdrawal, systematic partial withdrawal,
or surrender under a Non-Qualified Contract before the maturity date, amounts
received are first treated as taxable income to the extent that the annuity
value immediately before the partial withdrawal, systematic partial withdrawal,
or surrender exceeds the "investment in the contract" at that time. Any
additional amount partially withdrawn, applied to a systematic partial
withdrawal or surrender is not taxable. In the event of a partial withdrawal or
systematic partial withdrawal from, or surrender of, a Non-Qualified Contract,
we will withhold for tax purposes the minimum amount required by law, unless the
owner affirmatively elects, before payments begin, to have either nothing
withheld or a different amount withheld.

Assignment of Non-Qualified Contracts are taxed in the same manner as
withdrawals from such Contracts.

TAXATION OF DEATH BENEFIT PROCEEDS

We may distribute amounts from the Contract because of the death of an owner or
the annuitant. Generally, such amounts are includible in the income of the
recipient:

/bullet/ if distributed in a lump sum, these amounts are taxed in the same
manner as a full surrender; or
/bullet/ if distributed under an annuity payment option, these amounts are taxed
in the same manner as annuity payments.

For these purposes, the "investment in the contract" is not affected by the
owner's or annuitant's death. That is, the "investment in the contract" remains
generally the total purchase payments, less amounts received which were not
includible in gross income.

ANNUITY PAYMENTS

Although the tax consequences may vary depending on the annuity payment option
you select, in general, for Non-Qualified and certain Qualified Contracts, only
a portion of the annuity payments you receive will be includible in your gross
income.

In general, the excludible portion of each annuity payment you receive will be
generally determined as follows:

/bullet/ Fixed payments - by dividing the "investment in the contract" on the
maturity date by the total expected value of the annuity payments for
the term of the payments. This is the percentage of each annuity
payment that is excludable.
/bullet/ Variable payments - by dividing the "investment in the contract" on the
maturity date by the total number of expected periodic payments. This
is the amount of each annuity payment that is excludable.

The remainder of each annuity payment is includible in gross income. Once the
"investment in the contract" has been fully recovered, the full amount of any
additional annuity payments is includible in gross income.

If you select more than one annuity payment option, special rules govern the
allocation of the Contract's entire "investment in the contract" to each such
option, for purposes of determining the excludable amount of each payment
received under that option. We advise you to consult a competent tax advisor as
to the potential tax effects of allocating amounts to any particular annuity
payment option.
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If, after the maturity date, annuity payments stop because of an annuitant's
death, the excess (if any) of the "investment in the contract" as of the
maturity date over the aggregate amount of annuity payments received that was
excluded from gross income is generally allowable as a deduction for your last
tax return.

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF CONTRACTS

If you transfer your ownership or assign a Contract, designate an annuitant or
other beneficiary who is not also the owner, select certain maturity dates, or
change annuitants, you may trigger certain income or gift tax consequences that
are beyond the scope of this discussion. If you contemplate any such transfer,
assignment, selection, or change, you should contact a competent tax advisor
with respect to the potential tax effects of such a transaction.

POSSIBLE TAX LAW CHANGES

Although the likelihood of legislative changes is uncertain, there is always the
possibility that the tax treatment of the Contract could change by legislation
or otherwise. You should consult a tax advisor with respect to legislative
developments and their effect on the Contract.

7. ACCESS TO YOUR MONEY

SURRENDERS AND WITHDRAWALS

You can have access to the money in your Contract in several ways:

/bullet/ by making a withdrawal (either a complete surrender or partial
withdrawal); or
/bullet/ by taking annuity payments.

If you want to completely surrender your Contract, you will receive your Cash
Value, which equals the annuity value of your Contract minus:

/bullet/ premium taxes; and
/bullet/ the Annual Contract Charge.

No partial withdrawal is permitted if the withdrawal would reduce the Cash Value
below $2,500. Unless you tell us otherwise, we will take the withdrawal from
each of the investment choices in proportion to the Cash Value.

Remember that any withdrawal you take will reduce the annuity value, and might
reduce the amount of the death benefit. See Section 9, Death Benefit, for more
details. Income taxes, Federal tax penalties and certain restrictions may apply
to any withdrawals you make.

We must receive a properly completed surrender request which must contain your
original signature. We will accept faxed requests for partial withdrawals as
long as the withdrawal proceeds are being sent to the address of record.

When we incur extraordinary expenses, such as wire transfers or overnight mail
expenses, for expediting delivery of your partial withdrawal or surrender
payment, we will deduct that charge from the payment. We charge $15 for a wire
transfer and $20 for an overnight delivery.

For your protection, we will require a signature guarantee for:

/bullet/ all requests for partial withdrawals or surrenders over $500,000; or
/bullet/ where the partial withdrawal or surrender proceeds will be sent to an
address other than the address of record.

All signature guarantees must be made by:

/bullet/ a national or state bank;
/bullet/ a member firm of a national stock exchange; or
/bullet/ any institution that is an eligible guarantor under SEC rules and
regulations.

If the Contract's owner is not an individual, additional information may be
required. If you own a Qualified Contract, the tax code may require your spouse
to consent to any withdrawal. For more information, call us at 1-800-504-4440.

DELAY OF PAYMENT AND TRANSFERS

Payment of any amount due from the separate account for a surrender, a death
benefit, or the death of the owner of a Non-Qualified Contract, will generally
occur within seven business days from the date all required information is
received by Western Reserve. Western Reserve may be permitted to defer such
payment from the separate account if:

/bullet/ the New York Stock Exchange is closed for other than usual weekends or
holidays or trading on the Exchange is otherwise restricted; or
/bullet/ an emergency exists as defined by the SEC or the SEC requires that
trading be restricted; or
/bullet/ the SEC permits a delay for the protection of owners.

In addition, transfers of amounts from the subaccounts may be deferred under
these circumstances.
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Pursuant to the requirements of certain state laws, we reserve the right to
defer payment of transfers, partial withdrawals and surrenders from the fixed
account for up to six months.

SYSTEMATIC PARTIAL WITHDRAWALS

You can elect to receive regular payments from your Contract by using systematic
partial withdrawals. Payments are made monthly, quarterly, semi-annually or
annually, in equal payments of at least $200. Your Cash Value must equal at
least $25,000. No systematic partial withdrawals are permitted from the fixed
account.

You may stop systematic withdrawals at any time. We reserve the right to
discontinue offering systematic withdrawals 30 days after we send you notice.
Systematic withdrawals are not available if you have elected Systematic
Exchanges or asset rebalancing program.

Income taxes, Federal tax penalties and other restrictions may apply to any
systematic withdrawal you receive.

8. PERFORMANCE

Western Reserve periodically advertises performance of the subaccounts and
investment portfolios. We may disclose at least four different kinds of
performance.

First, we may disclose standard total return figures for the subaccounts that
reflect the deduction of all charges under the Contract, including the mortality
and expense charge, the administrative charge, and the Annual Contract Charge.
THESE FIGURES ARE BASED ON THE ACTUAL HISTORICAL PERFORMANCE OF THE SUBACCOUNTS
SINCE THEIR INCEPTION.

Second, we may disclose total return figures on a non-standard basis. This means
that the data will not be reduced by all the fees and charges currently assessed
under the Contract. We will only disclose non-standard performance data if it is
accompanied by standard total return data.

Third, we may present historic performance data for the portfolios since their
inception reduced by some or all fees and charges under the Contract. Such
adjusted historic performance includes data that precedes the inception dates of
the subaccounts, but is designed to show the performance that would have
resulted if the Contract had been available during that time.

Fourth, we may include in our advertising and sales materials, tax deferred
compounding charts and other hypothetical illustrations, which may include
comparisons of currently taxable and tax deferred investment programs, based on
selected tax brackets.

Appendix B contains performance information that you may find useful. It is
divided into various parts, depending upon the type of performance information
shown. Future performance will vary and future results will not be the same as
the results shown.

9. DEATH BENEFIT

We will pay a death benefit to your beneficiary, under certain circumstances, if
you are an owner and the annuitant and you die during the accumulation period.
(If you are not the annuitant, a death benefit may or may not be paid. See
below.) The beneficiary may choose an annuity payment option, or may choose to
receive a lump sum.

WHEN WE PAY A DEATH BENEFIT

BEFORE THE MATURITY DATE

We will pay a death benefit to your beneficiary IF:

/bullet/ you are both the annuitant and the owner of the Contract; and
/bullet/ you die before the maturity date.

If the only beneficiary is your surviving spouse, then he or she may elect to
continue the Contract as the new annuitant and owner, instead of receiving the
death benefit.

Distribution requirements apply to the annuity value upon the death of any owner
or annuitant. These restrictions are detailed in the SAI.

AFTER THE MATURITY DATE

The death benefit payable, if any, on or after the maturity date depends on the
annuity payment option selected.

IF:
/bullet/ you are not the annuitant; and
/bullet/ you die on or after the maturity date; and
/bullet/ the entire interest in the Contract has not been paid to you;

THEN:
/bullet/ any remaining value in the Contract will be distributed at

15
<PAGE>

least as rapidly as under the method of distribution being used as of
the date of the owner's death.

WHEN WE DO NOT PAY A DEATH BENEFIT

NO DEATH BENEFIT IS PAID IN THE FOLLOWING CASES:

IF:
/bullet/ you are not the annuitant; and
/bullet/ the annuitant dies prior to the maturity date;

THEN:
/bullet/ you will become the new annuitant and the Contract will continue.

IF:
/bullet/ you are not the annuitant; and
/bullet/ an owner dies prior to the maturity date;

THEN:
NOTE CAREFULLY. If the owner does not name a successor owner, the owner's estate
will become the new owner.

AMOUNT OF DEATH BENEFIT

Death benefit provisions may differ from state to state. The death benefit will
be the greater of:

/bullet/ the value of your Contract on the date we receive proof of death and
your beneficiary's election regarding payment; or
/bullet/ the total purchase payments you make to the Contract, less partial
withdrawals.

ALTERNATE PAYMENT ELECTIONS

The beneficiary may elect to receive the death benefit in a lump sum payment, or
(if not your surviving spouse) to receive payment:

1. within 5 years of the date of your death;
2. over a specific number of years, not to exceed the beneficiary's
life expectancy, with payments starting within one year of the
annuitant's death; or
3. under a life annuity payout option, with payments starting within
one year of the annuitant's death.

If the beneficiary chooses 1 or 2, this Contract remains in effect and remains
in the accumulation period until it terminates at the end of the elected period.
The death benefit becomes the new annuity value. If the beneficiary chooses 3,
the Contract remains in effect, but moves into the annuity phase with the
beneficiary receiving payments under a life annuity payout option. Special
restrictions apply to option 1. See the SAI for more details.

10. OTHER INFORMATION

OWNERSHIP

You, as owner of the Contract, exercise all rights under the Contract. You can
change the owner at any time by notifying Western Reserve in writing. An
ownership change may be a taxable event.

ASSIGNMENT

You can also assign the Contract any time during your lifetime. Western Reserve
will not be bound by the assignment until we receive written notice of the
assignment. Western Reserve will not be liable for any payment or other action
we take in accordance with the Contract before we receive notice of the
assignment. An assignment may be a taxable event. There may be limitations on
your ability to assign a Qualified Contract.

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

Western Reserve was incorporated under the laws of Ohio on October 1, 1957. It
is engaged in the business of writing life insurance policies and annuity
contracts. Western Reserve is wholly-owned by First AUSA Life Insurance Company,
a stock life insurance company which is wholly-owned by AEGON USA, Inc. (AEGON
USA), which conducts most of its operations through subsidiary companies engaged
in the insurance business or in providing non-insurance financial services. All
of the stock of AEGON USA is indirectly owned by AEGON n.v. of the Netherlands,
the securities of which are publicly traded. AEGON n.v., a holding company,
conducts its business through subsidiary companies engaged primarily in the
insurance business. Western Reserve is licensed in the District of Columbia,
Guam, Puerto Rico and in all states except New York.

THE SEPARATE ACCOUNT

Western Reserve established a separate account, called the WRL Series Annuity
Account B, under the laws of the State of Ohio on May 24, 1993. The separate
account is divided into subaccounts, each of which invests exclusively in shares
of a mutual fund portfolio. Currently, there are 11 subaccounts offered through
this Contract. Western Reserve may add, delete or substitute subaccounts or
investments held by the subaccounts, and we reserve the right to change the
investment objective of any subaccount, subject to applicable law as

16
<PAGE>
described in the SAI. In addition, the separate account may be used for other
variable annuity contracts issued by Western Reserve.

The separate account is registered with the SEC as a unit investment trust under
the 1940 Act. However, the SEC does not supervise the management, the investment
practices, or the Contracts of the separate account or Western Reserve.

The assets of the separate account are held in Western Reserve's name on behalf
of the separate account and belong to Western Reserve. However, the assets
underlying the Contracts are not chargeable with liabilities arising out of any
other business Western Reserve may conduct. The income, gains and losses,
realized and unrealized, from the assets allocated to each subaccount are
credited to and charged against that subaccount without regard to the income,
gains and losses from any other of our accounts or subaccounts.

Information about the separate account can be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. You may obtain information about the
operation of the public reference room by calling the Commission at
1-800-SEC-0330. In addition, the SEC maintains a web site (http://www.sec.gov)
that contains other information regarding the separate account.

VOTING RIGHTS

Western Reserve will vote all shares of the underlying funds in accordance with
instructions we receive from you and other owners that have voting interests in
the portfolios. We will send you and other owners written requests for
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares in proportion to those instructions. However, if we
determine that we are permitted to vote the shares in our own right, we may do
so. Each person having a voting interest will receive proxy material, reports,
and other materials relating to the appropriate portfolio. More information on
voting rights is provided in the SAI.

DISTRIBUTOR OF THE CONTRACTS

AFSG Securities Corporation is the principal underwriter of the Contracts. Like
Western Reserve, it is an indirect wholly- owned subsidiary of AEGON USA. It is
located at 4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001. AFSG Securities
Corporation is registered as a broker/dealer under the Securities Exchange Act
of 1934. It is a member of the National Association of Securities Dealers, Inc.
("NASD").

There are no sales commissions payable upon the sale of Contracts. The offering
of Contracts will be made on a continuous basis.

NON-PARTICIPATING CONTRACT

The Contract does not participate or share in the profits or surplus earnings of
Western Reserve. No dividends are payable on the Contract.

VARIATIONS IN CONTRACT PROVISIONS

Certain provisions of the Contracts may vary from the descriptions in this
prospectus in order to comply with different state laws. See your Contract for
variations since any such state variations will be included in your Contract or
in riders or endorsements attached to your Contract.

Washington State residents: The fixed account is NOT available to you. You may
not direct any money to the fixed account or transfer any money to the fixed
account.

YEAR 2000 MATTERS

In October 1996, Western Reserve adopted and presently has in place a Year 2000
Assessment and Planning Project (the "Plan") to review and analyze existing
hardware and software systems, as well as voice and data communications systems,
to determine if they are Year 2000 compatible. The Plan provides for a
management process, which ensures that when a particular system, or software
application, is determined to be "non-compliant," the proper steps are in place
either to remedy the "non-compliance" or cease using the particular system or
software. The Plan also provides that the Chief Information Officer report to
the Board of Directors as to the status of the efforts under the Plan on a
regular and routine basis. Western Reserve has engaged the services of a
third-party provider that specializes in Year 2000 issues to work on the
project.

The Plan has four specific objectives: (1) develop an inventory of all
applications; (2) evaluate all applications to determine the most prudent manner
to move them to Year 2000 compliance, if required; (3) estimate budgets,
resources and schedules for the migration of the "affected" applications to Year
2000 compliance; and (4) define testing and deployment requirements to
successfully manage validation and re-deployment of any changed code. As of
December 31, 1998, substantially all

17
<PAGE>
mission critical internal systems are Year 2000 compliant. Validation testing
will continue through and including 1999.

As of the date of this Prospectus, Western Reserve has identified and made
available what it believes are the appropriate resources of hardware, people,
and dollars, including the engagement of outside third parties, to ensure that
the Plan will be completed.

The Year 2000 computer problem, and its resolution, is complex and multifaceted,
and the success of a response plan cannot be conclusively known until the Year
2000 is reached (or an earlier date to the extent that the systems or equipment
addresses Year 2000 data prior to the Year 2000). Even with appropriate and
diligent pursuit of a well-conceived response plan, including testing
procedures, there is no certainty that any company will achieve complete
success. Further, notwithstanding its efforts or results, Western Reserve's
ability to function unaffected to and through the Year 2000 may be adversely
affected by actions (or failure to act) of third parties beyond its knowledge or
control.

IMSA

Western Reserve is a member of the Insurance Marketplace Standards Association
(IMSA). IMSA members subscribe to a set of ethical standards involving the sales
and service of individually sold life insurance and annuities. As a member, we
may use the IMSA logo and language in advertisements.

LEGAL PROCEEDINGS

Western Reserve, like other life insurance companies, is involved in lawsuits.
We are not aware of any class lawsuits naming us as a defendant or involving the
separate account. In some lawsuits involving other insurers, substantial damages
have been sought and/or material settlement payments have been made. Although
the outcome of any litigation cannot be predicted with certainty, Western
Reserve believes that at the present time there are no pending or threatened
lawsuits that are reasonably likely to have a material adverse impact on the
series account, AFSG Securities Corporation, the principal underwriter for the
Contracts, or Western Reserve.

FINANCIAL STATEMENTS

Financial Statements of Western Reserve and the separate account are included in
the SAI.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Definitions of Special Terms
The Contract--General Provisions
Certain Federal Income Tax Consequences
Investment Experience
Historical Performance Data
Published Ratings
Administration
Records and Reports
Distribution of the Contracts
Other Products
Custody of Assets
Legal Matters
Independent Accountants
Other Information
Financial Statements

Inquiries and requests for a SAI should be directed to:

Western Reserve Life
Attention: Annuity Department
P.O. Box 9052
Clearwater, Florida 33758-9052
1-800-504-4440

18
<PAGE>

APPENDIX A
CONDENSED FINANCIAL INFORMATION

GROWTH SUBACCOUNT
- -------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
9/14/93(1) - 12/31/93 $10.000 $10.350 100,000
- ------------------------ ------------- ------------- --------------
12/31/94 $10.350 $10.547 451,117.958
- ------------------------ ------------- ------------- --------------
12/31/95 $10.547 $13.613 743,809.909
- ------------------------ ------------- ------------- --------------
12/31/96 $13.613 $16.010 1,042,859.684
- ------------------------ ------------- ------------- --------------
12/31/97 $16.010 $19.524 1,514,530.379
- ------------------------ ------------- ------------- --------------
12/31/98 $19.524 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

AGGRESSIVE GROWTH SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
9/14/93(1) - 12/31/93 $10.000 $11.805 100,000
- ------------------------ ------------- ------------- --------------
12/31/94 $11.805 $13.617 354,557.639
- ------------------------ ------------- ------------- --------------
12/31/95 $13.617 $17.213 678,636.237
- ------------------------ ------------- ------------- --------------
12/31/96 $17.213 $18.449 1,020,107.090
- ------------------------ ------------- ------------- --------------
12/31/97 $18.449 $20.651 984,381.141
- ------------------------ ------------- ------------- --------------
12/31/98 $20.651 $
- ------------------------ ------------- ------------- --------------

WORLDWIDE GROWTH SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
9/14/93(1) - 12/31/93 $10.000 $11.910 100,000
- ------------------------ ------------- ------------- --------------
12/31/94 $11.910 $11.991 561,882.376
- ------------------------ ------------- ------------- --------------
12/31/95 $11.991 $15.144 732,914.024
- ------------------------ ------------- ------------- --------------
12/31/96 $15.144 $19.402 1,211,235.201
- ------------------------ ------------- ------------- --------------
12/31/97 $19.402 $23.547 1,875,176.146
- ------------------------ ------------- ------------- --------------
12/31/98 $23.547 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

<PAGE>

INTERNATIONAL GROWTH SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------

5/2/94(1) - 12/31/94 $10.000 $ 9.665 93,520.075
- ------------------------ ------------- ------------- --------------
12/31/95 $ 9.665 $11.801 135,202.435
- ------------------------ ------------- ------------- --------------
12/31/96 $11.801 $15.785 390,010.601
- ------------------------ ------------- ------------- --------------
12/31/97 $15.785 $18.585 821,409.199
- ------------------------ ------------- ------------- --------------
12/31/98 $18.585 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

BALANCED SUBACCOUNT
- -------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
9/14/93(1) - 12/31/93 $10.000 $10.720 100,000
- ------------------------ ------------- ------------- --------------
12/31/94 $10.720 $10.720 201,716.082
- ------------------------ ------------- ------------- --------------
12/31/95 $10.720 $13.264 247,488.141
- ------------------------ ------------- ------------- --------------
12/31/96 $13.264 $15.301 348,749.461
- ------------------------ ------------- ------------- --------------
12/31/97 $15.301 $18.562 608,080.467
- ------------------------ ------------- ------------- --------------
12/31/98 $18.562 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

FLEXIBLE INCOME SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
9/14/93(1) - 12/31/93 $10.000 $10.070 100,000
- ------------------------ ------------- ------------- --------------
12/31/94 $10.070 $ 9.895 90,218.877
- ------------------------ ------------- ------------- --------------
12/31/95 $ 9.895 $12.152 200,443.851
- ------------------------ ------------- ------------- --------------
12/31/96 $12.152 $13.175 166,841.253
- ------------------------ ------------- ------------- --------------
12/31/97 $13.175 $14.629 250,305.069
- ------------------------ ------------- ------------- --------------
12/31/98 $14.629 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

MONEY MARKET SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
5/1/95(1) - 12/31/95 $10.000 $10.303 167,435.066
- ------------------------ ------------- ------------- --------------
12/31/96 $10.303 $10.744 567,317.336
- ------------------------ ------------- ------------- --------------
12/31/97 $10.744 $11.226 656,381.666
- ------------------------ ------------- ------------- --------------
12/31/98 $11.226 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

<PAGE>

HIGH-YIELD SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
5/1/96(1) - 12/31/96 $10.000 $11.191 58,905.138
- ------------------------ ------------- ------------- --------------
12/31/97 $11.191 $12.895 225,866.419
- ------------------------ ------------- ------------- --------------
12/31/98 $12.895 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

CAPITAL APPRECIATION SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
5/1/97(1) - 12/31/97 $10.000 $12.605 209,216.685
- ------------------------ ------------- ------------- --------------
12/31/98 $12.605 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

EQUITY INCOME SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
5/1/97(1) - 12/31/97 $10.000 $13.412 227,237.196
- ------------------------ ------------- ------------- --------------
12/31/98 $13.412 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

GROWTH AND INCOME SUBACCOUNT
- ------------------------------------------------------------------------------
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at at Units Outstanding
Beginning End of at End of
of Period Period Period
- ------------------------------------------------------------------------------
5/1/98(1) - 12/31/98 $10.000 $
- ------------------------ ------------- ------------- --------------
- ------------------------------------------------------------------------------

(1) Commencement of operations of these subaccounts.

<PAGE>

APPENDIX B

HISTORICAL PERFORMANCE DATA

STANDARDIZED PERFORMANCE DATA

Western Reserve may advertise historical yields and total returns for the
subaccounts of the separate account. These figures are based on historical
earnings and will be calculated according to guidelines from the SEC. They do
not indicate future performance.

MONEY MARKET SUBACCOUNT. The yield of the Money Market Subaccount is the
annualized income generated by an investment in the subaccount over a specified
seven-day period. The yield is calculated by assuming that the income generated
for that seven-day period, not including capital changes or income other than
investment income, is generated each seven-day period over a 52-week period and
is shown as a percentage of the investment. The effective yield is calculated
similarly but we assume that the income earned is reinvested. The effective
yield will be slightly higher than the yield because of the compounding effect
of this assumed reinvestment. For the seven days ended December 31, 1998, the
yield of the Money Market Subaccount was ____%, and the effective yield was
____%.

OTHER SUBACCOUNTS. The yield of a subaccount (other than the Money Market
Subaccount) refers to the annualized income generated by an investment in the
subaccount over a specified 30-day period. The yield is calculated by assuming
that the income generated by the investment during that 30-day period is
generated each 30-day period over a 12-month period and is shown as a percentage
of the investment.

The total return of a subaccount assumes that an investment has been held in the
subaccount for various periods of time including a period measured from the date
the subaccount began operations. When a subaccount has been in operation for 1,
5, and 10 years, the total return for these periods will be provided. The total
return quotations will represent the average annual compounded rates of return
of investment of $1,000 in the subaccount as of the last day of each period.

The yield and total return calculations are not reduced by any premium taxes.
For additional information regarding yields and total returns, please refer to
the SAI.

Based on the method of calculation described in the SAI, the average annual
total returns for periods from inception of the subaccounts to December 31,
1998, and for the one and three year periods ended December 31, 1998 are shown
in Table 1 below. Total returns shown reflect deductions of 0.50% for the
mortality and expense risk charge, 0.15% for the administrative charge and the
$30 Annual Contract Charge. (Based on an average Contract size of $_________,
the Annual Contract Charge translates into a charge of _____%.)

TABLE 1
STANDARD AVERAGE ANNUAL TOTAL RETURNS OF THE SUBACCOUNTS
(TOTAL SUBACCOUNT ANNUAL EXPENSES: 0.65%)

1 YEAR 3 YEARS 5 YEARS INCEPTION OF SUBACCOUNT
ENDED ENDED ENDED THE SUBACCOUNT INCEPTION
SUBACCOUNT 12/31/98 12/31/98 12/31/98 TO 12/31/98 DATE

Growth 9/14/93
Aggressive Growth 9/14/93
Worldwide Growth 9/14/93
Balanced 9/14/93
Flexible Income 9/14/93
International Growth 5/2/94
Money Market* 5/1/95
High-Yield 5/1/96
Capital Appreciation 5/1/97
Equity Income 5/1/97
Growth and Income 5/1/98
- -------------------------------------------------------------------------------

* Yield more closely reflects the current earnings of the Money Market
Subaccount than its total return.

<PAGE>

PART B

INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

JANUS RETIREMENT ADVANTAGE (R)
VARIABLE ANNUITY

Issued through

WRL SERIES ANNUITY ACCOUNT B

Offered by
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

570 Carillon Parkway
St. Petersburg, Florida 33716

This Statement of Additional Information expands upon subjects discussed in the
current prospectus for the Janus Retirement Advantage Variable Annuity offered
by Western Reserve Life Assurance Co. of Ohio. You may obtain a copy of the
prospectus dated May 1, 1999, by calling 1-800-504-4440, or by writing to the
administrative office, Western Reserve Life, P.O. Box 9052, Clearwater, Florida
33758-9052. The prospectus sets forth information that a prospective investor
should know before investing in a Contract. Terms used in the current prospectus
for the Contract are incorporated in this Statement of Additional Information.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT AND THE WRL SERIES
ANNUITY ACCOUNT B.

DATED: MAY 1, 1999

<PAGE>

TABLE OF CONTENTS

PAGE
----

DEFINITIONS OF SPECIAL TERMS............................................... 3

THE CONTRACT--GENERAL PROVISIONS........................................... 4
Owner.................................................................. 4
Entire Contract........................................................ 4
Misstatement of Age or Gender.......................................... 4
Addition, Deletion or Substitution of Investments...................... 4
Annuity Payment Options................................................ 5
Death Benefit.......................................................... 6
Assignment............................................................. 6
Proof of Age, Gender, and Survival..................................... 7
Non Participating...................................................... 7

CERTAIN FEDERAL INCOME TAX CONSEQUENCES ................................... 7
Tax Status of the Contract............................................. 7
Taxation of Western Reserve............................................ 9

INVESTMENT EXPERIENCE...................................................... 9
Accumulation Units..................................................... 9
Annuity Unit Value and Annuity Payment Rates........................... 10

HISTORICAL PERFORMANCE DATA ............................................... 12
Money Market Yields.................................................... 12
Other Subaccount Yields................................................ 13
Total Returns.......................................................... 13
Other Performance Data................................................. 14
Advertising and Sales Literature....................................... 14

PUBLISHED RATINGS.......................................................... 15

ADMINISTRATION............................................................. 15

RECORDS AND REPORTS........................................................ 15

DISTRIBUTION OF THE CONTRACTS.............................................. 15

OTHER PRODUCTS............................................................. 15

CUSTODY OF ASSETS.......................................................... 15

LEGAL MATTERS.............................................................. 16

INDEPENDENT ACCOUNTANTS.................................................... 16

OTHER INFORMATION.......................................................... 16

FINANCIAL STATEMENTS....................................................... 16

-2-
<PAGE>

DEFINITIONS OF SPECIAL TERMS

accumulation period The period between the Contract Date and the
maturity date while the Contract is in force.
accumulation unit value An accounting unit of measure used to calculate
subaccount values during the accumulation period.
annuitant The person named in the application, or as
subsequently changed, to receive annuity payments.
The annuitant may be changed as provided in the
Contract's death benefit provisions and annuity
provision.
annuity value The sum of the separate account value and the fixed
account value.
annuity unit value An accounting unit of measure used to calculate
annuity payments from certain subaccounts after the
maturity date.
attained age The issue age plus the number of completed Contract
years. Issue age refers to the age on the birthday
nearest the Contract Date.
beneficiary(ies) The person(s) entitled to receive the death benefit
proceeds under the Contract.
Cash Value The annuity value less any applicable premium
taxes.
Code The Internal Revenue Code of 1986, as amended.
Contract Date The later of the date on which the initial purchase
payment is received and the date that the properly
completed application is received at Western
Reserve's administrative office.
fixed account An allocation option under the Contract, other than
the separate account, that provides for
accumulation of purchase payments, and options for
annuity payments on a fixed basis. For Contracts
issued in the State of Washington, the fixed
account is not available for allocation of net
purchase payments or transfers.
fixed account value During the accumulation period, a Contract's value
allocated to the fixed account.
in force Condition under which the Contract is active and
the owner is entitled to exercise all rights under
the Contract.
maturity date The date on which the accumulation period ends and
annuity payments begin.
Net Purchase Payment The purchase payment less any applicable premium
taxes. Non-Qualified Contracts Contracts issued
other than in connection with retirement plans.
Non-Qualified Contracts do not qualify for special Federal income tax
treatment under the Code.
owner, you, your The person(s) entitled to exercise all
rights under the Contract. The annuitant is the
owner unless the application states otherwise, or
unless a change of ownership is made at a later
time.
portfolio A separate investment portfolio of the Trust.
purchase payments Amounts paid by an owner or on the owner's
behalf to Western Reserve as consideration for the
benefits provided by the Contract.
Qualified Contracts Contracts issued in connection with retirement
plans that qualify for special Federal income tax
treatment under the Code.
series account (or WRL Series Annuity Account B, a separate account
separate account) composed of several subaccounts established to
series account value receive and invest Net Purchase Payments not
(or separate account value) allocated to the fixed account. During the
accumulation period, the value in the separate
account, which equals the total value in each
subaccount during the accumulation period.
subaccount A sub-division of the separate account that invests
exclusively in the shares of a specified portfolio
and supports the Contracts. Subaccounts
corresponding to each applicable portfolio hold
assets under the Contract during the accumulation
period. Other subaccounts corresponding to each
applicable portfolio will hold assets after the
maturity date if a series account annuity option is
selected.
surrender The termination of a Contract at the option of the
owner.
Trust Janus Aspen Series, an investment company
registered with the U.S. Securities and Exchange
Commission.
Valuation Date Each day on which the New York Stock Exchange is
open for trading, except when a subaccount's
corresponding portfolio does not value its shares.
Valuation Period The period beginning at the end of one Valuation
Date and continuing to the end of the next
succeeding Valuation Date.

-3-
<PAGE>

In order to supplement the description in the prospectus, the following provides
additional information about Western Reserve and the Contract, which may be of
interest to a prospective purchaser. CERTAIN WORDS IN THIS STATEMENT OF
ADDITIONAL INFORMATION (SAI) ARE DEFINED IN THE DEFINITIONS OF SPECIAL TERMS,
FOUND ON PAGE 3.

THE CONTRACT--GENERAL PROVISIONS

OWNER

The Contract shall belong to the owner upon issuance of the Contract after
completion of an application and delivery of the initial purchase payment. While
the annuitant is living, the owner may: (1) assign the Contract; (2) surrender
the Contract; (3) amend or modify the Contract with Western Reserve's consent;
(4) receive annuity payments or name a payee to receive the payments; and (5)
exercise, receive and enjoy every other right and benefit contained in the
Contract. The exercise of these rights may be subject to the consent of any
assignee or irrevocable beneficiary; and of the owner's spouse in a community or
marital property state.

A successor owner can be named in the Contract application or in a written
notice. The successor owner will become the new owner upon the owner's death, if
the owner is not the annuitant and dies before the annuitant. If no successor
owner survives the owner and the owner dies before the annuitant, the owner's
estate will become the owner.

The owner may change the ownership of the Contract in a written notice. When
this change takes effect, all rights of ownership in the Contract will pass to
the new owner. A change of ownership may have tax consequences.

When there is a change of owner or successor owner, the change will take effect
as of the date Western Reserve accepts the written notice. We assume no
liability for any payments made, or actions taken before a change is accepted,
and shall not be responsible for the validity or effect of any change of
ownership. Changing the owner or naming a new successor owner cancels any prior
choice of successor owner, but does not change the designation of the
beneficiary or the annuitant.

ENTIRE CONTRACT

The Contract and any endorsements thereon and the Contract application
constitute the entire contract between Western Reserve and the owner. All
statements in the application are representations and not warranties. No
statement will cause the Contract to be void or to be used in defense of a claim
unless contained in the application.

MISSTATEMENT OF AGE OR GENDER

If the age or gender of the annuitant has been misstated, Western Reserve will
change the annuity benefit payable to that which the purchase payments would
have purchased for the correct age or gender. The dollar amount of any
underpayment Western Reserve makes shall be paid in full with the next payment
due such person or the beneficiary. The dollar amount of any overpayment Western
Reserve makes due to any misstatement shall be deducted from payments
subsequently accruing to such person or beneficiary. Any underpayment or
overpayment will include interest at 5% per year, from the date of the wrong
payment to the date of the adjustment. The age of the annuitant may be
established at any time by the submission of proof Western Reserve finds
satisfactory.

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares that are held by
the separate account or that the separate account may purchase. We reserve the
right to eliminate the shares of any of the portfolios of the Trust and to
substitute shares of another portfolio of the Trust (or of another open-end
registered investment company), if the shares of a portfolio are no longer
available for investment, or if in our judgement further investment in any
portfolio should become inappropriate in view of the purposes of the separate
account. We will not, however, substitute any shares attributable to an owner's
interest in a subaccount without notice to, and prior approval of, the
Securities and Exchange Commission (to the extent required by the Investment
Company Act of 1940, as amended (1940 Act)) or other applicable law.

We also reserve the right to establish additional subaccounts, each of which
would invest in a new portfolio of the Trust, or in shares of another investment
company, with a specified investment objective. New subaccounts may be
established when, in the

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sole discretion of Western Reserve, marketing, tax or investment conditions
warrant, and any new subaccounts will be made available to existing owners on a
basis to be determined by Western Reserve. We may also eliminate one or more
subaccounts if, in our sole discretion, marketing, tax or investment conditions
warrant.

In the event of any such substitution or change, we may make such changes in the
Contracts and other annuity contracts as may be necessary or appropriate to
reflect such substitution or change. If deemed by Western Reserve to be in the
best interest of persons having voting rights under the Contracts, the series
account may be operated as a management company under the 1940 Act, or subject
to any required approval, it may be deregistered under that Act in the event
such registration is no longer required.

We reserve the right to change the investment objective of any subaccount.
Additionally, if required by law or regulation, we will not materially change an
investment objective of the series account or of a portfolio designated for a
subaccount unless a statement of the change is filed with and approved by the
appropriate insurance offical of the state of Western Reserve's domicile, or
deemed approved in accordance with such law or regulation.

ANNUITY PAYMENT OPTIONS

During the lifetime of the annuitant and prior to the maturity date, the owner
may choose an annuity payment option or change the election. If no election is
made prior to the maturity date, annuity payments will be made under payment
Option D, with 120 payments guaranteed.

Thirty days prior to the maturity date, we will mail to the owner a notice and a
form upon which the owner can select allocation options for the annuity proceeds
as of the maturity date, which cannot be changed thereafter and will remain in
effect until the Contract terminates. If a series account annuity option is
chosen, the owner must include in the written notice the subaccount allocation
of the annuity proceeds as of the maturity date. If we do not receive that form
or other written notice acceptable to us prior to the maturity date, the
Contract's existing allocation options will remain in effect until the Contract
terminates. The owner may also, prior to the maturity date, select or change the
frequency of annuity payments, which may be monthly, quarterly, semi-annually or
annually, provided that the annuity option and payment frequency provides for
payments of at least $100 per period. If none of these is possible, a lump sum
payment will be made.

DETERMINATION OF THE FIRST VARIABLE PAYMENT. The amount of the first variable
payment is determined by multiplying the annuity proceeds times the appropriate
rate for the variable option selected. The rates are based on the Society of
Actuaries 1983 Individual Mortality Table A with projection and a 5% effective
annual assumed investment return and assuming a maturity date in the year 2000.
Gender based mortality tables will be used unless prohibited by law. The amount
of the first variable payment depends upon the gender (if consideration of
gender is allowed under state law) and adjusted age of the annuitant. The
adjusted age is the annuitant's actual age nearest birthday, at the maturity
date, adjusted as follows:

MATURITY DATE ADJUSTED AGE
------------- ------------
Before 2001 Actual Age
2001-2010 Actual Age minus 1
2011-2020 Actual Age minus 2
2021-2030 Actual Age minus 3
2031-2040 Actual Age minus 4
After 2040 As determined by Western Reserve

This adjustment assumes an increase in life expectancy, and therefore it results
in lower payments than without such an adjustment.

DETERMINATION OF ADDITIONAL VARIABLE PAYMENTS. The amount of variable annuity
payments after the first will increase or decrease according to the annuity unit
value which reflects the investment experience of the selected subaccount(s).
Each variable annuity payment after the first will be equal to the number of
units attributable to the Contract in each selected subaccount multiplied by the
annuity unit value of that subaccount on the date the payment is processed. The
number of such units is determined by dividing the first payment allocated to
that subaccount by the annuity unit value of that subaccount on the date the
first annuity payment is processed.

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DEATH BENEFIT

DEATH OF OWNER. Federal tax law requires that if any owner (including any joint
owner or any successor owner who has become a current owner) dies before the
maturity date, then the entire value of the Contract must generally be
distributed within five years of the date of death of such owner. Special rules
apply where (1) the spouse of the deceased owner is the sole beneficiary, (2)
the owner is not a natural person and the primary annuitant dies or is changed,
or (3) any owner dies after the maturity date. See "Certain Federal Income Tax
Matters" for a detailed description of these rules. Other rules may apply to
Qualified Contracts.

If the annuitant is not an owner, and an owner dies prior to the maturity date,
a successor owner may surrender the Contract at any time for the amount of the
Cash Value. If the successor owner is not the deceased owner's spouse, however,
the Cash Value must be distributed: (1) within five years after the date of the
deceased owner's death, or (2) as payments that begin no later than one year
after the deceased owner's death and must be made for the successor owner's
lifetime or for a period certain (so long as any period certain does not exceed
the successor owner's life expectancy).

DEATH OF ANNUITANT. Due proof of death of the annuitant is proof that the
annuitant who is an owner died prior to the commencement of annuity payments.
Upon receipt of this proof and an election of a method of settlement and return
of the Contract, the death benefit generally will be paid within seven days, or
as soon thereafter as we have sufficient information about the beneficiary to
make the payment. The beneficiary may receive the amount payable in a lump sum
cash benefit, or, subject to any limitation under any state or Federal law,
rule, or regulation, under one of the annuity payment options, unless a
settlement agreement is effective at the owner's death preventing such election.

If the annuitant was an owner, and the beneficiary was not the deceased
annuitant's spouse, (1) the death benefit must be distributed within five years
of the date of the deceased owner's death, or (2) payments must begin no later
than one year after the deceased owner's death and must be made for the
beneficiary's lifetime or for a period certain (so long as any certain period
does not exceed the beneficiary's life expectancy). Death Proceeds which are not
paid to or for the benefit of a natural person must be distributed within five
years of the date of the deceased owner's death. If the sole beneficiary is the
deceased owner's surviving spouse, such spouse may elect to continue the
Contract as the new annuitant and owner instead of receiving the death benefit.
(See "Certain Federal Income Tax Consequences" in this SAI.)

If the beneficiary elects to receive the death benefit proceeds under option
(1), then: (a) we will allow the beneficiary to make only ONE partial withdrawal
during the 5 year period. That withdrawal must be made at the time option (1) is
elected. No withdrawal charges will apply to this withdrawal; (b) we will allow
the beneficiary to make ONE transfer to and from the subaccounts and the fixed
account during the 5 year period. That transfer must be made at the time option
(1) is elected; (c) we will deduct the Annual Contract Charge each year during
the 5 year period; (d) we will not apply any withdrawal charges to the total
distribution of Contract; (e) we will not permit annuitization at the end of the
5 year period; and (f) if the beneficiary dies during the 5 year period, we will
pay the remaining value of the Contract first to the contingent beneficiary
named by the owner. If no contingent beneficiary is named, then we will make
payment to the beneficiary's estate. The beneficiary is not permitted to name
his or her own beneficiary.

BENEFICIARY. The beneficiary designation in the application will remain in
effect until changed. The owner may change the designated beneficiary during the
annuitant's lifetime by sending written notice to Western Reserve. The
beneficiary's consent to such change is not required unless the beneficiary was
irrevocably designated or law requires consent. (If an irrevocable beneficiary
dies, the owner may then designate a new beneficiary.) The change will take
effect as of the date the owner signs the written notice. We will not be liable
for any payment made before the written notice is received. Unless we receive
written notice from the owner to the contrary, no beneficiary may assign any
payments under the Contract before such payments are due. To the extent
permitted by law, no payments under the Contract will be subject to the claims
of any beneficiary's creditors.

ASSIGNMENT

During the annuitant's lifetime and prior to the maturity date (subject to any
irrevocable beneficiary's rights) the owner may assign any rights or benefits
provided by a Non-Qualified Contract. The assignment of a Contract will be
treated as a distribution of the annuity value for Federal tax purposes. Any
assignment must be made in writing and accepted by Western Reserve. An
assignment will be effective as of the date accepted by Western Reserve. We
assume no liability for any payments made or actions taken before a change is
accepted and shall not be responsible for the validity or effect of any
assignment.

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<PAGE>

With regard to Qualified Contracts, ownership of the Contract generally may be
assigned, but any assignment may be subject to restrictions, penalties, taxation
as a distribution, or even prohibition under the Code, and must also be
permitted under the terms of the underlying retirement plan.

PROOF OF AGE, GENDER, AND SURVIVAL

Western Reserve may require proper proof of age and gender of any annuitant or
co-annuitant prior to making the first annuity payment. Prior to making any
payment, Western Reserve may require proper proof that the annuitant or
co-annuitant is alive and legally qualified to receive such payment. If required
by law to ignore differences in gender of any payee, annuity payments will be
determined using unisex rates.

NON-PARTICIPATING

The Contract will not share in Western Reserve's surplus earnings; no dividends
will be paid.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

THE FOLLOWING SUMMARY DOES NOT CONSTITUTE TAX ADVICE. IT IS A GENERAL DISCUSSION
OF CERTAIN OF THE EXPECTED FEDERAL INCOME TAX CONSEQUENCES OF INVESTMENT IN AND
DISTRIBUTIONS WITH RESPECT TO A CONTRACT, BASED ON THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, PROPOSED AND FINAL TREASURY REGULATIONS THEREUNDER, JUDICIAL
AUTHORITY, AND CURRENT ADMINISTRATIVE RULINGS AND PRACTICE. THIS SUMMARY
DISCUSSES ONLY CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO "UNITED STATES
PERSONS," AND DOES NOT DISCUSS STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES. UNITED
STATES PERSONS MEANS CITIZENS OR RESIDENTS OF THE UNITED STATES, DOMESTIC
CORPORATIONS, DOMESTIC PARTNERSHIPS AND TRUSTS OR ESTATES THAT ARE SUBJECT TO
UNITED STATES FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF THEIR INCOME.

TAX STATUS OF THE CONTRACT

The following discussion is based on the assumption that the Contract qualifies
as an annuity contract for Federal income tax purposes.

DIVERSIFICATION REQUIREMENTS. Section 817(h) of the Code provides that in order
for a variable contract which is based on a segregated asset account to qualify
as an annuity contract under the Code, the investments made by such account must
be "adequately diversified" in accordance with Treasury regulations. The
Treasury regulations issued under Section 817(h) (Treas. Reg. (ss.) 1.817-5)
apply a diversification requirement to each of the subaccounts of the series
account. The series account, through the Fund and its portfolios, intends to
comply with the diversification requirements of the Treasury.

Section 817(h) applies to variable annuity contracts other than pension plan
contracts. The regulations reiterate that the diversification requirements do
not apply to pension plan contracts. All of the qualified retirement plans
(described below) are defined as pension plan contracts for these purposes.
Notwithstanding the exception of Qualified Contracts from application of the
diversification rules, the investment vehicle for Western Reserve's Qualified
Contracts (i.e., the Trust) will be structured to comply with the
diversification standards because it serves as the investment vehicle for
Non-Qualified Contracts as well as Qualified Contracts.

OWNER CONTROL. In certain circumstances, owners of variable annuity contracts
may be considered the owners, for Federal income tax purposes, of the assets of
the separate account used to support their contracts. In those circumstances,
income and gains from the series account assets would be includable in the
variable annuity contractowner's gross income. Several years ago, the IRS stated
in published rulings that a variable contract owner will be considered the owner
of series account assets if the contractowner possesses incidents of ownership
in those assets, such as the ability to exercise investment control over the
assets. More recently, the Treasury Department announced, in connection with the
issuance of regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor, 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 Contractholders
may direct their investments to particular subaccounts without being treated as
owners of underlying assets."

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The ownership rights under the Contract are similar to, but different in certain
respects from those described by the IRS in rulings in which it was determined
that owners were not owners of series account assets. For example, the owner of
a Contract has the choice of one or more subaccounts in which to allocate
premiums and Contract Values, and may be able to transfer among these accounts
more frequently than in such rulings. These differences could result in owners
being treated as the owners of the assets of the series account. In addition,
Western Reserve does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. We therefore reserve the right to modify the Contracts as necessary to
attempt to prevent the owners from being considered the owners of a pro rata
share of the assets of the series account.

DISTRIBUTION REQUIREMENTS. The Code also requires that Non-Qualified Contracts
contain specific provisions for distribution of Contract proceeds upon the death
of the owner. In order to be treated as an annuity contract for Federal income
tax purposes, the Code requires that such Contracts provide that if any owner
dies on or after the maturity date and before the entire interest in the
Contract has been distributed, the remaining portion must be distributed at
least as rapidly as under the method in effect on such owner's death. If any
owner dies before the maturity date, the entire interest in the Contract must
generally be distributed within 5 years after such owner's date of death or be
applied to provide an immediate annuity under which payments will begin within
one year of such owner's death and will be made for the life of the beneficiary
or for a period not extending beyond the life expectancy of the beneficiary.
However, if such owner's death occurs prior to the maturity date, and such
owner's surviving spouse is named beneficiary, then the Contract may be
continued with the surviving spouse as the new owner. If any owner is not a
natural person, then for purposes of these distribution requirements, the
primary annuitant shall be treated as the owner and any death or change of such
primary annuitant shall be treated as the death of an owner. The Contract
contains provisions intended to comply with these requirements of the Code. No
regulations interpreting these requirements of the Code have yet been issued and
thus no assurance can be given that the provisions contained in the Contracts
satisfy all such Code requirements. The provisions contained in the Contracts
will be reviewed and modified if necessary to maintain their compliance with the
Code requirements when clarified by regulation or otherwise.

WITHHOLDING. The portion of any distribution under a Contract that is includable
in gross income will be subject to Federal income tax withholding unless the
recipient of such distribution elects not to have Federal income tax withheld
and properly notifies Western Reserve. For certain Qualified Contracts, certain
distributions are subject to mandatory withholding. The withholding rate varies
according to the type of distribution and the owner's tax status. For Qualified
Contracts, "eligible rollover distributions" from section 401(a) plans and
section 403(b) tax-sheltered annuities are subject to a mandatory Federal income
tax withholding of 20%. An eligible rollover distribution is the taxable portion
of any distribution from such a plan, except certain distributions such as
distributions required by the Code or distributions in a specified annuity form.
The 20% withholding does not apply, however, if the owner chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA.

QUALIFIED CONTRACTS. The Qualified Contract is designed for use with several
types of tax-qualified retirement plans. The tax rules applicable to
participants and beneficiaries in tax-qualified retirement plans vary according
to the type of plan and the terms and conditions of the plan. Special favorable
tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in excess
of specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Some
retirement plans are subject to distribution and other requirements that are not
incorporated into Western Reserve's Contract administration procedures. Owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions with respect to the
Contracts comply with applicable law.

For Qualified plans under section 401(a), 403(a), 403(b), and 457, the Code
requires that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or 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 in which the owner (or plan participant) reaches age 70
1/2. Each owner is responsible for requesting distributions under the Contract
that satisfy applicable tax rules.

Western Reserve makes no attempt to provide more than general information about
use of the Contract with the various types of retirement plans. Purchasers of
Contracts for use with any retirement plan should consult their legal counsel
and tax advisor regarding the suitability of the Contract.

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INDIVIDUAL RETIREMENT ANNUITIES. In order to qualify as a traditional individual
retirement annuity (IRA) under Section 408(b) of the Code, a Contract must
contain certain provisions: (i) the owner must be the annuitant; (ii) the
Contract generally is not transferable by the owner, e.g., the owner may not
designate a new owner, designate a contingent owner or assign the Contract as
collateral security; (iii) the total purchase payments for any calendar year on
behalf of any individual may not exceed $2,000, except in the case of a rollover
amount or contribution under Sections 402(c), 403(a)(4), 403(b)(8) or 408(d)(3)
of the Code; (iv) annuity payments or partial withdrawals must begin no later
than April 1 of the calendar year following the calendar year in which the
annuitant attains age 70 1/2; (v) an annuity payment option with a period
certain that will guarantee annuity payments beyond the life expectancy of the
annuitant and the beneficiary may not be selected; (vi) certain payments of
death benefits must be made in the event the annuitant dies prior to the
distribution of the annuity value; and (vii) the entire interest of the owner is
non-forfeitable. Contracts intended to qualify as traditional IRAs under Section
408(b) of the Code contain such provisions. Amounts in the IRA (other than
nondeductible contributions) are taxed when distributed from the IRA.
Distributions prior to age 59 1/2 (unless certain exceptions apply) are subject
to a 10% penalty tax.

Section 408 of the Code also indicates that no part of the funds for an IRA may
be invested in a life insurance contract, but the regulations thereunder allow
such funds to be invested in an annuity contract that provides a death benefit
that equals the greater of the premiums paid or the Cash Value for the Contract.
The Contract provides an enhanced death benefit that could exceed the amount of
such a permissible death benefit, but it is unclear to what extent such an
enhanced death benefit could disqualify the Contract under Section 408 of the
Code. The IRS has not reviewed the Contract for qualification as an IRA, and has
not addressed in a ruling of general applicability whether an enhanced death
benefit provision, such as the provision in the Contract, comports with IRA
qualification requirements.

ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRA). The Roth IRA, under Section
408A of the Code, contains many of the same provisions as a traditional IRA.
However, there are some differences. First, the contributions are not deductible
and must be made in cash or as a rollover or transfer from another Roth IRA or
other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject
to tax and other special rules may apply. You should consult a tax advisor
before combining any converted amounts with any other Roth IRA contributions,
including any other conversion amounts from other tax years. The Roth IRA is
available to individuals with earned income and whose adjusted gross income is
under $110,000 for single filers, $160,000 for married filing jointly, and
$10,000 for married filing separately. The amount per individual that may be
contributed to all IRAs (Roth and traditional) is $2,000. Secondly, the
distributions are taxed differently. The Roth IRA offers tax-free distributions
when made 5 tax years after the first contribution to any Roth IRA and made
after attaining age 59 1/2, or to pay for qualified first time homebuyer
expenses (lifetime maximum of $10,000), or due to death or disability. All other
distributions are subject to income tax when made from earnings and may be
subject to a premature withdrawal penalty tax unless an exception applies.
Unlike the traditional IRA, there are no minimum required distributions during
the owner's lifetime; however, required distributions at death are the same.

TAXATION OF WESTERN RESERVE

Western Reserve at present is taxed as a life insurance company under part I of
Subchapter L of the Code. The series account is treated as part of Western
Reserve and, accordingly, will not be taxed separately as a "regulated
investment company" under Subchapter M of the Code. Western Reserve does not
expect to incur any Federal income tax liability with respect to investment
income and net capital gains arising from the activities of the series account
retained as part of the reserves under the Contract. Based on this expectation,
it is anticipated that no charges will be made against the series account for
Federal income taxes. If, in future years, any Federal income taxes are incurred
by Western Reserve with respect to the separate account, Western Reserve may
make a charge to the series account.

INVESTMENT EXPERIENCE

ACCUMULATION UNITS

Allocations of a purchase payment directed to a subaccount are credited in the
form of accumulation units. Each subaccount has a distinct accumulation unit
value. The number of units credited is determined by dividing the purchase
payment or amount transferred to the subaccount by the accumulation unit value
of the subaccount as of the end of the Valuation Period during which the
allocation is made. For each subaccount, the accumulation unit value for a given
business day is based on the net asset value of a share of the corresponding
portfolio of the Trust less any applicable charges or fees.

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Upon allocation to the selected subaccount of the separate account, purchase
payments are converted into accumulation units of the subaccount. At the end of
any Valuation Period, a subaccount's value is equal to the number of units that
your Contract has in the subaccount, multiplied by the accumulation unit value
of the subaccount.

The number of units that your Contract has in each subaccount is equal to:

1. The initial units purchased on the Contract Date; plus
2. Units purchased at the time additional Net Purchase Payments are allocated
to the subaccount; plus
3. Units purchased through transfers from another subaccount or the fixed
account; minus
4. Any units that are redeemed to pay for partial withdrawals; minus
5. Any units that are redeemed as part of a transfer to another subaccount or
the fixed account; minus
6. Any units that are redeemed to pay the Annual Contract Charge, any premium
taxes and any transfer charge.

The value of an accumulation unit was arbitrarily established at $10 at the
inception of each subaccount. Thereafter, the value of an accumulation unit is
determined as of the close of the regular session of business on the New York
Stock Exchange, on each day the Exchange is open.

The accumulation unit value will vary from one Valuation Period to the next
depending on the investment results experienced by each subaccount. The
accumulation unit value for each subaccount at the end of a Valuation Period is
the result of:

1. The total value of the assets held in the subaccount. This value is
determined by multiplying the number of shares of the designated Trust
portfolio owned by the subaccount times the portfolio's net asset value per
share; minus
2. The accrued daily percentage for the administrative charge and mortality and
expense risk charge multiplied by the net assets of the subaccount; minus
3. The accrued amount of reserve for any taxes that are determined by us to
have resulted from the investment operations of the subaccount; divided by
4. The number of outstanding units in the subaccount. The mortality and expense
risk charge is deducted at an annual rate of 0.50% of net assets for each
day in the Valuation Period and compensates Western Reserve for certain
mortality and expense risks. The administrative charge is deducted at an
annual rate of 0.15% of net assets for each day in the Valuation Period and
compensates Western Reserve for certain administrative expenses. The
accumulation unit value may increase, decrease, or remain the same from
Valuation Period to Valuation Period.

ANNUITY UNIT VALUE AND ANNUITY PAYMENT RATES

The amount of variable annuity payments will vary with annuity unit values.
Annuity unit values rise if the net investment performance of the subaccount
(that is, the portfolio performance minus subaccount fees and charges) exceeds
the assumed interest rate of 5% annually. Conversely, annuity unit values fall
if the net investment performance of the subaccount is less than the assumed
rate. The value of a variable annuity unit in each subaccount was established at
$10.00 on the date operations began for that subaccount. The value of a variable
annuity unit on any subsequent business day is equal to (a) multiplied by (b)
multiplied by (c), where:

(a) is the variable annuity unit value for that subaccount on the
immediately preceding business day;

(b) is the net investment factor for that subaccount for the Valuation
Period; and

The investment result adjustment factor for the Valuation Period is the product
of discount factors of .99986634 per day to recognize the 5% effective annual
Assumed Investment Return. The Valuation Period is the period from the close of
the immediately preceding business day to the close of the current business day.

The net investment factor for the Contract used to calculate the value of a
variable annuity unit in each subaccount for the Valuation Period is determined
by dividing (i) by (ii) and subtracting (iii) from the result, where:

(i) is the result of:

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(1) the net asset value of a portfolio share held in that
subaccount determined at the end of the current Valuation
Period; plus

(2) the per share amount of any dividend or capital gain
distributions made by the portfolio for shares held in
that subaccount if the ex-dividend date occurs during the
Valuation Period; plus or minus

(3) a per share charge or credit for any taxes reserved for,
which Western Reserve determines to have resulted from the
investment operations of the subaccount.

(ii) is the net asset value of a portfolio share held in that
subaccount determined as of the end of the immediately preceding
Valuation Period.

(iii) is a factor representing the mortality and expense risk charge and
administrative charge. This factor is equal, on an annual basis,
to 0.65% of the daily net asset value of the subaccount.

The dollar amount of subsequent variable annuity payments will depend upon
changes in applicable annuity unit values.

The annuity payment rates vary according to the annuity option elected and the
gender and adjusted age of the annuitant at the annuity commencement date.

ILLUSTRATION OF CALCULATIONS FOR ANNUITY UNIT VALUE
AND VARIABLE ANNUITY PAYMENTS
FORMULA AND ILLUSTRATION FOR DETERMINING ANNUITY UNIT VALUE

Annuity Unit Value = A B C

Where: A = Annuity unit value for the immediately preceding Valuation Period.
Assume..................................................... = $ X

B = Net Investment Factor for the Valuation Period for which the
annuity unit value is being calculated.
Assume........................................................ = Y

C = A factor to neutralize the assumed interest rate of 5% built into
the Annuity Tables used.
Assume........................................................ = Z

Then, the annuity unit value is: $ X Y Z = $ Q

FORMULA AND ILLUSTRATION FOR DETERMINING AMOUNT OF
FIRST MONTHLY VARIABLE ANNUITY PAYMENT

First Monthly Variable Annuity Payment = A B
------
$1,000

Where: A = The Contract value as of the maturity date.
Assume..................................................... = $ X

B = The annuity purchase rate per $1,000 based upon the option
selected, the gender and adjusted age of the annuitant according to
the tables contained in the Contract.
Assume..................................................... = $ Y

Then, the first Monthly Variable Annuity Payment = $X $Y = $Z
----------
1,000

-11-
<PAGE>

FORMULA AND ILLUSTRATION FOR DETERMINING THE NUMBER OF ANNUITY UNITS
REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

Number of annuity units = A
-
B

Where: A = The dollar amount of the first monthly Variable Annuity Payment.
Assume..................................................... = $ X

B = The annuity unit value for the Valuation Date on which the first
monthly payment is due.
Assume..................................................... = $ Y

Then, the number of ANNUITY UNITS = $ X = Z
---
$ Y

HISTORICAL PERFORMANCE DATA

MONEY MARKET YIELDS

YIELD - The yield quotation set forth in the prospectus for the Money Market
subaccount is for the seven days ended on the date of the most recent balance
sheet of the series account included in the registration statement, and is
computed by determining the net change, exclusive of capital changes and income
other than investment income, in the value of a hypothetical pre-existing
account having a balance of one unit in the Money Market subaccount at the
beginning of the period, subtracting a hypothetical charge reflecting deductions
from owner accounts, and dividing the difference by the value of the account at
the beginning of the base period to obtain the base period return, and
multiplying the base period return by (365/7) with the resulting figure carried
to at least the nearest hundredth of one percent.

EFFECTIVE YIELD - The effective yield quotation for the Money Market subaccount
set forth in the prospectus is for the seven days ended on the date of the most
recent balance sheet of the series account included in the registration
statement. The effective yield is computed by determining the net change,
exclusive of capital changes and income other than investment income, in the
value of a hypothetical pre-existing subaccount having a balance of one unit in
the Money Market subaccount at the beginning of the period. A hypothetical
charge, reflecting deductions from owner accounts, is subtracted from the
balance. The difference is divided by the value of the subaccount at the
beginning of the base period to obtain the base period return, which is then
compounded by adding 1. Next, the sum is raised to a power equal to 365 divided
by 7, and 1 is subtracted from the result. The following formula describes the
computation:

EFFECTIVE YIELD = ({BASE PERIOD RETURN + 1} 365/7) - 1

The effective yield is shown at least to the nearest hundredth of one
percent.

HYPOTHETICAL CHARGE - For purposes of the yield and effective yield
computations, the hypothetical charge reflects all fees and charges that are
charged to all owner accounts in proportion to the length of the base period.
Such fees and charges include the $30 Annual Contract Charge, calculated on the
basis of an average series account value per Contract of $______, which converts
that charge to an annual rate of ____% of the series account value. The yield
and effective yield quotations do not reflect any deduction for premium taxes or
transfer charges that may be applicable to a particular Contract. No fees or
sales charges are assessed upon annuitization under the Contracts, except
premium taxes. Realized gains and losses from the sale of securities, and
unrealized appreciation and depreciation of assets held by the Money Market
subaccount and the Trust are excluded from the calculation of yield.

The yield on amounts held in the Money Market subaccount 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 subaccount actual yield is affected by changes in interest rates on
money market securities, average portfolio maturity of the Money Market
portfolio, the types and quality of portfolio securities held by the Money
Market Portfolio and its operating

-12-
<PAGE>

expenses. For the seven days ended December 31, 1998, the yield of the Money
Market subaccount was _____%, and the effective yield was _____%.

OTHER SUBACCOUNT YIELDS

The yield quotations for all of the subaccounts except the Money Market
subaccount representing the accumulation period set forth in the prospectus is
based on the thirty-day period ended on the date of the most recent balance
sheet of the separate account and are computed by dividing the net investment
income per unit earned during the period by the maximum offering price per unit
on the last date of the period, according to the following formula:

YIELD = (a - b
2[( ----- + 1)6 -1]
cd
Where: a = net investment income earned during the period by the corresponding
portfolio of the Fund attributable to shares owned by the subaccount.
b = expenses accrued for the period (net of reimbursement)
c = the average daily number of units outstanding during the period
d = the maximum offering price per unit on the last day of the period

For purposes of the yield quotations for all of the subaccounts except the Money
Market subaccount, the calculations take into account all fees that are charged
to all owner accounts during the accumulation period. Such fees include the $30
Annual Contract Charge, calculated on the basis of an average series account
value per Contract of $______, which converts that charge to an annual rate of
____% of the series account value. The calculations do not take into account any
premium taxes or any transfer charges.

Premium taxes currently range from 0% to 3.5% of purchase payments depending
upon the jurisdiction in which the Contract is delivered.

The yield on amounts held in the subaccounts of the separate account normally
will fluctuate over time. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. A subaccount's actual yield is affected by the types and quality of its
investments and its operating expenses.

TOTAL RETURNS

The total return quotations set forth in the prospectus for all of these
subaccounts (except the Money Market subaccount) holding assets for the
Contracts during the accumulation period are average annual total return
quotations for the one, three, five, and ten-year periods, (or, while a
subaccount has been in existence for a period of less than one, three, five or
ten years, for such lesser period) ended on the date of the most recent balance
sheet of the separate account, and for the period from the date the subaccounts
commenced operations until the aforesaid date. The quotations are computed by
determining the average annual compounded rates of return over the relevant
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 at the end of the particular period of
a hypothetical $1,000 payment made at the beginning of the
particular period.

For purposes of the total return quotations for all of these subaccounts, except
the Money Market subaccount, the calculations take into account all fees that
are charged to all owner accounts during the accumulation period. Such fees
include the $30 Annual Contract Charge, calculated on the basis of an average
series account value per Contract of $______, which converts that charge to an
annual rate of ____% of the series account value. The calculations also assume a
complete surrender as of the end of

-13-
<PAGE>

the particular period. The calculations do not reflect any deduction for premium
taxes or any transfer charges that may be applicable to a particular Contract.

OTHER PERFORMANCE DATA

We may present the total return data stated in the prospectus on a non-standard
basis. This means that the data will not be reduced by all the fees and charges
under the Contract and that the data may be presented for different time periods
and for different purchase payment amounts. NON-STANDARD PERFORMANCE DATA WILL
ONLY BE DISCLOSED IF STANDARD PERFORMANCE DATA FOR THE REQUIRED PERIODS IS ALSO
DISCLOSED.

We may also disclose cumulative total returns and yields for the subaccounts
based on the inception date of the subaccounts. These calculations will be
determined according to the formulas presented in this SAI.

In addition, we may present historic performace data for the portfolios since
their inception reduced by some or all of the fees and charges under the
Contract. Such adjusted historic performance includes data that precedes the
inception dates of the subaccounts. This data is designed to show the
performance that would have resulted if the Contract had been in existence
during that time.

For instance, Western Reserve may disclose average annual total returns for the
portfolios reduced by all fees and charges under the Contract, as if the
Contract had been in existence. Such fees and charges include the mortality and
expense risk charge of 0.50%, the administrative charge of 0.15% and the $30
Annual Contract Charge (based on average series account value of $______, the
Annual Contract Charge is translated into an annual charge of ____%). Such data
assumes a complete surrender of the Contract at the end of the period.

ADVERTISING AND SALES LITERATURE

From time to time we may refer to the diversifying process of asset allocation
based on the Modern Portfolio Theory developed by Nobel Prize winning economist
Harry Markowitz. The basic assumptions of Modern Portfolio Theory are: (1) the
selection of individual investments has little impact on portfolio performance,
(2) market timing strategies seldom work, (3) markets are efficient, and (4)
portfolio selection should be made among asset classes. Modern Portfolio Theory
allows an investor to determine an efficient portfolio selection that may
provide a higher return with the same risk or the same return with lower risk.

When presenting the asset allocation process we may outline the process of
personal and investment risk analysis including determining individual risk
tolerances and a discussion of the different types of investment risk. Western
Reserve may classify investors into four categories based on their risk
tolerance and will quote various industry experts on which types of investments
are best suited to each of the four risk categories. The industry experts quoted
may include Ibbotson Associates, CDA Investment Technologies, Lipper Analytical
Services and any other expert which has been deemed by Western Reserve to be
appropriate. We may also provide an historical overview of the performance of a
variety of investment market indices, the performance of these indices over
time, and the performance of different asset classes, such as stocks, bonds,
cash equivalents, etc. Western Reserve may also discuss investment volatility
including the range of returns for different asset classes and over different
time horizons, and the correlation between the returns of different asset
classes. We may also discuss the basis of portfolio optimization including the
required inputs and the construction of efficient portfolios using sophisticated
computer-based techniques. Finally, we may describe various investment
strategies and methods of implementation, the periodic rebalancing of
diversified portfolios, the use of dollar cost averaging techniques, a
comparison of the tax impact of purchase payments made on a "before tax" basis
through a tax-qualified plan with those made on an "after tax" basis outside of
a tax-qualified plan, and a comparison of tax-deferred versus non tax-deferred
accumulation of purchase payments.

As described in the prospectus, in general, an owner is not taxed on increases
in value under a Contract until a distribution is made under the Contract. As a
result, the Contract will benefit from tax deferral during the accumulation
period, as the annuity value may grow more rapidly than under a comparable
investment where certain increases in value are taxed on a current basis. From
time to time, Western Reserve may use narrative, numerical or graphic examples
to show hypothetical benefits of tax deferral in advertising and sales
literature.

-14-
<PAGE>

PUBLISHED RATINGS

We 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
Insurance Rating Services, Moody's Investors Service, Inc. and Duff & Phelps
Credit Rating Co. A.M. Best's and Moody's 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.
Standard & Poor's and Duff & Phelps provide ratings which measure the
claims-paying ability of insurance companies. These ratings are opinions of an
operating insurance company's financial capacity to meet the obligations of its
insurance contracts in accordance with their terms. Claims-paying ability
ratings do not refer to an insurer's ability to meet non-contract obligations
such as debt or commercial paper obligations. These ratings do not apply to the
series account, its subaccounts, the Trust or its portfolios, or to their
performance.

ADMINISTRATION

Western Reserve performs administrative services for the Contracts. These
services include issuance of the Contracts, maintenance of records concerning
the Contracts, and certain valuation services.

RECORDS AND REPORTS

All records and accounts relating to the series account will be maintained by
WRL Investment Services, Inc. As presently required by the 1940 Act and
regulations promulgated thereunder, Western Reserve will mail to all Contract
owners at their last known address of record, at least annually, reports
containing such information as may be required under the 1940 Act or by any
other applicable law or regulation. Contract owners will also receive
confirmation of each financial transaction and any other reports required by law
or regulation.

DISTRIBUTION OF THE CONTRACTS

Prior to May 1, 1999, InterSecurities, Inc. ("ISI"), an affiliate of Western
Reserve, was the principal underwriter of the Contracts. ISI has the same
address as Western Reserve. Effective May 1, 1999, AFSG Securities Corporation
("AFSG") became the principal underwriter of the Contracts. AFSG is located at
4333 Edgewood Rd., N.E., Cedar Rapids, Iowa 52499. Both ISI and AFSG are
registered with the SEC under the Securities Exchange Act of 1934 and are
members of the National Association of Securities Dealers, Inc. No amounts have
been retained by ISI for acting as principal underwriter for the Contracts and
AFSG will not be compensated for its services as principal underwriter of the
Contracts.

There are no sales commissions payable upon the sale of Contracts. The offering
of the Contracts is continuous and Western Reserve does not anticipate
discontinuing the offering of the Contracts. However, Western Reserve reserves
the right to do so.

OTHER PRODUCTS

Western Reserve makes other variable annuity contracts available that are funded
through other series accounts. These variable annuity contracts may have
different features, such as different investment choices or charges.

CUSTODY OF ASSETS

The assets of WRL Series Annuity Account B are held by Western Reserve. The
assets of the series account are kept physically segregated and held apart from
our general account and any of our other separate accounts. WRL Investment
Services, Inc. maintains records of all purchases and redemptions of shares of
the Trust. Additional protection for the assets of the series account is
provided by a blanket bond issued to AEGON U.S. Holding Corporation ("AEGON
U.S.") in the amount of $5 million (subject to a $1 million deductible),
covering all of the employees of AEGON U.S. and its affiliates, including
Western Reserve. A Stockbrokers Blanket Bond, issued to AEGON U.S.A. Securities,
Inc. provides additional fidelity coverage to a limit of $12 million.

-15-
<PAGE>

LEGAL MATTERS

Sutherland Asbill & Brennan LLP has provided advice on certain legal matters
concerning Federal securities laws applicable to the issue and sale of the
Contracts. All matters of Ohio law pertaining to the Contracts, including the
validity of the Contracts and Western Reserve's right to issue the Contracts
under Ohio insurance law, have been passed upon by Thomas E. Pierpan, Esq., Vice
President, Associate General Counsel and Assistant Secretary of Western Reserve.

INDEPENDENT ACCOUNTANTS

The accounting firm of PricewaterhouseCoopers LLP, Independent accountants,
provided audit services to the series account for the year ended December 31,
1998. The principal business address of PricewaterhouseCoopers LLP is 160
Federal Street, Boston, Massachusetts 02110. The accounting firm of Ernst &
Young LLP, independent auditors, provided audit services to Western Reserve for
the year ended December 31, 1998. The principal business address of Ernst &
Young LLP is 801 Grand Avenue, Suite 3400, Des Moines, Iowa 50309-2764.

OTHER INFORMATION

A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
Contracts discussed in this SAI. Not all of the information set forth in the
Registration Statement, amendments, and exhibits thereto has been included in
the prospectus or this SAI. Statements contained in the prospectus and this SAI
concerning the content of the Contracts and other legal instruments are intended
to be summaries. For a complete statement of the terms of these documents,
reference should be made to the instruments filed with the Securities and
Exchange Commission.

FINANCIAL STATEMENTS

The values of an owner's interest in the series account will be affected solely
by the investment results of the selected subaccount(s). Western Reserve's
Financial Statements which are included in this SAI, should be considered only
as bearing on Western Reserve's ability to meet its obligations under the
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the series account.

Financial Statements for Western Reserve for the years ended December 31, 1998,
1997 and 1996 have been prepared on the basis of statutory accounting
principles, rather than generally accepted accounting principles ("GAAP").

INDEX TO FINANCIAL STATEMENTS

WRL SERIES ANNUITY ACCOUNT B

Statements of Assets, Liabilities and Equity Accounts as of Decembre 31,
1998 and Statements of Operations for the year or period ended
December 31, 1998
Statements of Changes in Equity Accounts for the years or periods ended
December 31, 1998 and 1997
Selected Per Unit Data and Ratios for the years or periods ended December
31, 1998, 1997, 1996, 1995 and 1994
Notes to Financial Statements
Report of Independent Accountants dated January 29, 1999

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

Report of Independent Auditors dated _________________, 1999
Statutory-basis balance sheets at December 31, 1998 and 1997
Statutory-basis statements of operations for the years ended December
31, 1998, 1997 and 1996
Statutory-basis statements of changes in capital and surplus for the
years ended December 31, 1998, 1997 and 1996
Statutory-basis statements of cash flows for the years ended December
31, 1998, 1997 and 1996
Notes to statutory-basis financial statements
Statutory-basis financial statement schedules

-16-
<PAGE>

WRL Series Annuity Account B

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

The financial statements for the WRL Series Annuity
Account B and for Western Reserve Life Assurance Co. of
Ohio ("Western Reserve") are included in Part B.

(b) Exhibits

(1) Copy of resolution of the Board of Directors of
Western Reserve establishing the Series Account. 1/

(2) Not Applicable.

(3) Distribution of Contracts

(a) Form of Master Agreement. 3/
(b) Form of Participation Agreement. 3/

(d) Broker-Dealer Selling Agreement. 3/

(4) Form of Specimen Flexible Payment Variable
Accumulation Deferred Annuity Contract. 1/

(5) (a) Application Form for Flexible Payment
Variable Accumulation Deferred Annuity
Contract. 3/
(b) Endorsement (Form END00117-04/95). 4/

(6) (a) Copy of Second Amended Articles of
Incorporation of Western Reserve. 1/

(b) Copy of Amended Code of Regulations of
Western Reserve. 1/

(7) Not Applicable.

(8) Not Applicable.

(9) Opinion and Consentof Thomas E. Pierpan, Esq. as to
Legality of Securities Being Registered. 4/

C-1
<PAGE>

(10) (a) Written Consent of Sutherland Asbill &
Brennan LLP 6/

(b) Written Consent of Ernst & Young LLP 6/

(11) Not Applicable.

(12) Not Applicable.

(13) Schedules for Computation of Performance
Quotations. 2/

(14) Not Applicable.

(15) (a) Powers of Attorney 4/
(b) Power of Attorney - James R. Walker 5/

- -------------------------------------
1/ This exhibit was previously filed on Form N-4 Registration Statement
dated May 25, 1993 and is incorporated herein by reference.
2/ This exhibit was previously filed on Post-Effective Amendment No. 1 to
Form N-4 Registration Statement dated April 29, 1993 (File No. 33-49550)
and is incorporated herein by reference.
3/ This exhibit was previously filed on Pre-Effective Amendment No. 1 to
Form N-4 Registration Statement dated August 18, 1993 (File No.
33-63246) and is incorporated herein by reference.
4/ This exhibit was previously filed on Post-Effective Amendment No. 2 to
Form N-4 Registration Statement dated April 28, 1995 (File No. 33-63246)
and is incorporated herein by reference.
5/ This exhibit was previously filed on Post-Effective Amendment No. 4 to
Form N-4 Registration Statement dated April 23, 1997 (File No. 33-63246)
and is incorporated herein by reference.

6/ To be filed by amendment.

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
PRINCIPAL POSITION AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------- --------------------

<S> <C> <C>
John R. Kenney (1) Chairman of the Board,
Chief Executive Officer
and President

Patrick S. Baird 4333 Edgewood Rd. N.E. Director
Cedar Rapids, Iowa 52499

Lyman H. Treadway 30195 Chagrin Blvd. Director
Suite 210N
Cleveland, Ohio 44124
</TABLE>

- -------------------------
(1) 570 Carillon Parkway, St. Petersburg, Florida 33716

C-2
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL POSITION AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------- --------------------
<S> <C> <C>

James R. Walker 3320 Office Park Drive Director
Dayton, Ohio 45439

Jack E. Zimmerman 507 St. Michel Circle Director
Kettering, Ohio 45429

Alan M. Yaeger (1) Executive Vice President,
Actuary, and Chief Financial Officer

G. John Hurley (1) Executive Vice President
and Chief Operating Officer

William H. Geiger (1) Senior Vice President,
Secretary and General
Counsel

Allan J. Hamilton (1) Vice President, Treasurer
and Controller
</TABLE>

- -------------------------
(1) 570 Carillon Parkway, St. Petersburg, Florida 33716

Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

VERENGING AEGON Netherlands Membership Association

AEGON n.v. Netherlands Corporation (53.63%)

AEGON Netherland N.V. Netherlands Corporation (100%)

AEGON Nevark Holding B.V. Netherlands Corporation (100%)

Groninger Financieringen B.V. Netherlands Corporation (100%)

AEGON International N.V. Netherlands Corporation (100%)

Voting Trust - (Trustees - K.J. Storm, Donald J. Shepard, H.B. Van Wijk,
Dennis Hersch)

AEGON U.S. Holding Corporation (DE) (100%)
Short Hills Management Company (NJ) (100%)
CORPA Reinsurance Company (NY) (100%)
AEGON Management Company (IN) (100%)
RCC North America Inc. (DE) (100%)

AEGON USA, Inc. - Holding Co. (IA) (100%)
First AUSA Life Insurance Company - Insurance Holding Co. (MD)(100%)
AUSA Life Insurance Company, Inc. - Insurance (NY) (100%)
Life Investors Insurance Company of America - Insurance (IA)
(100%)
Bankers United Life Assurance Company - Insurance (IA) (100%) PFL
Life Insurance Company - Insurance (IA) (100%) Southwest Equity
Life Insurance Company - Insurance (AZ) (100% Voting Common) Iowa
Fidelity Life Insurance Company - Insurance (AZ) (100% Voting
Common)
Western Reserve Life Assurance Co. of Ohio - Insurance (OH)
(100%)

C-3
<PAGE>

<TABLE>
<S> <C>
WRL Series Fund, Inc. - Mutual fund (MD)
Monumental Life Insurance Company - Insurance (MD) (100%)
Monumental General Casualty Company - Insurance (MD) (100%)
United Financial Services, Inc. - General Agency (MD) (100%)
Bankers Financial Life Insurance Company - Insurance (AZ)
The Whitestone Corporation - Insurance agency (MD) (100%)
Cadet Holding Corp. - Holding company (IA) (100%)

AUSA Holding Company - Holding company (MD) (100%)
Monumental General Insurance Group, Inc. - Holding company (MD) (100%)
Monumental General Administrators, Inc. - Provides management services to
unaffiliated third party administrator (MD) (100%)
Executive Management and Consultant Services, Inc. - Provides actuarial
consulting services (MD) (100%)
Monumental General Mass Marketing, Inc. - Marketing arm for sale of mass
marketed insurance coverage's (MD) (100%)
AUSA Financial Markets, Inc. - Marketing (IA) (100%)
Universal Benefits Corporation - Third party administrator (IA) (100%)
Investors Warranty of America, Inc. - Provider of automobile extended
maintenance contracts (IA) (100%)
Massachusetts Fidelity Trust Company - Trust company (IA) (100%)
Money Services, Inc. - Provides financial counseling for employees and agents of
affiliated companies (DE) (100%)
Zahorik Company, Inc. - Broker-dealer (CA) (100%)
ZCI, Inc. (AL) (100%)
InterSecurities, Inc. - Broker-dealer (DE) (100%)
ISI Insurance Agency Inc. & its Subsidiaries - Insurance agency (CA) (100%)
Associated Mariner Financial Group, Inc. - Holding company management
services (MI) (100%)
Mariner Financial Services, Inc. - Broker/Dealer (MI) (100%)
Mariner/ISI Planning Corporation - Financial planning (MI) (100%)
Associated Mariner Agency, Inc. and its Subsidiaries- Insurance agency
(MI) (100%)
Mariner Mortgage Corporation - Mortgage origination (MI) (100%)
Idex Investor Services, Inc. - Shareholder services (FL) (100%)
IDEX Management, Inc. - Investment adviser (DE) (50%)
IDEX Series Fund - Mutual fund (MA) Transunion Casualty Company -
Insurance (IA) (100%)
AUSA Institutional Marketing Group, Inc. - Insurance agency (MN) (100%)
Colorado Annuity Agency, Inc. - Insurance agency (MN) (100%)
Diversified Investment Advisors, Inc. - Registered investment advisor (DE) (100%)
Diversified Investors Securities Corporation - Broker-dealer (DE) (100%)
AEGON USA Securities, Inc. - Broker-dealer (IA) (100%)
AEGON USA Managed Portfolios, Inc. - Mutual fund (MD)
American Forum for Fiscal Fitness, Inc. - Marketing (IA) (100%)
Supplemental Insurance Division, Inc. - Insurance (TN) (100%)
Creditor Resources, Inc. - Credit insurance (MI) (100%)
CRC Creditor Resources Canadian Dealer Network Inc. - Insurance agency
(Canada)
AEGON USA Investment Management, Inc. - Investment advisor (IA) (100%)
AEGON USA Realty Advisors, Inc. - Provides real estate administrative and real
estate investment services (IA) (100%)
QUANTRA Corporation - (DE) (100%)
QUANTRA Software Corporation - (DE) (100%)
Landauer Realty Advisors, Inc. - Real estate counseling (IA) (100%)
</TABLE>

C-4
<PAGE>

<TABLE>
<S> <C>
Landauer Associates, Inc. - Real estate counseling (DE) (100%)
AEGON USA Realty Management, Inc. - Real estate management (IA) (100%)
Realty Information Systems, Inc. - Information systems for real estate
investment management (IA) (100%)
USP Real Estate Investment Trust - Real estate investment trust (IA)
Cedar Income Fund Ltd. - Real estate investment trust (IA)
</TABLE>

Item 27. NUMBER OF CONTRACTOWNERS.

As of January 31, 1999, 4,206 non-qualified contracts and 98 qualified
contracts were In Force.

Item 28. INDEMNIFICATION

Provisions exist under the Ohio General Corporation Law, the Second
Amended Articles of Incorporation of Western Reserve and the Amended
Code of Regulations of Western Reserve whereby Western Reserve may
indemnify certain persons against certain payments incurred by such
persons. The following excerpts contain the substance of these
provisions.

OHIO GENERAL CORPORATION LAW

SECTION 1701.13 AUTHORITY OF CORPORATION.

(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of
another corporation (including a subsidiary of this corporation), domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys' fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendre or its equivalent,
shall not, of itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.

(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to the extent
that the court of common pleas, or the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability, but in view of all the circumstances

C-5
<PAGE>

of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper;

(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, or agent
has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in divisions (E)(1) and (2) of this section,
or in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection therewith.

(4) Any indemnification under divisions (E)(1) and (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, trustee, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in divisions (E)(1) and (2) of this section. Such determination shall be made
as follows:

(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or threatened
with any such action, suit, or proceeding;

(b) If the quorum described in division (E)(4)(a) of this section
is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has
been retained by or who has performed services for the corporation, or any
person to be indemnified within the past five years;

(d) By the court of common pleas or the court in which such
action, suit, or proceeding was brought.

Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review
the reasonableness of such determination.

(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit or proceeding referred to in divisions (E)(1) and
(2) of this section, the articles or the regulations of a corporation state
by specific reference to this division that the provisions of this division
do not apply to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to in divisions
(E)(1) and (2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the corporation as
they are incurred, in advance of the final disposition of the action, suit,
or proceeding upon receipt of an undertaking by or on behalf of the director
in which he agrees to do both of the following:

(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.

C-6
<PAGE>

(b) Expenses, including attorneys' fees incurred by a director,
trustee, officer, employee, or agent in defending any action, suit, or
proceeding referred to in divisions (E)(1) and (2) of this section, may be
paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding as authorized by the directors
in the specific case upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, if it
ultimately is determined that he is entitled to be indemnified by the
corporation.

(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles or the regulations or any
agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a person.

(7) A corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit, or self-insurance on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.

(8) The authority of a corporation to indemnify persons pursuant to
divisions (E)(1) and (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7) of
this section. Divisions (E)(1) and (2) of this section do not create any
obligation to repay or return payments made by the corporation pursuant to
divisions (E)(5), (6), or (7).

(9) As used in this division, references to "corporation" include all
constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was serving at
the request of such constituent corporation as a director, trustee, officer,
employee or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, shall
stand in the same position under this section with respect to the new or
surviving corporation as he would if he had served the new or surviving
corporation in the same capacity.

SECOND AMENDED ARTICLES OF INCORPORATION OF WESTERN RESERVE

ARTICLE EIGHTH

EIGHTH: (1) The corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or
agent of another corporation (including a subsidiary of this corporation),
domestic or foreign, nonprofit or for profit, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or

C-7
<PAGE>

upon a plea of nolo contendre or its equivalent, shall not, of itself create
a presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

(2) The corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation (including a subsidiary of this
corporation), domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent that the court of
common pleas, or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court of common
pleas or such other court shall deem proper.

(3) To the extent that a director, trustee, officer, employee, or agent
has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in sections (1) and (2) of this article, or
in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection therewith.

(4) Any indemnification under sections (1) and (2) of this article,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, trustee, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in sections (1) and (2) of this article. Such determination shall be made (a)
by a majority vote of a quorum consisting of directors of the indemnifying
corporation who were not and are not parties to or threatened with any such
action, suit, or proceeding, or (b) if such a quorum is not obtainable or if
a majority vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than an attorney, or a
firm having associated with it an attorney, who has been retained by or who
has performed services for the corporation, or any person to be indemnified
within the past five years, or (c) by the shareholders, or (d) by the court
of common pleas or the court in which such action, suit, or proceeding was
brought. Any determination made by the disinterested directors under section
(4)(a) or by independent legal counsel under section (4)(b) of this article
shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the corporation under section (2) of
this article, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the
court in which such action or suit was brought to review the reasonableness
of such determination.

(5) Expenses, including attorneys' fees incurred in defending any
action, suit, or proceeding referred to in sections (1) and (2) of this
article, may be paid by the corporation in advance of the final disposition
of such action, suit, or proceeding as authorized by the directors in the
specific case upon receipt of a written undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, unless
it shall ultimately be determined that he is entitled to be indemnified by
the corporation as authorized in this article. If a majority vote of a quorum
of disinterested directors so directs by resolution, said written undertaking
need not be submitted to the corporation. Such a determination that a written
undertaking need not be submitted to the corporation shall in no way affect
the entitlement of indemnification as authorized by this article.

C-8
<PAGE>

(6) The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles or the regulations or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

(7) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation
(including a subsidiary of this corporation), domestic or foreign, nonprofit
or for profit, partnership, joint venture, trust, or other enterprise against
any liability asserted against him and incurred by him in any such capacity
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this section.

(8) As used in this section, references to "the corporation" include
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was serving at
the request of such constituent corporation as a director, trustee, officer,
employee or agent of another corporation (including a subsidiary of this
corporation), domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise shall stand in the same position
under this article with respect to the new or surviving corporation as he
would if he had served the new or surviving corporation in the same capacity.

(9) The foregoing provisions of this article do not apply to any
proceeding against any trustee, investment manager or other fiduciary of an
employee benefit plan in such person's capacity as such, even though such
person may also be an agent of this corporation. The corporation may
indemnify such named fiduciaries of its employee benefit plans against all
costs and expenses, judgments, fines, settlements or other amounts actually
and reasonably incurred by or imposed upon said named fiduciary in connection
with or arising out of any claim, demand, action, suit or proceeding in which
the named fiduciary may be made a party by reason of being or having been a
named fiduciary, to the same extent it indemnifies an agent of the
corporation. To the extent that the corporation does not have the direct
legal power to indemnify, the corporation may contract with the named
fiduciaries of its employee benefit plans to indemnify them to the same
extent as noted above. The corporation may purchase and maintain insurance on
behalf of such named fiduciary covering any liability to the same extent that
it contracts to indemnify.

AMENDED CODE OF REGULATIONS OF WESTERN RESERVE

ARTICLE V

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Each Director, officer and member of a committee of this Corporation,
and any person who may have served at the request of this Corporation as a
Director, officer or member of a committee of any other corporation in which
this Corporation owns shares of capital stock or of which this Corporation is
a creditor (and his heirs, executors and administrators) shall be indemnified
by the Corporation against all expenses, costs, judgments, decrees, fines or
penalties as provided by, and to the extent allowed by, Article Eighth of the
Corporation's Articles of Incorporation, as amended.

RULE 484 UNDERTAKING

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of Western Reserve pursuant to the foregoing provisions

<PAGE>

or otherwise, Western Reserve has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Western Reserve of expenses incurred or paid by a director,
officer or controlling person of Western Reserve 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,
Western Reserve 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 29. PRINCIPAL UNDERWRITER

INTERSECURITIES, INC. ("ISI")

(a) Before May 1, 1999, ISI, formerly known as IDEX Distributors,
Inc. and before that, as Pioneer Western Distributors, Inc. is
the principal underwriter for the Contracts. ISI also currently
distributes securities of WRL Series Life Account, WRL Series
Annuity Account and the IDEX Mutual Funds managed by Idex
Management, Inc., an affiliate of ISI.

(b) Directors and Officers of ISI

PRINCIPAL POSITION AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------- --------------------

John R. Kenney (1) Chairman of the Board

G. John Hurley (1) Director, President and
Chief Executive Officer

Thomas R. Moriarty (1) Senior Vice President

William H. Geiger (1) Director and Secretary

William G. Cummings (1) Vice President and Treasurer

-------------------------
(1) 570 Carillon Parkway, St. Petersburg, Florida 33716

Not Applicable

AFSG SECURITIES CORPORATION ("AFSG")

(a) After May 1, 1999, AFSG will be the principal underwriter for
the Contracts. AFSG currently serves as principal underwriter
for the PFL Endeavor VA Separate Account, the PFL Retirement
Builder Variable Annuity Account, the PFL Life Variable Annuity
Account A, the PFL Wright Variable Annuity Account, the AUSA
Endeavor Variable Annuity Account, Separate Account C of First
Providian Life and Health Insurance Company, and the Separate
Account I, Separate Account II, and Separate Account V of
Providian Life and Health Insurance Company. After May 1, 1999,
AFSG will also serve as principal underwriter for the WRL Series
Life Account, the WRL Series Annuity Account and the AUSA Series
Life Account.

C-10
<PAGE>

(b) Directors and Officers of AFSG

<TABLE>
<CAPTION>
PRINCIPAL POSITION AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------- --------------------
<S> <C> <C>

Larry N. Norman (2) Director and President

Harvey E. Willis (2) Vice President and Secretary

Lisa Wachendorf (2) Compliance Officer

Debra C. Cubero (2) Vice President

Gregory J. Garvin (2) Vice President

Michael F. Lane (2) Vice President

Sara J. Stange (2) Director and Vice President

Brenda K. Clancy (2) Vice President

Michael G. Ayers (2) Treasurer/Controller

Colleen S. Lyons (2) Assistant Secretary

John F. Reesor (2) Assistant Secretary

Anne Spaes (2) Vice President
</TABLE>

- -------------------------------------
(2) 4333 Edgewood Road, N.E., Cedar Rapids, IA 52499-0001

Not Applicable

Item 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books, or other documents required to be
maintained by Section 31(a) of the 1940 Act and the rules
promulgated thereunder are maintained by the Registrant through
Western Reserve, 570 Carillon Parkway, St. Petersburg, Florida
33716.

Item 31. MANAGEMENT SERVICES

Not Applicable

Item 32. UNDERTAKINGS

Western Reserve Life Assurance Co. of Ohio ("Western Reserve")
hereby represents that the fees and 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 Western Reserve.

Item 33. Not applicable.

C-11
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 6 to its Registration Statement to be signed on its
behalf by the undersigned, thereunder duly authorized, in the City of St.
Petersburg, State of Florida, on this 24th day of February, 1999.

WRL SERIES ANNUITY ACCOUNT B
(Registrant)

By: /S/ JOHN R. KENNEY
---------------------------
John R. Kenney, Chairman of the Board, Chief
Executive Officer and President of Western Reserve
Life Assurance Co. of Ohio

WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
(Depositor)

By: /S/ JOHN R. KENNEY
---------------------------
John R. Kenney, Chairman of the Board, Chief
Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 6 to this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----

<S> <C> <C>
/s/ JOHN R. KENNEY Chairman of the Board, February 24, 1999
- ------------------------ Chief Executive Officer
John R. Kenney and President
(Principal Executive
Officer)

/s/ ALLAN J. HAMILTON Vice President, Treasurer February 24, 1999
- ------------------------ and Controller
Allan J. Hamilton

/s/ ALAN M. YAEGER Executive Vice President, February 24, 1999
- ------------------------ Actuary and Chief Financial
Alan M. Yaeger */ Officer
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
/s/ PATRICK S. BAIRD Director February 24, 1999
- ------------------------
Patrick S. Baird */

/s/ JAMES R. WALKER Director February 24, 1999
- ------------------------
James R. Walker */

/s/ LYMAN H. TREADWAY Director February 24, 1999
- ------------------------
Lyman H. Treadway */

/s/JACK E. ZIMMERMAN Director February 24, 1999
- ------------------------
Jack E. Zimmerman */

*/ /s/ THOMAS E. PIERPAN
-----------------------------
Signed by Thomas E. Pierpan
As Attorney-in-fact
</TABLE>